(Address of principal executive offices, including zip code)

301-380-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01.    Other Events

 

The Terms Agreement, the Underwriting Agreement, the Indenture and the form of Note are all filed or incorporated by reference as exhibits to this Current Report.

Item 9.01.    Financial Statements and Exhibits

 

4.2 Form of 6.375% Series I Notes due 2017.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit No.		Description
EX-1.2		Terms Agreement dated June 20, 2007, among the Company and the Underwriters named therein.
EX-4.2		Form of 6.375% Series I Notes due 2017.

Exhibit 1.2

Terms Agreement

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS CAPITAL INC. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. GREENWICH CAPITAL MARKETS, INC. SCOTIA CAPITAL (USA) INC. BNP PARIBAS SECURITIES CORP. HSBC SECURITIES (USA) INC. MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. LEHMAN BROTHERS INC. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10080

June 20, 2007

Dear Ladies and Gentlemen:

     Marriott International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Provisions (the “Terms and Provisions”) attached hereto, to issue and sell to each of the Underwriters named in Schedule I hereto (the “Underwriters”), and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto. Each of the provisions of the Terms and Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Terms and Provisions so incorporated by reference shall be deemed to refer to you. Terms defined in the Terms and Provisions and the address of the Representatives referred to in Section 11 of the Terms and Provisions and the address of the Representatives referred to in such Section 11 are set forth in Schedule II hereto.

The Representatives hereby confirm and the Company acknowledges that the list of the

Underwriters and their respective participation in the sale of the Securities and the statements with respect to the public offering of the Securities by the Underwriters set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and (ii) in the fifth and eighth paragraphs under the heading “Underwriting” in the Company’s Prospectus Supplement dated June 20, 2007, to the Company’s Prospectus dated December 8, 2005, relating to the Securities (the “Prospectus Supplement”) constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Prospectus Supplement.

BALT2\4317494.3 14836-3

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     For the purposes of the Terms and Provisions, the “Applicable Time” shall be 5:29 p.m. (Eastern Time) on the date hereof.

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     If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Terms and Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Very truly yours, MARRIOTT INTERNATIONAL, INC.

By: /s/ Arne M. Sorenson Name: Arne M. Sorenson Title: Executive Vice President and Chief Financial Officer

Accepted as of the date hereof: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS CAPITAL INC. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. GREENWICH CAPITAL MARKETS, INC. SCOTIA CAPITAL (USA) INC. BNP PARIBAS SECURITIES CORP. HSBC SECURITIES (USA) INC. MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. LEHMAN BROTHERS INC.

By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: /s/ David Portugal Name: David Portugal Title: Vice President By: BARCLAYS CAPITAL INC. By: /s/ Pamela Kendall Name: Pamela Kendall Title: Director

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		Schedule I
				Principal Amount of
Underwriter				Securities to be Purchased
Merrill Lynch, Pierce, Fenner & Smith
Incorporated				$131,250,000
Barclays Capital Inc				89,250,000
Banc of America Securities LLC				15,750,000
Citigroup Global Markets Inc				15,750,000
Greenwich Capital Markets, Inc				15,750,000
Scotia Capital (USA) Inc.				15,750,000
BNP Paribas Securities Corp.				10,500,000
HSBC Securities (USA) Inc				10,500,000
Morgan Stanley & Co. Incorporated				10,500,000
Credit Suisse Securities (USA) LLC				8,750,000
Deutsche Bank Securities Inc				8,750,000
J.P. Morgan Securities Inc.				8,750,000
Lehman Brothers Inc.				8,750,000
Total				$ 350,000,000

BALT2\4317494.3 14836-3

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Schedule II
Representative:		Merrill Lynch, Pierce, Fenner & Smith Incorporated
Underwriting Agreement:		June 9, 2006
Registration Statement No.:		333-130212
Title of Securities:		6.375% Series I Notes due 2017
Aggregate principal amount:		$350,000,000
Price to Public:		99.501% of the principal amount of the Securities, plus accrued
		interest, if any, from June 25, 2007
Underwriting Discount:		0.650%
Indenture:		Indenture dated as of November 16, 1998 between Marriott
		International, Inc. and Bank of New York, as successor to
		JPMorgan Chase Bank, N.A., formerly known as The Chase
		Manhattan Bank, as trustee
Date of Maturity:		June 15, 2017
Interest Rate:		6.375% per annum, payable semiannually
Interest Payment Dates:		June 15 and December 15, commencing December 15, 2007
CUSIP		571903 AG8
Redemption Provisions:		The Securities may be redeemed in whole or in part at any time
		and from time to time at a redemption price equal to the greater
		of (1) 100% of the principal amount of the Securities being
		redeemed and (2) the sum of the present values of the remaining
		scheduled payments of principal and interest (not including
		accrued interest as of the redemption date) on the Securities to be
		redeemed, discounted to the redemption date on a semi-annual
		basis (assuming a 360-day year consisting of twelve 30-day
		months) at the Treasury Rate (the yield to maturity of the United
		States Treasury security, selected by a primary U.S. government
		securities dealer, having a maturity comparable to the remaining
		term of the Securities being redeemed) plus 20 basis points, plus,
		in each case, accrued and unpaid interest on the Securities to the
		redemption date.
Purchase of Securities Upon a Change
in Control Repurchase Event:		If a change of control repurchase event occurs, the issuer will be
		required, subject to certain conditions, to make an offer to
		repurchase the Securities at a price equal to 101% of the
		principal amount of the Securities, plus accrued and unpaid
		interest to the date of repurchase. “Change of control repurchase
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14836-3

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		event” means the occurrence of both a change of control and a
		below investment grade rating event.
		“Change of control” means the consummation of any transaction
		(including, without limitation, any merger or consolidation) the
		result of which is that any “person” (as that term is used in
		Section 13(d)(3) of the Exchange Act) becomes the beneficial
		owner, directly or indirectly, of more than 50% of our voting
		stock, measured by voting power rather than number of shares.
		Notwithstanding the foregoing, a transaction effected to create a
		holding company for us will not be deemed to involve a change
		of control if: (1) pursuant to such transaction we become a direct
		or indirect wholly owned subsidiary of such holding company
		and (2)(A) the direct or indirect holders of the voting stock of
		such holding company immediately following that transaction
		are substantially the same as the holders of our voting stock
		immediately prior to that transaction or (B) immediately
		following that transaction no person (other than a holding
		company satisfying the requirements of this sentence) is the
		beneficial owner, directly or indirectly, of more than 50% of the
		voting stock of such holding company, measured by voting
		power rather than number of shares.
		“Below investment grade rating event” is defined in the
		Preliminary Prospectus Supplement dated June 20, 2007.
Sinking Fund Provisions:		None.
Other Provisions:		As specified in the Prospectus Supplement dated June 20, 2007
relating to the Securities.
Securities Exchange:		The Securities will not be listed on any exchange.
Closing Date and Delivery Date:		June 25, 2007
Closing Location:		DLA Piper US LLP
		6225 Smith Avenue
		Baltimore, Maryland 21209-3600
Address for Notices
to Underwriters:		c/o Merrill Lynch, Pierce, Fenner & Smith
		Incorporated
4 World Financial Center
		New York, NY 10080

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ANNEX A

Permitted Free Writing Prospectus

Final Term Sheet dated June 20, 2007

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ANNEX B

MARRIOTT INTERNATIONAL, INC.

FINAL TERM SHEET
Dated: June 20, 2007
Issuer:		Marriott International, Inc.
Title of Securities:		6.375% Series I Notes due 2017
Trade Date:		June 20, 2007
Settlement Date:		June 25, 2007
Maturity Date:		June 15, 2017
Ratings:		Baa2 (Stable) by Moody’s Investors Service, Inc and BBB+
		(Stable) by Standard & Poor’s Rating Service
Principal Amount:		$350,000,000
Coupon (Interest Rate):		6.375%
Interest Payment Dates:		Semi-annually on each June 15 and December 15, commencing
on December 15, 2007
Yield to Maturity:		6.444%
Spread to Benchmark Treasury:		+130 basis points
Benchmark Treasury:		UST 4.50 % due 05/15/17
Benchmark Treasury Price and Yield:		95-1+ / 5.144%
Price to Public:		99.501%
Optional Redemption:		Make-whole call plus 20 basis points
Change of Control Repurchase Event:		Upon the occurrence of a change of control repurchase event, we
		will be required to make an offer to purchase the notes at a price
		equal to 101% of their principal amount plus accrued and unpaid
		interest to the date of repurchase.
		“Change of control repurchase event” means the occurrence of
		both a change of control and a below investment grade rating
		event.

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		“Change of control” means the consummation of any transaction
		(including, without limitation, any merger or consolidation) the
		result of which is that any “person” (as that term is used in
		Section 13(d)(3) of the Exchange Act) becomes the beneficial
		owner, directly or indirectly, of more than 50% of our voting
		stock, measured by voting power rather than number of shares.
		Notwithstanding the foregoing, a transaction effected to create a
		holding company for us will not be deemed to involve a change
		of control if: (1) pursuant to such transaction we become a direct
		or indirect wholly owned subsidiary of such holding company
		and (2)(A) the direct or indirect holders of the voting stock of
		such holding company immediately following that transaction
		are substantially the same as the holders of our voting stock
		immediately prior to that transaction or (B) immediately
		following that transaction no person (other than a holding
		company satisfying the requirements of this sentence) is the
		beneficial owner, directly or indirectly, of more than 50% of the
		voting stock of such holding company, measured by voting
		power rather than number of shares.
		“Below investment grade rating event” is defined in the
		Preliminary Prospectus Supplement dated June 20, 2007.
Minimum Denominations:		$1,000
Joint Bookrunners:		Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays
		Capital Inc.
Co-Managers:		Banc of America Securities LLC, Citigroup Global Markets Inc.,
		Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc.,
		BNP Paribas Securities Corp., HSBC Securities (USA) Inc.,
		Morgan Stanley & Co. Incorporated, Credit Suisse Securities
		(USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan
		Securities Inc., Lehman Brothers Inc.
CUSIP:		571903AG8

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering can arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free (866) 500-5408 or Barclays Capital Inc. toll-free at 888-227-2275 Ext. 2663.

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EXHIBIT 4.2

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIF ICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.

MARRIOTT INTERNATIONAL, INC.
6.375% Series I Notes due June 15, 2017
No. R-1				$350,000,000.00
CUSIP 571903 AG 8

     MARRIOTT INTERNATIONAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Three Hundred Fifty Million Dollars on June 15, 2017 and to pay interest thereon from June 25, 2007, semi-annually on June 15 and December 15 in each year, commencing December 15, 2007, at the rate of 6.375% per annum, until the principal hereof is paid or made available for payment. All such payments of principal, interest and premium, if any, shall be paid in immediately available funds. 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 May 31 or November 30 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will 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 whereof 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.

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     Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained for that purpose in Dallas, Texas, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, the Person in whose name this Security is registered may elect to receive payments of interest on this Security (other than at Maturity) by electronic funds transfer of immediately available funds to an account maintained by such Person, provided such Person so elects by giving written notice to a Paying Agent designating such account, no later than the May 15 or the November 15 immediately preceding the June 15 or December 15 Interest Payment Date, as the case may be. Unless such designation is revoked by such Person, any such designation made by such Person with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Person.

     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 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: June 25, 2007

MARRIOTT INTERNATIONAL, INC.

By: /s/ Carl T. Berquist Carl T. Berquist Executive Vice President

Attest:

/s/ W. David Mann Assistant Secretary

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

THE BANK OF NEW YORK as Trustee

By: /s/ Francine Kincaid Francine Kincaid Authorized Officer

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[Reverse of Security]

     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 November 16, 1998 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York, successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture 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, limited initially in aggregate principal amount to $350,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

     The Company may, at its option, redeem the Securities in whole or in part at any time at a Redemption Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, plus accrued interest to the Redemption Date, and (B) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the principal amount of, and remaining scheduled payments of interest on, the Securities to be redeemed (not including any interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate (as defined below) plus 20 basis points plus accrued interest to, but not including, the redemption date for the Securities.

     The Redemption Price will be calculated assuming a 360-day year consisting of twelve 30-day months.

     The Company will mail notice of any redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed.

     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption.

     In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding

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the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

     “Reference Treasury Dealer” means (a) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. and its successors, unless it ceases to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer, and (b) any other Primary Treasury Dealer selected by the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.

     “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third business day preceding the Redemption Date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

     If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities of this series, the Company will make an offer to each Holder of the Securities of this series to repurchase all or any part (in integral multiples of $1,000) of that Holder’s Securities of this series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities of this series repurchased plus any accrued and unpaid interest on the Securities of this series repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control (as defined below), but after the public announcement of the Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Securities of this series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions herein, the

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Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions herein by virtue of such conflict.

     On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

     1. accept for payment all Securities of this series or portions of Securities of this series properly tendered pursuant to the Company’s offer;

     2. deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities of this series or portions of Securities of this series properly tendered; and

     3. deliver or cause to be delivered to the Trustee the Securities of this series properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Securities being purchased by the Company.

     The Paying Agent will promptly mail to each Holder of the Securities of this series properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $1,000 or an integral multiple of $1,000.

     The Company will not be required to make an offer to repurchase the Securities of this series upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer.

     “Below Investment Grade Rating Event” means the Securities of this series are rated below Investment Grade (as defined below) by both Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities of this series is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event herein) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

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     “Change of Control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s Voting Stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to create a holding company for the Company will not be deemed to involve a change of control if: (1) pursuant to such transaction the Company becomes a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than number of shares.

     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company.

“Moody’s” means Moody’s Investors Service Inc.

     “Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities of this series or fails to make a rating of the Securities of this series publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

     “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

     The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

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     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 50% 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. 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 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain 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 Trustee in any place where the principal of and any premium and interest on this Security are payable, 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 $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are

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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.

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     All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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 --TEN ENT --JT TEN --

as tenants in common		UNIF GIFT MIN Act – ______ Custodian ______
as tenants by the entireties		(Cust)		(Minor)
as joint tenants with right of		under Uniform Gifts to
survivorship and not as		Minors Act
tenants in common				(State)

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

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________________________________________
(Name and Address of Assignee, including zip code, must be printed or typewritten)

the within Security, and all rights thereunder, hereby irrevocably constituting and appointing

_______________________________________________________________________________________________
Attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated:

     NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement of any change whatever.

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