Common use of Form of Note Clause in Contracts

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) (IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity 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 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.) No. __________________ $_____________ CUSIP No.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation, a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein), and to pay interest on said principal sum from December 11, 1995, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $___________________ $CUSIP No. HOUSEHOLD INTERNATIONAL, INC. _____________ CUSIP No.__________________ 8 1 4% SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationHousehold International, Inc., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of __ __________________________________ or registered assigns, the principal sum of $____________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)_______________, and to pay interest on said principal sum from December 11March __, 1995, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995________________, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE Depository Note -- which shall be the close of business of on the ____ Business Day next day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) (IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity 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 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.) No. __________________ $_____________ CUSIP No.__________________ _ 8 1 4_% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 2027 Great Western Financial Corporation, a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December March 31, 20252027; provided that the Company may, subject to certain conditions specified in the Indenture, (or on such later i) shorten the maturity of this Note to a date before December 31not earlier than _________, 20442016, if the Company elects to and (ii) extend the maturity date as of this Note at any time prior to ________, 202__, but in no event to a date later than March 31, 2046. The Company further described herein), and promises to pay interest on said principal sum from December 11January __, 19951997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December March 31, 19951997, at the rate of 8 1/4__% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable ispayable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTESECURITY, INSERT - INSERT: This Note is a Global global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary The Depository Trust Company ("DTC") or a nominee of a DepositaryDTC. This Note Unless and until it is exchangeable exchanged in whole or in part for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenturecertificated form, and no transfer of this Note (other than a transfer of this Note may not be transferred except as a whole by the Depositary DTC to a nominee of the Depositary DTC or by DTC or any such nominee to a successor depositary or a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described abovesuch successor depositary. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyDTC (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ $ CUSIP No.__________________ 8 1 4. TCI COMMUNICATIONS, INC. 9.72% SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationDECEMBER 31, 2036 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, _ or registered assigns, the principal sum of ________________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein), 2036 and to pay interest on said principal sum from December 11March 24, 1995, 1997 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year year, commencing December 31June 30, 19951997, at the rate of 8 1/49.72% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest interest, compounded quarterly, at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date. .] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which SECURITY --which shall be [insert date (to be selected by the close of business of the ____ Business Day next preceding such Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of the Notes not less than 10 fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Registersecurity register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of TCI Communications Financing IV, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may be by designated by the Property TrusteeTrustee of TCI Communications Financing IV. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $___________________ $CUSIP No. HOUSEHOLD INTERNATIONAL, INC. _____________ CUSIP No.__________________ 8 1 4% SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationHousehold International, Inc., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of __ __________________________________ or registered assigns, the principal sum of $____________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)_______________, and to pay interest on said principal sum from December 11March __, 1995, 2000 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 ____________ and December 31 ___________ of each year commencing December 31, 1995________________, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterlysemiannually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE Depository Note -- which shall be the close of business of on the ____ Business Day next day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ CUSIP No.__________________ 8 1 4$ -------------------------- -------------------------- MediaOne Group Funding, Inc. % SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation2036 MEDIAONE GROUP FUNDING, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December 31October 29, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)2036, and to pay interest on said principal sum from December 11, 1995, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, 1998 at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment DateDate unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of on the ____ Business Day business day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date date, and may be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - — This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Wxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ $ CUSIP No.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial . HSBC Finance Corporation, a Delaware corporation (the "“Company")”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, _______ or registered assigns, the principal sum of _$_____________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)2035, and to pay interest on said principal sum (i) from December 11, 1995, 2005 or from the most recent interest payment date (each such date, an "a “Fixed Rate Interest Payment Date"”) to which interest has been paid or duly provided forfor to but excluding ,2015, quarterly semiannually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 19952006, at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payableannum, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, compounded semiannually and (ii) from .........., 2015, or from the most recent Floating Rate Interest Payment Date (as defined herein) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on , , and of each year (beginning on , 2016) until the principal hereof shall have become due (each a “Floating Rate Interest Payment Date”, together with Fixed Rate Interest Payment Date, each an “Interest Payment Date”) and payable, at a floating rate per annum equal to LIBOR (as determined from time to time as provided on the reverse hereof) plus %, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Fixed Rate Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable on any Floating Interest Rate Payment Date shall be computed on the basis of the actual number of days in the applicable Floating Rate Period (as defined on the reverse hereof) divided by 360. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- Depository Note — which shall be the close of business of on the ____ Business Day next fifteenth day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ $ CUSIP No.__________________ 8 1 4. HOUSEHOLD INTERNATIONAL, INC. % SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation, Household International, Inc., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of __ __________________________________ or registered assigns, the principal sum of $__________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)20 , and to pay interest on said principal sum from December 11, 1995, 200 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 , and December 31 of each year commencing December 31, 1995200 , at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE Depository Note -- which shall be the close of business of on the ____ Business Day next fifteenth day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) (IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity 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 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.) No. __________________ $_____________ CUSIP No.__________________ _ 8 1 4_% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 2027 Great Western Financial Corporation, a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December 31__________, 2025, (or on such later date before December 31, 2044, if 2027; provided that the Company elects may, subject to extend certain conditions specified in the Indenture, shorten the maturity of this Note to a date as not earlier than _________, 2016. The Company further described herein), and promises to pay interest on said principal sum from December 11January __, 19951997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 __________ and December 31 __________ of each year commencing December 31__________, 19951997, at the rate of 8 1/4__% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms and the Notes shall have such additional terms as may be set forth in such form: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTENOTES, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $ CUSIP NO. CONSUMERS ENERGY COMPANY ______% SUBORDINATED DEFERRABLE INTEREST NOTES DUE____________ $_____________ CUSIP No.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationConsumers Energy Company, a Delaware Michigan corporation (the "CompanyIssuer"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars ($___________) on December 31_________, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)____, and to pay interest on said principal sum from December 11_____, 199519__, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, ___________ at the rate of 8 1/4___% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.and

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Water Street, a New York corporation ("DTC"York, New York) to the issuer or its agent for registration of transferxxxxxxxxxxxx xx xxxxxxxx, exchange xxxxxxge or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ CUSIP No.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST . $ ----------------- PLATINUM UNDERWRITERS FINANCE, INC. -% SENIOR GUARANTEED NOTE DUE 2025 Great Western Financial Corporation2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns____, the principal sum of ______ dollars ($______________ Dollars _) on December 31[-], 2025, 2007 (or on such later date before December 31, 2044, if is hereinafter referred to as the Company elects to extend the maturity date as further described herein"Stated Maturity Date"), and to pay interest on said principal sum from December 11-, 19952002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, initially at the rate of 8 1/4% -% per annum (or the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract and Remarketing Agreement this Note shall bear interest at the Reset Rate, from the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; PROVIDED that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyInterest Rate up to but excluding, the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note initially shall be payable quarterly in arrears on [-, -, -, and -] of each year (each, an "Interest Payment Date"), commencing -, 2002, and then semi-annually in arrears on the Interest Payment Dates of - and - of each year, commencing on -, 2005 until the principal hereof is paid or made available for payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- ; PROVIDED, HOWEVER, if pursuant to the terms of the Indenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be the close of business of the ____ more than one Business Day next preceding but less than 60 Business Days prior to such Interest Payment Date.] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. Reference is hereby made to the further provisions of this Note is set forth on the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder reverse hereof, by his or her acceptance hereof, hereby waives which further provisions shall for all notice of purposes have the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trusteesame effect as if fully set forth at this place. Unless the Certificate certificate of Authentication authorization hereon has been executed by the Trustee referred to on the reverse side hereofhereof by manual signature, this Note and the Guarantee endorsed herein shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ CUSIP No.__________________ 8 1 4$ ------------------------------- ------------------------------------ MediaOne Group Funding, Inc. % SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationMEDIAONE GROUP FUNDING, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December 31September 30, 2025, 2025 (or on such later date before December 31September 30, 2044, 2044 if the Company elects to extend the maturity date as further described herein), and to pay interest on said principal sum from December 11, 1995, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, 1998 at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment DateDate unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of on the ____ Business Day business day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date date, and may be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([**IF THE NOTE IS TO BE A GLOBAL NOTESECURITY, INSERT - This Note Debt Security is a Global Note Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note Debt Security is exchangeable for Global Notes 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 no transfer of this Note Debt Security (other than a transfer of this Note Debt Security 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) may be registered except in limited circumstances. Every Note Debt Security delivered upon registration of transfer of, or in exchange for, or in lieu of, of this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") ), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity 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 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ CUSIP No.__________________ 8 1 4_ 8.10% SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western June 3, 2027 ReliaStar Financial CorporationCorp., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________ReliaStar Financing II, or registered assigns, the principal sum of ______________ Dollars on December 31June 3, 20252027, (or or, at the Company's election, on such a date no later date before December 31than June 3, 2044, if the Company elects to extend the maturity date as further described herein)2046, and to pay interest on said principal sum from December 11June 3, 19951997, or from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31June 30, 19951997, at the rate of 8 1/48.10% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note Debt Security is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (Debt Security or one or more Predecessor Notes, as defined in said Indenture) Securities is registered at the close of business on the regular record date Regular Record Date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. Date [**IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES DEBT SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- SECURITY [**OR IF THE PROPERTY TRUSTEE IS NOT THE HOLDER] - which shall be the close of business of on the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date and may be paid to the Person in whose name this Note (Debt Security or one or more Predecessor Notes) Securities is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interestDefaulted Interest, notice whereof shall be given to the registered Holders of this series of Notes Debt Securities not less than 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note Debt Security shall be payable at the office or agency of the Trustee maintained for that purpose in Wilmington, Delaware in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that at the -------- ------- option of the Company payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security RegisterRegister or by wire transfer to such account as may have been appropriately designated by such Holder. Notwithstanding the foregoing, so long as the Holder of this Note Debt Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note Debt Security will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior IndebtednessDebt and shall be pari passu with all Trust Related Securities (defined to mean the obligations evidenced by debt securities (and guaranties in respect of those debt securities) initially issued to any trust, or trustee of a trust, partnership or other entity affiliated with the Company that is, directly or indirectly, a financing vehicle of the Company in connection with the issuance by such entity of preferred securities or other similar securities), and this Note Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this NoteDebt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessDebt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose purpose, until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms and the Notes shall have such additional terms as may be set forth in such form: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTENOTES, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xo the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $ CUSIP NO. CONSUMERS POWER COMPANY __________________ $_____________ CUSIP No.__________________ 8 1 4% SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE NOTES DUE 2025 Great Western Financial Corporation2015 Consumers Power Company, a Delaware Michigan corporation (the "CompanyIssuer"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars ($___________) on December 31_________, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)____, and to pay interest on said principal sum from December 11____________, 19951996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, ___________ at the rate of 8 1/4___% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business on the 15th day of the ____ Business Day next preceding month in which such Interest Payment Date occurs.] If and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date.] Any such , interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special subsequent record date (which shall not be less than five Business Days prior to be fixed by the Trustee for the date of payment of such defaulted interest, ) established by notice whereof shall be given by mail by or on behalf of the Company to the registered Holders of this series of Notes Note not less than 10 15 days prior to preceding such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturesubsequent Record Date. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee in the Borough of Manhattan, the City of New York maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company Issuer by check mailed to the registered Holder at such address as shall appear in the Security RegisterRegister or by wire transfer to an account maintained by the Holder. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - — This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Wxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ $ CUSIP No.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial . HSBC Finance Corporation, a Delaware corporation (the "“Company")”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of $______________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)2035, and to pay interest on said principal sum from December 11, 1995, 2005 or from the most recent interest payment date (each such date, an "“Interest Payment Date"”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 19952006, at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- Depository Note — which shall be the close of business of on the ____ Business Day next fifteenth day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of.] [IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. INSERT - Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. _______CUSIP No. 00000XXX0 $___________ $_____________ CUSIP No.__________________ 8 1 4PLATINUM UNDERWRITERS FINANCE, INC. 5.25% SUBORDINATE DEFERRABLE INTEREST SENIOR GUARANTEED NOTE DUE 2025 Great Western Financial Corporation2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assignsJPMorgan Chase Bank, the principal sum of __________ dollars ($_____ Dollars ) on December 31November 16, 2025, 2007 (or on such later date before December 31, 2044, if is hereinafter referred to as the Company elects to extend the maturity date as further described herein"Stated Maturity Date"), and to pay interest on said principal sum from December 11November 1, 19952002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, initially at the rate of 8 1/45.25% per annum (or the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyInterest Rate up to but excluding the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note initially shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year (each, an "Interest Payment Date"), commencing February 16, 2003 through and including November 16, 2005, and then semi-annually in arrears on the Interest Payment Dates of May 16 and November 16 of each year, commencing on May 16, 2006, until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- ; provided, however, if pursuant to the terms of the Indenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be the close of business of the ____ more than one Business Day next preceding but less than 60 Business Days prior to such Interest Payment Date.] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. Reference is hereby made to the further provisions of this Note is set forth on the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder reverse hereof, by his or her acceptance hereof, hereby waives which further provisions shall for all notice of purposes have the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trusteesame effect as if fully set forth at this place. Unless the Certificate certificate of Authentication authorization hereon has been executed by the Trustee referred to on the reverse side hereofhereof by manual signature, this Note and the Guarantee endorsed herein shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([**IF THE NOTE IS TO BE A GLOBAL NOTESECURITY, INSERT - This Note Debt Security is a Global Note Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note Debt Security is exchangeable for Global Notes 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 no transfer of this Note Debt Security (other than a transfer of this Note Debt Security 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) may be registered except in limited circumstances. Every Note Debt Security delivered upon registration of transfer of, or in exchange for, or in lieu of, of this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") ), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity 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 ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $____________________ CUSIP No.____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE ______________, ____ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western _ ReliaStar Financial CorporationCorp., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December 31______________, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)____, and to pay interest on said principal sum from December 11______________, 19951997, or from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31______________, 19951997, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note Debt Security is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (Debt Security or one or more Predecessor Notes, as defined in said Indenture) Securities is registered at the close of business on the regular record date Regular Record Date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. Date [**IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES DEBT SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- SECURITY [**OR IF THE PROPERTY TRUSTEE IS NOT THE HOLDER] - which shall be the close of business of on the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date and may be paid to the Person in whose name this Note (Debt Security or one or more Predecessor Notes) Securities is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interestDefaulted Interest, notice whereof shall be given to the registered Holders of this series of Notes Debt Securities not less than 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note Debt Security shall be payable at the office or agency of the Trustee maintained for that purpose in _____________, Delaware in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the -------- ------- Company payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security RegisterRegister or by wire transfer to such account as may have been appropriately designated by such Holder. Notwithstanding the foregoing, so long as the Holder of this Note Debt Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note Debt Security will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior IndebtednessDebt and shall be pari passu with all Trust Related Securities, and this Note Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this NoteDebt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessDebt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $______________ CUSIP No.__________________ U S WEST Capital Funding, Inc. 8 1 4% SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation2036 U S WEST CAPITAL FUNDING, INC., a Delaware Colorado corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, _ or registered assigns, the principal sum of ______________ Dollars on December 31October 29, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)2036, and to pay interest on said principal sum from December 11October 29, 1995, 1996 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, 1996 at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment DateDate unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of on the ____ Business Day business day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date date, and may be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTESECURITY, INSERT - INSERT: This Note is a Global global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary depositary or a nominee of a Depositarydepositary. This Note Unless and until it is exchangeable exchanged in whole or in part for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenturedefinitive form, and no transfer of this Note (other than a transfer of this Note may not be transferred except as a whole by the Depositary depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary depositary or another nominee of the Depositary) may be registered except in limited circumstances. Every Note delivered upon registration depositary or by the depositary or any such nominee to a successor depositary or a nominee of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described abovesuch successor depositary. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $ CUSIP No. TCI COMMUNICATIONS, INC. _____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE ________________, 20__ $_____________ CUSIP NoTCI COMMUNICATIONS, INC.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation, a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, _ or registered assigns, the principal sum of ________________ Dollars on December 31___________, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)20__, and to pay interest on said principal sum from December 11___________, 1995199_, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year year, commencing December 31____________, 1995199_, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest interest, compounded quarterly, at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date. .] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE SECURITY -- which shall be [insert date (to be selected by the close of business of the ____ Business Day next preceding such Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date date, and may be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of the Notes not less than 10 fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Registersecurity register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ CUSIP No.__________________ 8 1 4$ ------------------------------- --------------------------- MediaOne Group Funding, Inc. [ ]% SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation[ ] MEDIAONE GROUP FUNDING, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, _ or registered assigns, the principal sum of ______________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein), [ ] and to pay interest on said principal sum from December 11[ ], 1995, 199[ ] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly [ ] (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 [ ] of each year commencing December 31[ ], 1995, 199[ ] at the rate of 8 1/4[ ]% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment DateDate unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of on the ____ Business Day business day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date date, and may be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.] [IF THE NOTE IS TO BE A RESTRICTED NOTE, INSERT THIS NOTE (OR ITS PREDECESSOR) No. __________________ $_____________ CUSIP No.__________________ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationHAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, a Delaware corporation AS AMENDED (the THE "CompanySECURITIES ACT"), which term includes any successor corporation under the Indenture hereinafter referred toAND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE SECOND SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein), and to pay interest on said principal sum from December 11, 1995, or from the most recent interest payment date B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (each such date, an "Interest Payment Date"C) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, at the rate of 8 1/4% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.IT IS AN INSTITUTIONAL

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee The Bank of a DepositaryNew York, as Property Trustee of BAC Capital Trust [_] (the "Trust"). This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary The Bank of New York, as Property Trustee of BAC Capital Trust [_] or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede CEDE & Co. CO. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) and any payment hereon 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 ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) No. ___THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $_______________ $___________CUSIP No. __ CUSIP __ No._____________ BANK OF AMERICA CORPORATION [__%] JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTES DUE [______ 8 1 4% SUBORDINATE DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation] BANK OF AMERICA CORPORATION, a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars ($___________) on December 31[________, 2025, ____] (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein"Maturity Date"), and to pay interest on said principal sum from December 11[________, 1995, ____] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on March 31January 15, June 30April 15, September 30 July 15 and December 31 October 15 [January 15 and July 15] of each year commencing December 31January 15, 1995[____], at the rate of 8 1/4% [__%] per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyquarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.be

Form of Note. The Notes and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of.] [IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. INSERT - Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. CUSIP No. 441815 AQ 0 $_____________________ $_____________ CUSIP No.__________________ 8 1 4HOUSEHOLD FINANCE CORPORATION 8.875% SUBORDINATE DEFERRABLE INTEREST SENIOR NOTE DUE 2025 Great Western Financial Corporation2008 HOUSEHOLD FINANCE CORPORATION, a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns____, the principal sum of ______ dollars ($______________ Dollars _) on December 31February 15, 2025, 2008 (or on such later date before December 31, 2044, if is hereinafter referred to as the Company elects to extend the maturity date as further described herein"Stated Maturity Date"), and to pay interest on said principal sum from December 11October 30, 19952002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, initially at the rate of 8 1/48.875% per annum (or the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyInterest Rate up to but excluding the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note shall be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2003, until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business of the ____ Business Day next preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as Note Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. Reference is hereby made to the further provisions of this Note is set forth on the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder reverse hereof, by his or her acceptance hereof, hereby waives which further provisions shall for all notice of purposes have the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trusteesame effect as if fully set forth at this place. Unless the Certificate certificate of Authentication authorization hereon has been executed by the Trustee referred to on the reverse side hereofhereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this 18 Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $___________________ $CUSIP No. HOUSEHOLD INTERNATIONAL, INC. _____________ CUSIP No.__________________ 8 1 4% SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationHousehold International, Inc., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of __ __________________________________ Dollars or registered assigns, the principal sum of $____________ on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)_______________, and to pay interest on said principal sum from December 11_________, 1995, 2001 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31_________, June 30_________, September 30 _________ and December 31 ___________ of each year commencing December 31, 1995________________, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next fifteenth day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE Depository Note -- which shall be the close of business of on the ____ Business Day next day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms and the Notes shall have such additional terms as may be set forth in such form: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTENOTES, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to to, and is registered in the name of of, a Depositary or a nominee of a Depositary. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Water Street, a New York corporation ("DTC"York, New York) to the issuer or its agent for registration of transferrxxxxxxxxxxx xx xxxxxxxx, exchange xxxxxxxe or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ $ CUSIP No.__________________ 8 1 4NO. 21051E202 CONSUMERS ENERGY COMPANY 9% SUBORDINATE DEFERRABLE INTEREST NOTE SUBORDINATED DEBENTURES DUE 2025 Great Western Financial CorporationJune 30, 2031 Consumers Energy Company, a Delaware Michigan corporation (the "CompanyIssuer"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ one hundred twenty eight million eight hundred sixty six thousand Dollars ($128,866,000) on December 31June 30, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)2001, and to pay interest on said principal sum from December 11May 31, 19952001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 30, and December 31 of each year commencing December 31June 30, 1995, 2001 at the rate of 8 1/49% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business on the 15th day of the ____ Business Day next preceding month in which such Interest Payment Date occurs.] If and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date.] Any such , interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special subsequent record date (which shall not be less than five Business Days prior to be fixed by the Trustee for the date of payment of such defaulted interest, ) established by notice whereof shall be given by mail by or on behalf of the Issuer to the registered Holders Holder of this series of Notes Note not less than 10 15 days prior to preceding such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturesubsequent Record Date. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee in the Borough of Manhattan, the City of New York maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company Issuer by check mailed to the registered Holder at such address as shall appear in the Security RegisterRegister or by wire transfer to an account maintained by the Holder. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this 18 Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $___________________ $CUSIP No. HOUSEHOLD INTERNATIONAL, INC. _____________ CUSIP No.__________________ 8 1 4% SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationHousehold International, Inc., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of __ __________________________________ or registered assigns, the principal sum of $____________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)_______________, and to pay interest on said principal sum from December 11March __, 1995, 2000 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31_________, June 30_________, September 30 _________ and December 31 ___________ of each year commencing December 31, 1995________________, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE Depository Note -- which shall be the close of business of on the ____ Business Day next day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. CUSIP No. $___________________ $_____________ CUSIP No.__________________ 8 1 4PLATINUM UNDERWRITERS FINANCE, INC. *% SUBORDINATE DEFERRABLE INTEREST SENIOR GUARANTEED NOTE DUE 2025 Great Western Financial Corporation2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns____, the principal sum of ______ dollars ($______________ Dollars _) on December 31[*], 2025, 2007 (or on such later date before December 31, 2044, if is hereinafter referred to as the Company elects to extend the maturity date as further described herein"Stated Maturity Date"), and to pay interest on said principal sum from December 11*, 19952002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year commencing December 31, 1995, initially at the rate of 8 1/4*% per annum (or the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract and Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; PROVIDED that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterlyInterest Rate up to but excluding the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note initially shall be payable quarterly in arrears on [*, *, *, and *] of each year (each, an "Interest Payment Date"), commencing *, 2002 through and including *, 2005, and then semi-annually in arrears on the Interest Payment Dates of * and * of each year, commencing on *, 2006 until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- ; PROVIDED, HOWEVER, if pursuant to the terms of the Indenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be the close of business of the ____ more than one Business Day next preceding but less than 60 Business Days prior to such Interest Payment Date.] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. Reference is hereby made to the further provisions of this Note is set forth on the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder reverse hereof, by his or her acceptance hereof, hereby waives which further provisions shall for all notice of purposes have the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trusteesame effect as if fully set forth at this place. Unless the Certificate certificate of Authentication authorization hereon has been executed by the Trustee referred to on the reverse side hereofhereof by manual signature, this Note and the Guarantee endorsed herein shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTESECURITY, INSERT - INSERT: This Note is a Global global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary The Depository Trust Company ("DTC") or a nominee of a DepositaryDTC. This Note Unless and until it is exchangeable exchanged in whole or in part for Global Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenturecertificated form, and no transfer of this Note (other than a transfer of this Note may not be transferred except as a whole by the Depositary DTC to a nominee of the Depositary DTC or by DTC or any such nominee to a successor depositary or a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described abovesuch successor depositary. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyDTC (55 Xxxxx Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. __________________ $_____________ $ CUSIP No.__________________ 8 1 4. XL CAPITAL LTD [ ]% SUBORDINATE SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial Corporation, 20 XL CAPITAL LTD, a Delaware corporation Cayman Islands exempted limited company (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, _ or registered assigns, the principal sum of ________________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein), and to pay interest on said principal sum from December 11, 1995, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year year, commencing December 31, 199520 , at the rate of 8 1/4[ ]% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest interest, compounded quarterly, at the same rate per annum compounded quarterlyannum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date. .] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE SECURITY -- which shall be [insert date (to be selected by the close of business of the ____ Business Day next preceding such Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurities) is registered at the close of business on a special record date to be fixed by the Trustee Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of the Notes not less than 10 fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Registersecurity register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of XL Capital Trust [ ], the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may be by designated by the Property TrusteeTrustee of XL Capital Trust [ ]. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination sub- ordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) ([IF THE NOTE IS TO BE A GLOBAL NOTEDepository Note, INSERT - This Note is a Global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Note is exchangeable for Global Notes registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Every Note delivered upon registration of transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security, subject to the foregoing, except in the limited circumstances described above. Unless this certificate Note is presented by an authorized representative of The Depository Trust CompanyCompany (55 Watex Xxxxxx, a New York corporation ("DTC"Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (or to such other entity as is requested by an authorized representative of DTC) The Depository Trust Company and any payment hereon is made to Cede & Co. (or to such other entity as is requested by an authorized representative of DTC)Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY A PERSON IS WRONGFUL inasmuch as since the registered owner hereof, Cede & Co., has an interest herein.) ] No. $___________________ $CUSIP No. HOUSEHOLD INTERNATIONAL, INC. _____________ CUSIP No.__________________ 8 1 4% SUBORDINATE JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2025 Great Western Financial CorporationHousehold International, Inc., a Delaware corporation (the "Company"), which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of __ __________________________________ or registered assigns, the principal sum of $____________ Dollars on December 31, 2025, (or on such later date before December 31, 2044, if the Company elects to extend the maturity date as further described herein)_______________, and to pay interest on said principal sum from December 11March __, 1995, 2000 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31________, June 30_______, September 30 ____________ and December 31 ___________ of each year commencing December 31, 1995________________, at the rate of 8 1/4____% per annum (or at 7 3/4% per annum if the Company elects to reduce the interest rate per annum as further described herein) until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment, installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE Depository Note -- which shall be the close of business of on the ____ Business Day next day preceding such Interest Payment Date.] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Note Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.