[Form of Face of Security]
[Floating Rate (Resetting Daily, Weekly,
Monthly, Quarterly, Semi-Annually or Annually)
Non-Original Issue Discount
Medium-Term Note]
REGISTERED REGISTERED
No. FLR- PRINCIPAL AMOUNT:
CUSIP
THE MEAD CORPORATION
MEDIUM-TERM NOTE, SERIES A
[Insert if the Security is to be a Global
Security, -- This Security is a Global Security within
the meaning of the Indenture referred to on the reverse
hereof and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable
for Securities registered in the name of a Person other
than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and this
Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of
the Depositary.
Unless this certificate is presented by an
authorized representative of The Depository Trust Company
(55 Water Street, New York, New York), a New York
corporation, to the Company or its agent for registration
of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative
of The Depository Trust Company (and any payment is made
to Cede & Co. or to such other entity as is requested by
an authorized representative of The Depository Trust
Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
ORIGINAL ISSUE DATE: STATED MATURITY:
INITIAL INTEREST RATE %:
AUTHORIZED EXCHANGE RATE
DENOMINATIONS: AGENT:
(only applicable if (Only applicable
Specified Currency is if Specified
other than U.S. Currency is other
Dollars) than U.S. Dollars)
INTEREST RATE BASIS:
INDEX MATURITY:
CALCULATION DATES:
OID AMOUNT: EXCHANGE RATE:
(Only applicable if U.S. $1.00= ____
issued at Original
issue discount)
ORIGINAL ISSUE DEFAULT INTEREST
DISCOUNT SECURITY: RATE:
SPREAD: SPREAD MULTIPLIER:
SPECIFIED CURRENCY:
MINIMUM INTEREST MAXIMUM INTEREST
RATE: RATE:
INTEREST PAYMENT
DATES:
Third Wednesday of: ___ March
___ June
___ September
___ December
_______________
_______________
INTEREST RESET DATES: INTEREST RESET
PERIOD:
INTEREST
DETERMINATION
DATES:
Third Wednesday of:
CALCULATION AGENT: REDEMPTION
COMMENCEMENT DATE:
REDEMPTION PERIODS: REDEMPTION PRICES:
PREMIUM REDEMPTION
AMOUNT:
MAKE-WHOLE PREMIUM
AMORTIZATION AMORTIZATION
FORMULA: PAYMENT DATE(S):
REPAYMENT DATES:
OTHER PROVISIONS:
The Mead Corporation, a corporation duly
organized and existing under the laws of the State of
Ohio (herein called the "Company", which term includes
any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby
promises to pay to
_________________________________________, or registered
assigns, the principal sum of ________________ on the
Stated Maturity specified above [If the Security is to
bear interest prior to Stated Maturity, insert -- and to
pay interest thereon from the Original Issue Date
specified above or from the most recent Interest Payment
Date to which interest has been paid or duly provided
for, on the Interest Payment Dates in each year specified
above and at Stated Maturity, commencing on the first
such Interest Payment Date next succeeding the Original
Issue Date (or, if the Original Issue Date is after a
Regular Record Date and before the Interest Payment Date
immediately following such Regular Record Date, on the
second such Interest Payment Date next succeeding the
Original Issue Date), at a rate per annum equal to the
Initial Interest Rate specified above until the first
Interest Reset Date following the Original Issue Date and
on and after such Interest Reset Date at the rate
determined in accordance with the provisions set forth on
the reverse hereof, until the principal hereof is paid or
made available for payment, and at the rate of ...% per
annum on any overdue principal and premium (including any
overdue sinking fund or redemption payment) and on any
overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest, which shall be the 15th calendar
day (whether or not a Business Day) immediately preceding
such Interest Payment Date; provided, however, that
interest payable at Stated Maturity will be payable to
the Person to whom principal shall be payable. If this
Security is designated above as an Amortizing Security,
then payments of principal and interest will be made in
installments over the life of this Security on each
Interest Payment Date set forth above, and at Stated
Maturity or upon earlier redemption or repayment or
otherwise in accordance with any Amortization Formula or
on any Amortization Date set forth above. Any such
interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which
shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.]
Payment of principal of (and premium, if any)
and any such interest on this Security will be made in
the Specified Currency specified above; provided,
however, that, if this Security is denominated in other
than U.S. dollars, payments of principal (and premium, if
any) and interest on this Security will nevertheless be
made in U.S. dollars: (a) at the option of the Holder of
this Security under the procedures described in the two
next succeeding paragraphs and (b) at the Company's
option in the case of imposition of exchange controls or
other circumstances beyond the Company's control as
described in the fourth succeeding paragraph. The
Company will at all times appoint and maintain a Paying
Agent (which may be the Trustee) authorized by the
Company to pay the principal of (and premium, if any) or
interest on any Securities of this series on behalf of
the Company and having an office or agency (the "Paying
Agent Office") in The City of New York (the "Place of
Payment"), where Securities of this series may be
presented or surrendered for payment and where notices,
designations or requests in respect of payments with
respect to Securities of this series may be served. The
Company has initially appointed Citibank, N.A. as such
Paying Agent. The Company will give prompt written
notice to the Trustee of any change in such appointment.
Except as provided in the next paragraph,
payments of interest and principal (and premium, if any)
on this Security if, denominated in a Specified Currency
other than U.S. dollars, will be made in U.S. dollars if
the registered Holder of this Security on the relevant
Regular Record Date, or at the Stated Maturity,
redemption or repayment of such Security, as the case may
be, has transmitted a written request for such payment in
U.S. dollars to the Paying Agent at the Paying Agent
Office in the Place of Payment on or before such Regular
Record Date, or the date 16 days before such Stated
Maturity, redemption or repayment, as the case may be.
Such request may be in writing (mailed or hand delivered)
or by cable, telex or other form of facsimile
transmission. Any such request made for any Security by
a registered Holder will remain in effect for any further
payments of interest and principal (and premium, if any)
on such Security payable to such Holder, unless such
request is revoked on or before the relevant Regular
Record Date or the date 16 days before the Stated
Maturity, redemption or repayment of such Security, as
the case may be.
The U.S. dollar amount to be received by a
Holder of this Security, if denominated in a Specified
Currency other than U.S. dollars, who elects to receive
payment in U.S. dollars will be based on the highest bid
quotation in The City of New York received by the
Exchange Rate Agent as of 11:00 a.m., New York City time
on the second Business Day next preceding the applicable
payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for
the purchase by the quoting dealer of such Specified
Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of such Specified Currency
payable to all Holders of Securities of this series, if
denominated in such Specified Currency, electing to
receive U.S. dollar payments on such payment date and at
which the applicable dealer commits to execute a
contract. If three such bid quotations are not available
on the second Business Day preceding the payment of
principal (and premium, if any) or interest for any such
Security, such payment will be made in the Specified
Currency. The Holder by his or her acceptance of this
Security hereby agrees that all currency exchange costs
associated with any payment in U.S. dollars on this
Security will be borne by the Holder hereof by deductions
from such payment. If this Security is denominated in a
Specified Currency other than U.S. dollars, (i) the
Company will at all times appoint and maintain a banking
institution that is not an Affiliate of the Company as
Exchange Rate Agent hereunder; and (ii) the Company has
initially appointed the Exchange Rate Agent specified
above as such Exchange Rate Agent and will give prompt
written notice to the Trustee of any change in such
appointment.
Payment of the principal of (and premium, if
any) and interest on any Security of this series due at
the Stated Maturity, redemption or repayment of such
Security will be made in immediately available funds upon
surrender of such Security to the Paying Agent at the
Paying Agent Office in the Place of Payment; provided
that such Security is presented to the Paying Agent in
time for the Paying Agent to make such payment in
accordance with its normal procedures. Payments of
interest on any Security of this series (other than at
the Stated Maturity, redemption or repayment of such
Security) will be made by check mailed to the address of
the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have
been appropriately designated to the Paying Agent by such
Person.
If the principal of (and premium, if any) or
interest on any Security of this series is payable in
other than U.S. dollars and such Specified Currency is
not available, due to the imposition of exchange controls
or other circumstances beyond the control of the Company,
the Company will be entitled to satisfy its obligations
to the Holder of such Security by making such payments in
U.S. dollars on the basis of the most recently available
Exchange Rate (as defined on the reverse hereof) and the
payment in U.S. dollars shall not be an Event of Default
hereunder.
Reference is hereby made to the further
provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the
reverse hereof or its Authenticating Agent by manual
signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: THE MEAD CORPORATION
By_________________________
[SEAL] Name:
Title:
Attest:
__________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the
within-mentioned Indenture.
CITIBANK, N.A.
As Trustee
By __________________________
Authorized Signatory
[Form of Reverse of Security]
[Floating Rate (Resetting Daily, Weekly,
Monthly, Quarterly, Semi-Annually or Annually)
Non-Original Issue Discount
Medium-Term Note]
THE MEAD CORPORATION
MEDIUM-TERM NOTE, SERIES A
This Security is one of a duly authorized issue
of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 20, 1997
(the "Indenture"), between the Company and Citibank,
N.A., as Trustee (herein called the "Trustee", which term
includes any successor trustee under 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 thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated
on the face hereof. The Securities of this series may be
issued upon original issuance under the Indenture from
time to time at an aggregate initial public offering
price not to exceed $154,000,000 or its equivalent in
foreign currencies, currency units or composite
currencies. The aggregate principal amount of Securities
of this series which may be issued under the Indenture
will be limited to the aggregate of the principal amounts
of the Securities of this series so issued upon original
issuance in accordance with such limit.
The rate of interest on this Security will be
reset daily, weekly, monthly, quarterly, semi-annually or
annually (such period being the "Interest Reset Period",
and the first date of each Interest Reset Period being an
"Interest Reset Date"), depending on the Interest Reset
Period specified on the face hereof; provided, however,
that the interest rate in effect from the Original Issue
Date to the first Interest Reset Date will be the Initial
Interest Rate specified on the face hereof. Except as
provided in the next sentence and in the seventh
succeeding paragraph (i.e., under the caption "Treasury
Rate"), the Interest Reset Date will be, if this Security
resets daily (unless the Interest Rate Basis for this
Security is the Treasury Rate), each Business Day; if
this Security resets weekly (unless the Interest Rate
Basis for this Security is the Treasury Rate), the
Wednesday of each week; if this Security resets weekly
and the Interest Rate Basis for this Security is the
Treasury Rate, the Tuesday of each week; if this Security
resets monthly, the third Wednesday of each month; if
this Security resets quarterly, the third Wednesday of
each March, June, September and December; if this
Security resets semi-annually, the third Wednesday of two
months of each year, as specified on the face hereof; if
this Security resets annually, the third Wednesday of one
month of each year, as specified on the face hereof; and
if this security resets at intervals other than those
described above, the date(s) specified on the face
hereof. If any Interest Reset Date would otherwise be a
day that is not a Market Day for this Security, the
Interest Reset Date shall be postponed to the next day
that is a Market Day for this Security, except that if
the Interest Rate Basis specified on the face hereof is
LIBOR and such next succeeding Market Day is in the next
succeeding calendar month, such Interest Reset Date shall
be the immediately preceding Market Day for this
Security.
"Market Day" means, (i) for any Security other
than a Security whose Interest Rate Basis is LIBOR, any
Business Day in The City of New York, and, (ii) for any
Security whose Interest Rate Basis is LIBOR, any Business
Day in The City of New York which is also a day on which
dealings in deposits in U.S. dollars are transacted in
the London interbank market (each day on which dealings
in deposits in U.S. dollars are transacted in the London
interbank market, a "London Business Day"). "Business
Day" means, with respect to any particular location, each
Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in such location
are authorized or obligated by law or executive order to
close.
If any Interest Payment Date (other than an
Interest Payment Date that is the maturity date or
earlier redemption or repayment date for this Security)
would fall on a day that is not a Market Day with respect
to this Security, such Interest Payment Date will be the
following day that is a Market Day with respect to this
Security, except that if the Interest Rate Basis for this
Security is LIBOR and such Market Day is in the next
succeeding calendar month, then such Interest Payment
Date will instead be the immediately preceding day that
is a Market Day (and interest shall accrue to, but
excluding, such Interest Payment Date as rescheduled).
If the maturity date or any earlier redemption or
repayment date of this Security would fall on a day that
is not a Market Day, the payment of principal, premium,
if any, and interest otherwise due on such day will be
made on the next succeeding Market Day, and no interest
on such payment shall accrue for the period from and
after such maturity, redemption or repayment date, as the
case may be.
Except as otherwise specified, the rate of
interest on this Security for each Interest Reset Date
shall be the rate determined in accordance with the
provisions below corresponding to the Interest Rate Basis
specified on the face hereof:
Commercial Paper Rate. If the Interest Rate
Basis of this Security is the Commercial Paper Rate,
the interest rate hereon for any Interest Reset Date
shall equal (a) the Money Market Yield (calculated
as described below) of the per annum rate (quoted on
a bank discount basis) on the relevant Commercial
Paper Interest Determination Date for commercial
paper having the Index Maturity specified on the
face hereof, (i) as such rate is published by the
Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of
Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper"
or (ii) if such rate is not published before 9:00
a.m., New York City time, on the relevant
Calculation Date, then as such rate is published by
the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 p.m. Quotations
for U.S. Government Securities" or any successor
publication published by the Federal Reserve Bank of
New York ("Composite Quotations") under the heading
"Commercial Paper" or (b) if by 3:30 p.m. New York
City time, on such Calculation Date, such rate is
not yet published in either H.15(519) or Composite
Quotations, the Money Market Yield of the arithmetic
mean of the offered per annum rates (quoted on a
bank discount basis), as of 11:00 a.m., New York
City time, on such Commercial Paper Interest
Determination Date, of three leading dealers of
commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the
Index Maturity specified on the face hereof placed
for an industrial issuer whose bond rating is "AA",
or the equivalent, from a nationally recognized
rating agency, in any of the above cases (a) or (b)
as adjusted (x) by the addition or subtraction of
the Spread, if any, specified on the face hereof,
and (y) by the multiplication by the Spread
Multiplier, if any, specified on the face hereof;
provided, however, that, if fewer than three dealers
selected as provided above by the Calculation Agent
are quoting as mentioned in this sentence, the
interest rate hereon for such Interest Reset Date
will be the interest rate hereon in effect on such
Commercial Paper Interest Determination Date (or, if
the Initial Interest Rate is then in effect, the
Commercial Paper Rate will be the Initial Interest
Rate and will not be adjusted by any Spread or
Spread Multiplier.
"Money Market Yield" shall be a yield (expressed as
a percentage) calculated in accordance with the
following formula:
Money Market Yield = 100 x 360 x D
-------------
360 - (D x M)
where "D" refers to the per annum rate for
commercial paper quoted on a bank discount basis and
expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is
being calculated.
Prime Rate. If the Interest Rate Basis of this
Security is the Prime Rate, the interest rate hereon
for any Interest Reset Date shall equal (a)(i) the
rate for the relevant Prime Rate Interest
Determination Date set forth in H.15(519) under the
heading "Bank Prime Loan", or (ii) if such rate is
not published before 9:00 a.m., New York City time,
on the relevant Calculation Date, then the
arithmetic mean of the rates of interest publicly
announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuters Monitor
Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending
rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such bank's prime rate or base
lending rate as in effect for such Prime Rate
Interest Determination Date as quoted on the Reuters
Screen USPRIME1 Page on such Prime Rate Interest
Determination Date or (b) if fewer than four such
rates appear on the Reuters Screen USPRIME1 Page on
such Prime Rate Interest Determination Date, the
arithmetic mean of the prime rates or base lending
rates (quoted on the basis of the actual number of
days in the year divided by a 360-day year) as of
the close of business on such Prime Rate Interest
Determination Date by three major money center banks
in The City of New York selected by the Calculation
Agent, in any of the above cases (a) or (b) as
adjusted (x) by the addition or subtraction of the
Spread, if any, specified on the face hereof, and
then (y) by the multiplication by the Spread
Multiplier, if any, specified on the face hereof;
provided, however, that, if fewer than three banks
selected as provided above by the Calculation Agent
are quoting as mentioned in this sentence, the
interest rate hereon for such Interest Reset Date
will be the interest rate hereon in effect on such
Prime Rate Interest Determination Date (or, if the
Initial Interest Rate is then in effect, the Prime
Rate will be the Initial Interest Rate and will not
be adjusted by any Spread or Spread Multiplier).
LIBOR. If the Interest Rate Basis of this
Security is LIBOR, the interest rate hereon for any
Interest Reset Date shall be determined by the
Calculation Agent in accordance with the following
provisions:
(a) The Calculation Agent will
determine either (i) the arithmetic mean
of the offered rates for deposits in U.S.
dollars for the period of the applicable
Index Maturity which appear on the Reuters
Screen LIBO Page at approximately 11:00
a.m., London time, on such LIBOR Interest
Determination Date if at least two such
offered rates appear on the Reuters Screen
LIBO Page ("LIBOR Reuters"), or (ii) the
rate for deposits in U.S. dollars for the
period of the applicable Index Maturity
that appears on the Telerate Page 3750 as
of 11:00 a.m., London time, on such LIBOR
Interest Determination Date ("LIBOR
Telerate"). "Reuters Screen LIBO Page"
means the display designated as Page
"LIBO" on the Reuters Monitor Money Rate
Service (or such other page as may replace
the LIBO page on the service for the
purpose of displaying London interbank
offered rates of major banks). "Telerate
Page 3750" means the display designated as
page "3750" on the Telerate Service (or
such other page as may replace the 3750
page on that service for the purpose of
displaying London interbank offered rates
of major banks). If neither LIBOR Reuters
nor LIBOR Telerate is specified on the
face hereof, LIBOR will be determined as
if LIBOR Telerate had been specified. If
fewer than two offered rates appear on the
Reuters Screen LIBO Page, or if no rate
appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that LIBOR
Interest Determination Date will be
determined as described in (b) below.
(b) If fewer than two offered
rates appear on the Reuters Screen
LIBO Page or no rate appears on
Telerate Page 3750, as applicable,
the Calculation Agent will request
the principal London offices of four
major banks in the London interbank
market, as selected by the
Calculation Agent, to provide the
Calculation Agent with its offered
quotations for deposits in U.S.
dollars for the period of the
applicable Index Maturity to prime
banks in the London interbank market
at approximately 11:00 a.m., London
time, commencing on the second London
Business day immediately following
such LIBOR Interest Determination
Date and in a principal amount equal
to an amount of not less than U.S. $l
million that is representative of a
single transaction in such market at
such time. If at least two
quotations are provided, LIBOR with
respect to such LIBOR Interest
Determination Date will be the
arithmetic mean of such quotations.
If fewer than two quotations are
provided, LIBOR in respect of that
LIBOR Interest Determination Date
will be the arithmetic mean of rates
quoted by three major banks in The
City of New York selected by the
Calculation Agent at approximately
11:00 a.m., New York City time,
commencing on the second London
Business Day immediately following
such LIBOR Interest Determination
Date for loans in U.S. dollars to
leading European banks, for the
period of the applicable Index
Maturity and in a principal amount
equal to an amount of not less than
U.S. $1 million that is
representative for a single
transaction in such market at such
time; provided, however, that if
fewer than three banks selected as
aforesaid by the Calculation Agent
are quoting rates as mentioned in
this sentence, the rate of interest
in effect for the applicable period
will be the LIBOR in effect on such
LIBOR Interest Determination Date (or
if the Initial Interest Rate is then
in effect, LIBOR will be the Initial
Interest Rate and will not be
adjusted by any Spread or Spread
Multiplier).
In any of the above cases, LIBOR will be adjusted by
the addition or subtraction of a Spread, if any,
specified on the face hereof and by multiplication
by the Spread Multiplier, if any, specified on the
face hereof.
Treasury Rate. If the Interest Rate Basis of
this Security is the Treasury Rate, the interest
rate hereon for any Interest Reset Date shall equal
(a) the rate for the auction on the relevant
Treasury Interest Determination Date of direct
obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face
hereof, (i) as such rate is published in H.15(519)
under the heading "U.S. Government
Securities/Treasury Bills/Auction Average
(Investment)" or (ii) if such rate is not so
published by 9:00 a.m., New York City time, on the
relevant Calculation Date, then the auction average
rate (expressed as a bond equivalent, on the basis
of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as
otherwise announced by the United States Department
of the Treasury or (b) if the results of such
auction of Treasury Bills having the Index Maturity
specified on the face hereof are not published or
reported as provided above by 9:00 a.m., New York
City time, on such Calculation Date, or if no such
auction is held during such week, then the rate set
forth in H.15(519) for the relevant Treasury
Interest Determination Date for the Index Maturity
specified on the face hereof under the heading "U.S.
Government Securities/Treasury Bills/Secondary
Market" or (c) if such rate is not so published by
3:00 p.m., New York City time, on the relevant
Calculation Date, then the yield to maturity
(expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30
p.m., New York City time, on such Treasury Interest
Determination Date, of three primary United States
government securities dealers in The City of New
York selected by the Calculation Agent for the issue
of Treasury Bills with a remaining maturity closest
to the Index Maturity specified on the face hereof,
in any of the above cases (a), (b) or (c) as
adjusted (x) by the addition or subtraction of the
Spread, if any, specified on the face hereof, and
(y) by the multiplication by the Spread Multiplier,
if any, specified on the face hereof; provided,
however, that, if fewer than three dealers selected
as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the Treasury
Rate hereon for such Interest Reset Date will be the
interest rate hereon in effect on such Treasury
Interest Determination Date (or, if the Initial
Interest Rate is then in effect, the Treasury Rate
will be the Initial Interest Rate and will not be
adjusted by any Spread or Spread Multiplier).
CD Rate. If the Interest Rate Basis of this
Security is the CD Rate, the interest rate hereon
for any Interest Reset Date shall equal (a) the rate
for the relevant CD Rate Interest Determination Date
for negotiable certificates of deposit having the
Index Maturity specified on the face hereof (i) as
published in H.15(519) under the heading "CDs
(Secondary Market)" or (ii) if such rate is not
published before 9:00 a.m., New York City time, on
the relevant Calculation Date, then the rate on such
CD Rate Interest Determination Date for negotiable
certificates of deposit having the Index Maturity
specified on the face hereof as published in
Composite Quotations under the heading "Certificates
of Deposit" or (b) if by 3:00 p.m., New York City
time, on such Calculation Date such rate is not
published in either H.15(519) or Composite
Quotations, the arithmetic mean of the secondary
market offered rates, as of 10:00 a.m., New York
City time, on such CD Rate Interest Determination
Date, of three leading nonbank dealers of negotiable
U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for
negotiable certificates of deposit of major United
States money market banks with a remaining maturity
closest to the Index Maturity specified on the face
hereof in a denomination of U.S. $5,000,000, in
either of the above cases (a) or (b) as adjusted (x)
by the addition or subtraction of the Spread, if
any, specified on the face hereof, and (y) by the
multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however,
that, if fewer than three dealers selected as
provided above by the Calculation Agent are quoting
as mentioned in this sentence, the interest rate
hereon for such Interest Reset Date will be the
interest rate hereon in effect on such CD Rate
Interest Determination Date (or, if the Initial
Interest Rate is then in effect, the CD Rate will be
the Initial Interest Rate and will not be adjusted
by any Spread or Spread Multiplier).
CMT Rate. If the Interest Rate Basis of this
Security is the CMT Rate, the interest rate hereon
for any Interest Reset Date will equal (a) the
treasury constant maturity rate for direct
obligations of the United States ("Treasury Notes")
on the relevant CMT Rate Interest Determination Date
for the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Constant Maturities"
or (b) in the event that such rate is not published
by 3:00 P.M., New York City time, on the relevant
Calculation Date, the bond equivalent yield of the
arithmetic mean of the secondary market bid rates as
of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date of three
primary United States government securities dealers
in The City of New York selected by the Calculation
Agent for the issue of Treasury Notes with a
remaining maturity closest to the Index Maturity, in
either of the above cases (a) or (b) as adjusted (x)
by the addition or subtraction of the Spread, if
any, specified on the face hereof and (y) by the
multiplication of the Spread Multiplier, if any,
specified on the face hereof; provided, however,
that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the interest rate with
respect to such Interest Reset Date will be the CMT
Rate in effect on the day prior to such CMT Rate
Interest Determination Date (or, if the Initial
Interest Rate is then in effect, the interest rate
will be the Initial Interest Rate and will not be
adjusted by any Spread or Spread Multiplier).
Federal Funds Rate. If the Interest Rate Basis
of this Security is the Federal Funds Rate, the
interest rate hereon for any Interest Reset Date
shall equal (a) the rate on the relevant Federal
Funds Interest Determination Date for Federal Funds
(i) as published in H.15(519) under the heading
"Federal Funds (Effective)" or (ii) if such rate is
not published before 9:00 a.m., New York City time,
on the relevant Calculation Date, then the rate on
such Federal Funds Interest Determination Date as
published in Composite Quotations under the heading
"Federal Funds/Effective Rate" or (b) if by 3:00
p.m., New York City time, on such Calculation Date
such rate is not published in either H.15(519) or
Composite Quotations, the arithmetic mean of the
rates, as of 9:00 a.m., New York City time, on such
Federal Funds Interest Determination Date, for the
last transaction in overnight Federal Funds arranged
by three leading brokers of Federal Funds
transactions in The City of New York selected by the
Calculation Agent, in any of the above cases (a) or
(b) as adjusted (x) by the addition or subtraction
of the Spread, if any, specified on the face hereof,
and (y) by the multiplication by the Spread
Multiplier, if any, specified on the face hereof;
provided, however, that, if fewer than three brokers
selected as provided above by the Calculation Agent
are quoting as mentioned in this sentence, the
interest rate hereon for such Interest Reset Date
will be the interest rate hereon in effect on such
Federal Funds Interest Determination Date (or if the
Initial Interest Rate is then in effect, the Federal
Funds Rate will be the Initial Interest Rate and
will not be adjusted by any Spread or Spread
Multiplier).
Notwithstanding the foregoing the interest rate
hereon shall not be greater than the Maximum Interest
Rate, if any, specified on the face hereof or less than
the Minimum Interest Rate, if any, specified on the face
hereof. In addition, the interest rate hereon 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 Company will at all times appoint and
maintain a banking institution that is not an Affiliate
of the Company as Calculation Agent hereunder. The
Company has initially appointed Citibank, N.A. as such
Calculation Agent and will give prompt written notice to
the Trustee of any change in such appointment. The
Company will cause the Calculation Agent to calculate the
interest rate on this Security for any Interest Reset
Date in accordance with the foregoing on or before the
Calculation Date pertaining to the related Interest
Determination Date. Except as otherwise provided herein,
all percentages resulting from any calculations will be
rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point with five one-millionths
of a percentage point rounded upward (e.g., 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655)), and
all U.S. dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with
one-half cent being rounded upwards). The "Calculation
Date," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth
calendar day after such Interest Determination Date, or,
if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or the
Stated Maturity, redemption date or repayment date, as
the case may be. The Calculation Agent's determination
of any interest rate will be final and binding in the
absence of manifest error.
Upon the request of the Holder of this
Security, the Calculation Agent will provide to such
Holder the interest rate hereon then in effect and, if
determined, the interest rate hereon which will become
effective on the next Interest Reset Date.
The Interest Determination Date pertaining to
an Interest Reset Date if the rate of interest hereon
shall be determined in accordance with the provisions
under the headings above entitled "Commercial Paper Rate"
(the "Commercial Paper Interest Determination Date"),
"Prime Rate" (the "Prime Rate Interest Determination
Date"), "CD Rate" (the "CD Rate Interest Determination
Date"), "CMT Rate" (the "CMT Rate Interest Determination
Date") and "Federal Funds Rate" (the "Federal Funds Rate
Interest Determination Date") will be the second Market
Day preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date
if the rate of interest hereon shall be determined in
accordance with the provisions under the heading above
entitled "LIBOR" (the "LIBOR Interest Determination
Date") will be the second London Business Day preceding
such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date if the rate of
interest hereon shall be determined in accordance with
the provisions under the heading above entitled "Treasury
Rate" (the "Treasury Interest Determination Date") will
be the day of the week in which such Interest Reset Date
falls (which will be the day on which Treasury bills
would normally be auctioned). If, as the result of a
legal holiday, an auction is held on the preceding
Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. If an auction
date shall fall on any Interest Reset Date for a Treasury
Rate Security, then such Interest Reset Date shall
instead be the first Market Day immediately following
such auction date.
Payments of interest hereon with respect to any
Interest Payment Date will equal the amount of interest
accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has
been paid or duly made available for payment (or from and
including the Original Issue Date, if no interest has
been paid or duly made available for payment) to but
excluding the applicable Interest Payment Date or the
Stated Maturity, as the case may be.
Accrued interest hereon from (and including)
the Original Issue Date or from (and including) the last
date to which interest has been paid or duly provided for
is calculated by multiplying the principal amount of this
Security by an accrued interest factor. Such accrued
interest factor is computed by adding the interest factor
calculated for each day from (and including) the Original
Issue Date, or from (and including) the last date to
which interest has been paid or duly provided for, to but
excluding the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal)
for each such day is computed by dividing the interest
rate (expressed as a decimal rounded to the nearest one-
hundred thousandth, as herein before specified)
applicable to such day by 360 or, if the Interest Rate
Basis for this Security is the Treasury Rate or CMT Rate,
by the actual number of days in the year.
This Security may be subject to repayment at
the option of the Holder prior to the Stated Maturity
specified on the face of this Security on the Repayment
Date(s), if any, specified on the face of this Security.
If no Repayment Dates are specified on the face of this
Security, this Security may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity.
On any Repayment Date, this Security shall be repayable
in whole or in part in increments of $1,000 or such other
minimum denomination specified on the face hereof
(provided that any remaining principal amount shall be at
least $1,000 or such other minimum denomination) at the
option of the Holder hereof at a repayment price equal to
100% of the principal amount to be repaid (or, if this
Security is an Original Issue Discount Security, such
lesser amount as is provided herein), together with
accrued but unpaid interest hereon to the date of
repayment. For this Security to be repaid in whole or in
part at the option of the Holder hereof, this Security
must be received, together with the form entitled "Option
to Elect Repayment" (set forth below) duly completed, by
the Trustee at its Corporate Trust Office (or such other
address of which the Company shall from time to time
notify the Holders), not more than 60 nor less than 30
days prior to the date of repayment. Exercise of such
repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Security
in part only, a new Security for the unpaid portion
hereof shall be issued in the name of the Holder hereof.
If so designated on the face of this Security,
this Security may be redeemed prior to its Stated
Maturity by the Company on any date on or after the
Redemption Commencement Date indicated on the face
hereof. If a Redemption Commencement Date is not
designated on the face hereof, then this Security may not
be redeemed by the Company prior to its Stated Maturity.
If a Redemption Commencement Date is specified
on the face of this Security, this Security may be
redeemed prior to its stated maturity at the option of
the Company in whole or in part in increments of $1,000
or such other minimum denomination specified on the face
hereof (provided that any remaining principal amount of
this Security shall be at least $1,000 or such other
minimum denomination specified on the face hereof) at the
Redemption Price, together with accrued interest to the
Redemption Date, on notice given not more than 60 nor
less than 30 days prior to the Redemption Date. Interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this
Security, or one or more Predecessor Securities, of
record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in
the Indenture. If less than all of the Securities of
this series are to be redeemed, the Securities of this
series to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and
appropriate. In the event of redemption of this Security
in part only, a new Security for the unredeemed portion
hereof shall be issued in the name of the Holder hereof.
The Company shall mail to each Security Holder
whose Security is to be redeemed in whole or in part a
notice setting forth the portion of such Security to be
redeemed and such notice shall be mailed to such Holder
at his address as it appears in the Security Register.
The amount of the "Make-Whole Premium" in
respect of the principal amount of this Security to be
redeemed will be the excess, if any, of (i) the sum of
the present values, as of the Redemption Date of this
Security, of (A) the respective interest payments
(exclusive of the amount of accrued interest to the
Redemption Date) on this Security that, but for such
redemption, would have been payable on their respective
Interest Payment Dates after such Redemption Date, and
(B) the payment of such principal amount that, but for
such redemption, would have been payable on the Stated
Maturity over (ii) the amount of such principal to be
redeemed. Such present values will be determined in
accordance with generally accepted principles of
financial analysis by discounting the amounts of such
payments of interest and principal from their respective
Stated Maturities to such Redemption Date at a discount
rate equal to the Treasury Yield.
The "Treasury Yield" in respect of this
Security shall be determined as of the date on which
notice of redemption of this Security is sent to the
Holder hereof by reference to the most recent Board of
Governors of the Federal Reserve System "Statistical
Release H.15 (519)" (or any successor publication of the
Federal Reserve System) which has become publicly
available not more than two Business Days prior to such
date (or, if such Statistical Release (or successor
publication) is no longer published or no longer contains
the applicable data, to the most recently published issue
of The Wall Street Journal (Eastern Edition) published
not more than two Business Days prior to such date that
contains such data or, if The Wall Street Journal
(Eastern Edition) is no longer published or no longer
contains such data, to any publicly available source of
similar market data), and shall be the most recent weekly
average yield on actively traded U.S. Treasury Securities
adjusted to a constant maturity equal to the Remaining
Life of this Security and, if applicable, converted to a
bond equivalent yield basis as described below. The
"Remaining Life of this Security" shall equal the number
of years from the Redemption Date to the Stated Maturity
of this Security; provided that if the Remaining Life of
this Security is not equal to the constant maturity of a
U.S. Treasury security for which a weekly average yield
is specified in the applicable source, then the Remaining
Life of this Security shall be rounded to the nearest
one-twelfth of one year and the Treasury Yield shall be
obtained by linear interpolation computed to the fifth
decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth
of a percentage point)), after rounding to the nearest
one-twelfth of one year, from the weekly average yields
of (a) the actively traded U.S. Treasury security with a
maturity closest to and less than the Remaining Life of
this Security and (b) the actively traded U.S. Treasury
security with a maturity closest to and greater than the
Remaining Life of this Security, except that if the
Remaining Life of this Security is less than three
months, the weekly average yield on actively traded U.S.
Treasury securities adjusted to a constant maturity of
three months shall be used. The Treasury Yield shall, if
expressed on a yield basis other than that equivalent to
a bond equivalent yield basis, be converted to a bond
equivalent yield basis and shall be computed to the fifth
decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth
of a percentage point).
If an Event of Default with respect to the
Securities of this series shall occur and be continuing,
the principal of the Securities of this series (or, in
the case of any Securities of this series that are
Original Issue Discount Securities, an amount of
principal thereof determined in accordance with the
provisions of this Security set out in the next paragraph
(the "Default Amount")) may be declared due and payable
in the manner and with the effect provided in the
Indenture.
If this Security is an Original Issue Discount
Security and if an Event of Default with respect to the
Securities of this series shall have occurred and be
continuing, the Default Amount of principal of this
Security may be declared due and payable in the manner
and with the effect provided in the Indenture. Such
Default Amount shall be equal to the adjusted issue price
as at the first day of the accrual period as determined
under the United States Internal Revenue Code of 1986, as
amended, and the Treasury regulations thereunder (the
"Code"), in which the date of acceleration occurs
increased by the daily portion of the original issue
discount for each day in such accrual period ending on
the date of acceleration, as determined under the Code.
Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue
principal and overdue interest all of the Company's
obligations in respect of the payment of the principal of
and interest, if any, on this Security shall terminate.
The Indenture contains provisions for
defeasance at any time of (i) the entire indebtedness of
this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each
case upon compliance with certain conditions set forth
therein.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the
Holders of at least 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions
permitting the Holders of specified percentages in
principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their
consequences. The principal amount of an Original Issue
Discount Security or a Security denominated in a
Specified Currency other than U.S. dollars that shall be
deemed to be Outstanding for purposes of the foregoing
shall be determined as provided in the Indenture. Any
such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security
or Securities issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon
this Security.
As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not have
the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of
a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than
25% in principal amount of the Securities of this series
at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal
amount of Securities of this series at the time
Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due
dates expressed herein.
No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the
times, places and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to
certain limitations (including, in the case of any Global
Security, certain additional limitations) therein set
forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of
the Company in the Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar,
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of
authorized denominations and for the same aggregate
principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in denominations of
(i) if denominated in U.S. dollars, $1,000 and integral
multiples thereof or (ii) if denominated in a Specified
Currency other than U.S. dollars, the equivalent amount
of such Specified Currency, at the noon buying rate in
The City of New York for cable transfers for such
Specified Currency (the "Exchange Rate") on or prior to
the sixth Business Day in The City of New York and in the
country issuing such currency (or, for ECUs, Brussels)
next preceding the Original Issue Date, to U.S. $1,000
(rounded to the nearest 1,000 units of such Specified
Currency) and any greater amount that is an integral
multiple of such amount unless otherwise specified on the
face hereof. As provided in the Indenture and subject to
certain limitations (including, in the case of any Global
Security, certain additional limitations) therein set
forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this
series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the
contrary.
THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security that are
otherwise not defined herein but are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of the within Security, 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 the right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT - __________Custodian______
(Cust) (Minor)
under Uniform Gifts to Minors Act
-----------------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
---------------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto ________________
________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________
/___________________________/
________________________________________________________
________________________________________________________
(Please Print or Typewrite Name and Address,
Including Postal Zip Code, of Assignee)
________________________________________________________
the within Security and all rights thereunder, and hereby
irrevocably constitutes and appoints ____________________
---------------------------------------------------------
to transfer said Security on the books of the Company,
with full power of substitution in the premises.
If less than the entire principal amount of the
within Security is to be sold, transferred or assigned,
specify the portion thereof which the Holder elects to
have sold, transferred or assigned: __________; and
specify the denomination or denominations (which shall
not be less than the minimum-authorized denomination) of
the Securities to be issued to the Holder for the portion
of the within Security not being sold, transferred or
assigned (in the absence of any such specification, one
such Security will be issued for the portion not being
sold, transferred or assigned):________.
Dated:___________________
Signature Guaranteed
NOTICE: Signature must be NOTICE: The signature of
guaranteed by a member firm this assignment must
of the New York Stock correspond with the
Exchange or a commercial name as written upon the
bank or trust company. face of the within Security
in every particular, without
alteration or enlargement or
any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or
portion thereof specified below) pursuant to its terms at
a price equal to the principal amount thereof, together
with interest to the Repayment 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 Security 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 Securities to be issued to the
Holder for the portion of the within Security not being
repaid (in the absence of any such specification, one
such Security will be issued for the portion not being
repaid): -----------.
Dated:----------------- ---------------------------
NOTICE: The signature on
this Option to Elect
Payment must correspond
with the name as written
upon the face of the within
Security in every
particular, without
alteration or enlargement
or any change whatever.
SIGNATURE GUARANTEED