{"id":41341,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-indenture-best-buy-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-indenture-best-buy-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/supplemental-indenture-best-buy-co-inc.html","title":{"rendered":"Supplemental Indenture – Best Buy Co. Inc."},"content":{"rendered":"

FIRST SUPPLEMENTAL INDENTURE<\/strong><\/p>\n

Dated as of March 11, 2011<\/strong><\/p>\n

to<\/strong><\/p>\n

INDENTURE<\/strong><\/p>\n

Dated as of March 11, 2011<\/strong><\/p>\n

Between<\/strong><\/p>\n

BEST BUY CO., INC.,<\/strong><\/p>\n

as Issuer<\/strong><\/p>\n

and<\/strong><\/p>\n

WELLS FARGO BANK, N.A.,<\/strong><\/p>\n

as Trustee<\/strong><\/p>\n

\n

3.750% Notes due 2016<\/strong><\/p>\n

5.500% Notes due 2021<\/strong><\/p>\n

\n
\n

<\/p>\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 1. DEFINITIONS<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.1.<\/p>\n<\/td>\n

\n

Definition of Terms<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 2. TERMS AND CONDITIONS OF NOTES<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.1.<\/p>\n<\/td>\n

\n

Designation and Principal Amount<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.2.<\/p>\n<\/td>\n

\n

Maturity<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.3.<\/p>\n<\/td>\n

\n

Further Issues<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.4.<\/p>\n<\/td>\n

\n

Payment<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.5.<\/p>\n<\/td>\n

\n

Global Securities<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.6.<\/p>\n<\/td>\n

\n

Interest<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.7.<\/p>\n<\/td>\n

\n

Authorized Denominations<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.8.<\/p>\n<\/td>\n

\n

Redemption; Purchase and Sinking Fund<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.9.<\/p>\n<\/td>\n

\n

Ranking<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.10.<\/p>\n<\/td>\n

\n

Appointments<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.11.<\/p>\n<\/td>\n

\n

Defeasance<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.12.<\/p>\n<\/td>\n

\n

Guarantees<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 3. FORM OF NOTES<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.1.<\/p>\n<\/td>\n

\n

Form of Notes<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 4. ORIGINAL ISSUE OF NOTES<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.1.<\/p>\n<\/td>\n

\n

Original Issue of Notes<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 5. MISCELLANEOUS<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.1.<\/p>\n<\/td>\n

\n

Ratification of Indenture<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.2.<\/p>\n<\/td>\n

\n

Trustee Not Responsible for Recitals<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.3.<\/p>\n<\/td>\n

\n

Governing Law<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.4.<\/p>\n<\/td>\n

\n

Separability<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.5.<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT A : Form of 2016 Notes<\/p>\n<\/td>\n

\n

A-1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT B : Form of 2021 Notes<\/p>\n<\/td>\n

\n

B-1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

<\/p>\n

FIRST SUPPLEMENTAL INDENTURE, dated as of March 11, 2011 (this
\n“Supplemental Indenture<\/u>“), between BEST BUY CO., INC., a corporation duly
\norganized and existing under the laws of the State of Minnesota (the
\n“Company<\/u>“), and WELLS FARGO BANK, N.A., a national banking association
\nduly organized and existing under the laws of the United States, as Trustee (the
\n“Trustee<\/u>“).<\/p>\n

RECITALS OF THE COMPANY<\/p>\n

WHEREAS, the Company executed and delivered to the Trustee the Indenture,
\ndated as of March 11, 2011 (the “Indenture<\/u>“), to provide for the issuance
\nof the Company153s debt securities (the “Securities<\/u>“), to be issued in one
\nor more series;<\/p>\n

WHEREAS, pursuant to the terms of the Indenture, the Company desires to
\nprovide for the establishment of two new series of its Securities under the
\nIndenture to be known as its “3.750% Notes due 2016” (the “2016 Notes<\/u>“)
\nand “5.500% Notes due 2021” (the “2021 Notes<\/u>” and, together with the 2016
\nNotes, the “Notes<\/u>“), the form and substance and the terms, provisions and
\nconditions thereof to be set forth as provided in the Indenture and this
\nSupplemental Indenture;<\/p>\n

WHEREAS, the Board of Directors of the Company by duly adopted resolutions
\nhas authorized the proper officers of the Company to, among other things,
\ndetermine the terms of the Securities to be issued under the Indenture and
\nexecute any and all appropriate documents necessary or appropriate to effect
\neach such issuance;<\/p>\n

WHEREAS, this Supplemental Indenture is being entered into pursuant to the
\nprovisions of Section 901(8) of the Indenture;<\/p>\n

WHEREAS, the Company has requested that the Trustee execute and deliver this
\nSupplemental Indenture; and<\/p>\n

WHEREAS, all things necessary to make this Supplemental Indenture a valid
\nagreement of the Company, in accordance with its terms, and to make the Notes,
\nwhen executed and delivered by the Company and authenticated by the Trustee, the
\nvalid obligations of the Company, have been performed, and the execution and
\ndelivery of this Supplemental Indenture has been duly authorized in all
\nrespects.<\/p>\n

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:<\/p>\n

For and in consideration of the premises and the purchase of the Notes by the
\nHolders thereof, and for the purpose of setting forth, as provided in the
\nIndenture, the forms and terms of the Notes, the Company covenants and agrees
\nwith the Trustee, as follows:<\/p>\n

\n

<\/p>\n

ARTICLE 1.<\/strong><\/p>\n

DEFINITIONS<\/strong><\/p>\n

Section 1.1. Definition of Terms<\/u>. Unless the context otherwise
\nrequires:<\/p>\n

(a) each term defined in the Indenture has the same meaning when used in this
\nSupplemental Indenture;<\/p>\n

(b) the singular includes the plural, and vice versa<\/em>; and<\/p>\n

(c) headings are for convenience of reference only and do not affect
\ninterpretation.<\/p>\n

ARTICLE 2.<\/strong><\/p>\n

TERMS AND CONDITIONS OF NOTES<\/strong><\/p>\n

Section 2.1. Designation and Principal Amount<\/u>.<\/p>\n

(a) There is hereby authorized and established a series of Securities under
\nthe Indenture, designated as the “3.750% Notes due 2016,” which is initially
\nlimited in aggregate principal amount to $350,000,000 (except upon registration
\nof transfer of, or in exchange for, or in lieu of, other 2016 Notes pursuant to
\nSection 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes
\nwhich, pursuant to Section 303 of the Indenture, are deemed never to have been
\nauthenticated and delivered).<\/p>\n

(b) There is hereby authorized and established a series of Securities under
\nthe Indenture, designated as the “5.500% Notes due 2021,” which is initially
\nlimited in aggregate principal amount to $650,000,000 (except upon registration
\nof transfer of, or in exchange for, or in lieu of, other 2021 Notes pursuant to
\nSection 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes
\nwhich, pursuant to Section 303 of the Indenture, are deemed never to have been
\nauthenticated and delivered).<\/p>\n

Section 2.2. Maturity<\/u>.<\/p>\n

(a) The Stated Maturity of principal of the 2016 Notes shall be March 15,
\n2016.<\/p>\n

(b) The Stated Maturity of principal of the 2021 Notes shall be March 15,
\n2021.<\/p>\n

Section 2.3. Further Issues<\/u>. The Company may at any time and from time
\nto time, without the consent of the Holders of any series of the Notes, issue
\nadditional Notes of such series; provided that any such additional Notes shall
\nbe fungible for U.S. federal income tax purposes with the relevant series of
\nNotes issued hereunder. Any such additional Notes shall have the same ranking,
\ninterest rate, maturity date and other terms as the relevant series of the<\/p>\n

2<\/p>\n

\n

<\/p>\n

Notes. Any such additional Notes of a series, together with the Notes of the
\nrelevant series herein provided for, shall constitute a single series of
\nSecurities under the Indenture.<\/p>\n

Section 2.4. Payment<\/u>. Principal of and interest on the Notes shall be
\npayable in U.S. dollars in immediately available funds at the office or agency
\nof the Company maintained for such purpose, which shall initially be at the
\nCorporate Trust Office of the Trustee; provided<\/u>, however<\/u>, that
\npayment of interest may be made at the option of the Company through the Paying
\nAgent by check mailed to the Holder at such address as shall appear in the
\nSecurity Register at the close of business on the Record Date for such Holder or
\nby wire transfer to an account appropriately designated by the Holder to the
\nCompany and the Trustee; and provided<\/u>, further<\/u>, that the Company
\nthrough the Paying Agent shall pay principal of and interest on the Notes in the
\nform of Global Securities registered in the name of or held by The Depository
\nTrust Company (“DTC<\/u>“) or such other Depositary as any Officer of the
\nCompany may from time to time designate, or its respective nominee, by wire
\ntransfer in immediately available funds to such Depositary or its nominee, as
\nthe case may be, as the registered holder of such Notes in the form of Global
\nSecurities.<\/p>\n

Section 2.5. Global Securities<\/u>. Upon the original issuance, the Notes
\nwill be represented by Global Securities registered in the name of Cede &
\nCo., the nominee of DTC. The Company will deposit the Global Securities with DTC
\nor its custodian and register the Global Securities in the name of Cede &
\nCo.<\/p>\n

Section 2.6. Interest<\/u>.<\/p>\n

(a) The 2016 Notes shall bear interest (computed on the basis of a 360-day
\nyear consisting of twelve 30-day months) from March 11, 2011 at the rate of
\n3.750% per annum, payable semi-annually in arrears. Interest payable on each
\nInterest Payment Date shall include interest accrued from March 11, 2011, or
\nfrom the most recent Interest Payment Date to which interest has been paid or
\nduly provided for. The Interest Payment Dates on which such interest shall be
\npayable are March 15 and September 15, commencing on September 15, 2011; and the
\nRecord Date for the interest payable on any Interest Payment Date is the close
\nof business on March 1 or September 1, as the case may be, next preceding the
\nrelevant Interest Payment Date.<\/p>\n

(b) The 2021 Notes shall bear interest (computed on the basis of a 360-day
\nyear consisting of twelve 30-day months) from March 11, 2011 at the rate of
\n5.500% per annum, payable semi-annually in arrears. Interest payable on each
\nInterest Payment Date shall include interest accrued from March 11, 2011, or
\nfrom the most recent Interest Payment Date to which interest has been paid or
\nduly provided for. The Interest Payment Dates on which such interest shall be
\npayable are March 15 and September 15, commencing on September 15, 2011; and the
\nRecord Date for the interest payable on any Interest Payment Date is the close
\nof business on March 1 or September 1, as the case may be, next preceding the
\nrelevant Interest Payment Date.<\/p>\n

Section 2.7. Authorized Denominations<\/u>. The Notes shall be issuable in
\ndenominations of $2,000 and integral multiples of $1,000 in excess thereof.<\/p>\n

3<\/p>\n

\n

<\/p>\n

Section 2.8. Redemption; Purchase and Sinking Fund<\/u>. The Notes shall
\nnot be redeemable at the option of the Company or the Holders except as set
\nforth in Paragraph 3 of the Notes. The Company shall be required to purchase the
\nNotes in accordance with the provisions of Paragraph 2 of the Notes. The Notes
\nshall not be entitled to the benefit of any sinking fund.<\/p>\n

Section 2.9. Ranking<\/u>. The Notes shall be senior unsecured debt
\nsecurities of the Company, ranking equally with the Company153s other unsecured
\nand unsubordinated Indebtedness.<\/p>\n

Section 2.10. Appointments<\/u>. The Trustee shall be the initial Security
\nRegistrar and initial Paying Agent for the Notes.<\/p>\n

Section 2.11. Defeasance<\/u>. The Company may elect, at its option at any
\ntime, pursuant to Section 1301 of the Indenture, to have Section 1302 or Section
\n1303 in the Indenture, or both, apply to the 2016 Notes or the 2021 Notes, or
\nall of them, or any principal amount thereof.<\/p>\n

Section 2.12. Guarantees<\/u>. The Notes shall not be guaranteed by any
\nPerson.<\/p>\n

ARTICLE 3.<\/strong><\/p>\n

FORM OF NOTES<\/strong><\/p>\n

Section 3.1. Form of Notes<\/u>. The Notes and the Trustee153s certificate of
\nauthentication thereon shall to be substantially in the forms set forth in
\nExhibits A and B hereto.<\/p>\n

ARTICLE 4.<\/strong><\/p>\n

ORIGINAL ISSUE OF NOTES<\/strong><\/p>\n

Section 4.1. Original Issue of Notes<\/u>. The Notes may, upon execution of
\nthis Supplemental Indenture, be executed by the Company and delivered to the
\nTrustee for authentication, and the Trustee shall, upon Company Order,
\nauthenticate and deliver such Notes as in such Company Order provided.<\/p>\n

ARTICLE 5.<\/strong><\/p>\n

MISCELLANEOUS<\/strong><\/p>\n

Section 5.1. Ratification of Indenture<\/u>. The Indenture, as supplemented
\nby this Supplemental Indenture, is in all respects ratified and confirmed, and
\nthis Supplemental Indenture shall be deemed part of the Indenture in the manner
\nand to the extent herein and therein provided; provided<\/u>, however<\/u>,
\nthat the provisions of this Supplemental Indenture shall apply solely with
\nrespect to the Notes and not to any other series of Securities issued under the
\nIndenture.<\/p>\n

Section 5.2. Trustee Not Responsible for Recitals<\/u>. The recitals herein
\ncontained are made by the Company and not by the Trustee, and the Trustee
\nassumes no<\/p>\n

4<\/p>\n

\n

<\/p>\n

responsibility for the correctness thereof. The Trustee makes no
\nrepresentation as to the validity or sufficiency of this Supplemental Indenture.\n<\/p>\n

Section 5.3. Governing Law<\/u>. This Supplemental Indenture and each Note
\nshall be governed by, and construed in accordance with, the law of the State of
\nNew York.<\/p>\n

Section 5.4. Separability<\/u>. In case any one or more of the provisions
\ncontained in the Indenture, this Supplemental Indenture or the Notes shall for
\nany reason be held to be invalid, illegal or unenforceable in any respect, such
\ninvalidity, illegality or unenforceability shall not affect any other provisions
\nof the Indenture, this Supplemental Indenture or the Notes, but the Indenture,
\nthis Supplemental Indenture and the Notes shall be construed as if such invalid
\nor illegal or unenforceable provision had never been contained herein or
\ntherein.<\/p>\n

Section 5.5. Counterparts<\/u>. This Supplemental Indenture may be executed
\nin any number of counterparts each of which shall be an original, but such
\ncounterparts shall together constitute but one and the same instrument.<\/p>\n

[Signature page follows<\/em>]<\/p>\n

5<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
\nIndenture to be duly executed, all as of the day and year first above written.\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BEST BUY CO., INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

WELLS FARGO BANK, N.A.,
\nas Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

<\/p>\n

EXHIBIT A<\/strong><\/p>\n

[FORM OF NOTE]<\/strong><\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
\nOF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC<\/u>“), NEW
\nYORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
\nEXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
\nCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
\nOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
\nTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
\nIS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
\nINTEREST HEREIN.<\/strong><\/p>\n

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
\nWHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
\nSUCCESSOR153S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
\nLIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
\nINDENTURE REFERRED TO ON THE REVERSE HEREOF.<\/strong><\/p>\n

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nREFERRED TO ON THE REVERSE HEREOF AND IS REGISTERED IN THE NAME OF A DEPOSITARY
\nOR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
\nNOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE
\nREGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
\nTHEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
\nINDENTURE.<\/strong><\/p>\n

BEST BUY CO., INC.<\/strong><\/p>\n

3.750% Notes due 2016<\/strong><\/p>\n

CUSIP No.: 086516 AK7<\/p>\n

ISIN: US086516AK77<\/p>\n\n\n\n
\n

No. A-1<\/p>\n<\/td>\n

<\/td>\n\n

$350,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

BEST BUY CO., INC., a corporation duly incorporated under the laws of the
\nState of Minnesota (the “Company<\/u>,” which term includes any successor
\nPerson under the Indenture hereinafter referred to), for value received, hereby
\npromises to pay to CEDE & CO., or registered assigns, the principal sum of
\n$350,000,000 (THREE HUNDRED FIFTY MILLION DOLLARS), as revised by the Schedule
\nof Increases and Decreases attached hereto, on<\/p>\n

A-1<\/p>\n

\n

<\/p>\n

March 15, 2016, and to pay interest thereon from March 11, 2011 or from the
\nmost recent Interest Payment Date to which interest has been paid or duly
\nprovided for, semi-annually on March 15 and September 15 of each year,
\ncommencing on September 15, 2011, at the rate of 3.750% per annum, until the
\nprincipal hereof is paid or made available for payment; provided<\/u> that any
\nprincipal and premium, and any such installment of interest, which is overdue
\nshall bear interest at the rate of 3.750% per annum (to the extent permitted by
\napplicable law), from the dates such amounts are due until they are paid or made
\navailable for payment, and such interest shall be payable on demand. The
\ninterest so payable, and punctually paid or duly provided for, on any Interest
\nPayment Date will, as provided in the Indenture, be paid to the Person in whose
\nname this Note (or one or more Predecessor Securities) is registered at the
\nclose of business on the Regular Record Date for such interest, which shall be
\nthe March 1 or September 1 (whether or not a Business Day), as the case may be,
\nnext preceding such Interest Payment Date. Any such interest not so punctually
\npaid or duly provided for will forthwith cease to be payable to the Holder on
\nsuch Regular Record Date and may either be paid to the Person in whose name this
\nNote (or one or more Predecessor Securities) is registered at the close of
\nbusiness on a “Special Record Date<\/u>” for the payment of such Defaulted
\nInterest to be fixed by the Trustee, notice whereof shall be given to Holders of
\nthe Notes not less than 10 days prior to such Special Record Date, or be paid at
\nany time in any other lawful manner not inconsistent with the requirements of
\nany securities exchange on which the Notes may be listed, and upon such notice
\nas may be required by such exchange, all as more fully provided in the
\nIndenture.<\/p>\n

Reference is hereby made to the further provisions of the Notes set forth on
\nthe reverse hereof, which further provisions shall for all purposes have the
\nsame effect as if set forth at this place.<\/p>\n

Unless the certificate of authentication hereon has been executed by the
\nTrustee referred to on the reverse hereof by manual signature, this Note shall
\nnot be entitled to any benefit under the Indenture or be valid or obligatory for
\nany purpose.<\/p>\n

A-2<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.\n<\/p>\n

Dated: March 11, 2011<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BEST BUY CO., INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-3<\/p>\n

\n

<\/p>\n

This Note is one of the Securities of the series designated therein referred
\nto in the within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

WELLS FARGO BANK, N.A.,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

\n

Dated: March 11, 2011<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-4<\/p>\n

\n

<\/p>\n

[REVERSE OF NOTE]<\/strong><\/p>\n

1. This Note is one of a duly authorized issue of Securities of the Company
\n(the “Notes<\/u>“), issued and to be issued in one or more series under the
\nIndenture, dated as of March 11, 2011, and a supplemental indenture relating to
\nthe Notes dated as of March 11, 2011 (together, the “Indenture<\/u>“), between
\nthe Company and Wells Fargo Bank, N.A., as Trustee (the “Trustee<\/u>,” which
\nterm includes any successor trustee under the Indenture), and reference is
\nhereby made to the Indenture for a statement of the respective rights,
\nlimitations of rights, duties and immunities thereunder of the Company, the
\nTrustee and the Holders of the Notes and of the terms upon which the Notes are,
\nand are to be, authenticated and delivered. This Note is one of the series
\ndesignated on the face hereof, such series initially limited in aggregate
\nprincipal amount to $350,000,000; provided<\/u> that the Company may at any
\ntime and from time to time, without the consent of any Holder, issue additional
\nNotes of this series.<\/p>\n

All terms which are used but not defined in this Note and which are defined
\nin the Indenture shall have the meanings assigned to them in the Indenture.<\/p>\n

2. If a Change of Control Triggering Event occurs, unless the Company has
\nexercised its option to redeem the Notes pursuant to Paragraph 3 hereof, the
\nCompany shall make an offer (the “Change of Control Offer<\/u>“) to each
\nHolder of Notes to purchase all or any part (equal to $2,000 or any integral
\nmultiple of $1,000 in excess thereof) of such Holder153s Notes on the terms set
\nforth herein.<\/p>\n

In such Change of Control Offer, the Company shall offer payment in cash (the
\n“Change of Control Payment<\/u>“) equal to 101% of the aggregate principal
\namount of the Notes to be purchased, plus accrued and unpaid interest, if any,
\non the Notes up to, but not including, the date of purchase.<\/p>\n

Within 30 days following any Change of Control Triggering Event or, at the
\nCompany153s option, prior to any Change of Control, but after public announcement
\nof the transaction that constitutes or may constitute the Change of Control, the
\nCompany shall send notice of such Change of Control Offer by first-class mail,
\nwith a copy to the Trustee, to each Holder of Notes describing the transaction
\nthat constitutes or may constitute the Change of Control Triggering Event and
\noffering to purchase the Notes on the date specified in the notice, which date
\nshall be no earlier than 30 days and no later than 60 days from the date such
\nnotice is mailed or, if the notice is mailed prior to the Change of Control, no
\nearlier than 30 days and no later than 60 days from the date on which the Change
\nof Control Triggering Event occurs (the “Change of Control Payment
\nDate<\/u>“). The notice shall, if mailed prior to the date of consummation of the
\nChange of Control, state that the offer to purchase is conditioned on the Change
\nof Control Triggering Event occurring on or prior to the Change of Control
\nPayment Date.<\/p>\n

On the Change of Control Payment Date, the Company shall, to the extent
\nlawful:<\/p>\n

(a) accept for payment all Notes or portions of Notes properly tendered
\npursuant to the Change of Control Offer;<\/p>\n

(b) deposit with the Paying Agent an amount equal to the Change of Control
\nPayment in respect of Notes or portions of Notes properly tendered; and<\/p>\n

A-5<\/p>\n

\n

<\/p>\n

(c) deliver or cause to be delivered to the Trustee the Notes properly
\naccepted together with an Officer153s Certificate stating the aggregate Principal
\nAmount of Notes or portions of Notes being repurchased.<\/p>\n

The Company shall publicly announce the results of the Change of Control
\nOffer on, or as soon as possible after, the date of purchase.<\/p>\n

The Company shall not be required to make a Change of Control Offer upon the
\noccurrence of a Change of Control Triggering Event if a third party makes such
\nan offer in the manner, at the time and otherwise in compliance with the
\nrequirements for an offer made by the Company and the third party purchases all
\nNotes properly tendered and not withdrawn under its offer. In addition, the
\nCompany shall not purchase any Notes if there has occurred and is continuing on
\nthe Change of Control Payment Date an Event of Default under the Indenture,
\nother than a default in the payment of the Change of Control Payment upon a
\nChange of Control Triggering Event.<\/p>\n

The Company shall comply in all material respects with the requirements of
\nRule 14e-1 under the Exchange Act, and any other securities laws and regulations
\nthereunder to the extent those laws and regulations are applicable in connection
\nwith the purchase of the Notes as a result of a Change of Control Triggering
\nEvent. To the extent that the provisions of any such securities laws or
\nregulations conflict with these Change of Control Offer provisions, the Company
\nshall comply with those securities laws and regulations and shall not be deemed
\nto have breached its obligations under the Change of Control Offer provisions by
\nvirtue of any such conflict.<\/p>\n

For purposes of this Paragraph 2, the following terms shall have the
\nfollowing specified meanings:<\/p>\n

“Change of Control<\/u>” means the occurrence of any of the following:<\/p>\n

(1) the consummation of any transaction (including, without limitation, any
\nmerger or consolidation) the result of which is that any person (other than the
\nCompany or a Subsidiary) becomes the beneficial owner (as defined in Rules 13d-3
\nand 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of
\nthe Company153s outstanding Voting Stock or other Voting Stock into which the
\nCompany153s Voting Stock is reclassified, consolidated, exchanged or changed,
\nmeasured by voting power rather than number of securities; provided<\/u>,
\nhowever<\/u>, that a person shall not be deemed beneficial owner of, or to own
\nbeneficially any securities, (A) tendered pursuant to a tender or exchange offer
\nmade by or on behalf of such person or any of such person153s affiliates until
\nsuch tendered securities are accepted for purchase or exchange thereunder or (B)
\nif such beneficial ownership (i) arises solely as a result of a revocable proxy
\ndelivered in response to a proxy or consent solicitation made pursuant to the
\napplicable rules and regulations under the Exchange Act and (ii) is not also
\nthen reportable on Schedule 13D (or any successor schedule) under the Exchange
\nAct;<\/p>\n

(2) the direct or indirect sale, transfer, conveyance or other disposition
\n(other than by way of merger or consolidation), in one or a series of related
\ntransactions, of all or substantially all of the Company153s assets and the assets
\nof the Subsidiaries, taken as a<\/p>\n

A-6<\/p>\n

\n

<\/p>\n

whole, to one or more persons (other than to the Company or a Subsidiary);
\nprovided<\/u>, however<\/u>, that none of the circumstances in this clause
\n(2) shall be a Change of Control if the persons that beneficially own the
\nCompany153s Voting Stock immediately prior to the transaction own, directly or
\nindirectly, shares with a majority of the total voting power of all of the
\noutstanding Voting Stock of the surviving or transferee person immediately after
\nthe transaction;<\/p>\n

(3) the Company consolidates with, or merges with or into, any person or any
\nsuch person consolidates with, or merges with or into, the Company, in either
\ncase, pursuant to a transaction in which any of the Company153s outstanding Voting
\nStock or the Voting Stock of such other person is converted into or exchanged
\nfor cash, securities or other property, other than pursuant to a transaction in
\nwhich shares of the Company153s Voting Stock outstanding immediately prior to the
\ntransaction constitute, or are converted into or exchanged for, a majority of
\nthe Voting Stock of the surviving person immediately after giving effect to such
\ntransaction;<\/p>\n

(4) the adoption of a plan relating to the Company153s liquidation or
\ndissolution; or<\/p>\n

(5) the first day on which a majority of the members of the Company153s Board
\nof Directors are not Continuing Directors.<\/p>\n

Notwithstanding the foregoing, a transaction shall not be deemed to involve a
\nChange of Control if (a) the Company becomes a direct or indirect wholly-owned
\nsubsidiary of a holding company (i.e.<\/em>, a parent company) and (b)(1) the
\ndirect or indirect holders of the Voting Stock of such holding company
\nimmediately following that transaction are substantially the same as the holders
\nof the Company153s Voting Stock immediately prior to that transaction or (2)
\nimmediately following that transaction no person (other than a holding company
\nsatisfying the requirements of this sentence) is the beneficial owner, directly
\nor indirectly, of more than 50% of the Voting Stock of such holding company;
\nprovided<\/u> that any series of related transactions shall be treated as a
\nsingle transaction. The term “person,” as used in this definition, has the
\nmeaning given thereto in Section 13(d)(3) of the Exchange Act.<\/p>\n

“Change of Control Triggering Event<\/u>” means the occurrence of both a
\nChange of Control and a Rating Event.<\/p>\n

“Continuing Director<\/u>” means, as of any date of determination, any
\nmember of the Company153s Board of Directors who (1) was a member of such Board of
\nDirectors on the date the Notes were issued, (2) was nominated for election to
\nsuch Board of Directors with the approval of a committee of the Board of
\nDirectors consisting of a majority of independent Continuing Directors or (3)
\nwas nominated for election, elected or appointed to such Board of Directors with
\nthe approval of a majority of the Continuing Directors who were members of such
\nBoard of Directors at the time of such nomination, election or appointment
\n(either by a specific vote or by approval of the Company153s proxy statement in
\nwhich such member was named as a nominee for election as a director, without
\nobjection to such nomination).<\/p>\n

A-7<\/p>\n

\n

<\/p>\n

“Fitch<\/u>” means Fitch Inc., or any successor thereto.<\/p>\n

“Investment Grade Rating<\/u>” means a rating equal to or higher than Baa3
\n(or the equivalent) by Moody153s and BBB- (or the equivalent) by S&P or Fitch,
\nand the equivalent investment grade credit rating from any additional Rating
\nAgency or Rating Agencies selected by the Company.<\/p>\n

“Moody153s<\/u>” means Moody153s Investors Service, Inc., or any successor
\nthereto.<\/p>\n

“Rating Agencies<\/u>” means each of Moody153s, S&P and Fitch and, if any
\nof Moody153s, S&P and Fitch ceases to rate the Notes or fails to make a rating
\nof the Notes publicly available for reasons outside of the control of the
\nCompany, a “nationally recognized statistical rating organization” within the
\nmeaning of Section 3(a)(62) of the Exchange Act selected by the Company (as
\ncertified by a Board Resolution) as a replacement agency for Moody153s, S&P or
\nFitch, or all of them, as the case may be.<\/p>\n

“Rating Event<\/u>” means the rating on the Notes is lowered independently
\nby each of the Rating Agencies and the Notes are rated below an Investment Grade
\nRating by each of the Rating Agencies on any day during the period commencing on
\nthe earlier of the date of the first public notice of the occurrence of a Change
\nof Control or the Company153s intention to effect a Change of Control and ending
\n60 days following consummation of such Change of Control (which period shall be
\nextended so long as the rating of the Notes is under publicly announced
\nconsideration for a possible downgrade by any of the Rating Agencies).<\/p>\n

“S&P<\/u>” means Standard & Poor153s Rating Services, a division of
\nthe McGraw-Hill Companies, Inc. or any successor thereto.<\/p>\n

“Voting Stock<\/u>” means, with respect to any specified “person” (as that
\nterm is used in Section 13(d) of the Exchange Act) as of any date, the capital
\nstock of such person that is at the time entitled to vote generally in the
\nelection of the board of directors or equivalent body of such person.<\/p>\n

3. The Notes shall be redeemable at any time or from time to time, in a whole
\nor in part, at the Company153s option, on at least 30 days153 but not more than 60
\ndays153 prior notice mailed to the registered address of each Holder of Notes to
\nbe redeemed (the “Redemption Date<\/u>“), at a redemption price (the
\n“Redemption Price<\/u>“) equal to the greater of: (i) 100% of the principal
\namount of the Notes to be redeemed and (ii) the sum of the present values of the
\nremaining scheduled payments of interest and principal on the Notes to be
\nredeemed (exclusive of interest accrued and unpaid to, but not including, the
\nRedemption Date) discounted to the Redemption Date on a semiannual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
\nRate plus 25 basis points.<\/p>\n

The Redemption Price for any Notes redeemed pursuant to this Paragraph 3
\nshall include accrued and unpaid interest, if any, on the principal amount of
\nsuch Notes up to, but not including, the Redemption Date.<\/p>\n

A-8<\/p>\n

\n

<\/p>\n

For purposes of this Paragraph 3, the following terms shall have the
\nfollowing specified meanings:<\/p>\n

“Comparable Treasury Issue<\/u>” means the United States Treasury security
\nor securities selected by an Independent Investment Banker as having an actual
\nor interpolated maturity comparable to the remaining term of the Notes that
\nwould be utilized, at the time of selection and in accordance with customary
\nfinancial practice, in pricing new issues of corporate debt securities of a
\ncomparable maturity to the remaining term of the Notes.<\/p>\n

“Comparable Treasury Price<\/u>” means, with respect to any Redemption
\nDate, (A) the arithmetic average of the Reference Treasury Dealer Quotations for
\nsuch Redemption Date, after excluding the highest and lowest such Reference
\nTreasury Dealer Quotations, or (B) if the Company obtains fewer than four such
\nReference Treasury Dealer Quotations, the arithmetic average of all such
\nquotations for such Redemption Date.<\/p>\n

“Independent Investment Banker<\/u>” means one of the Reference Treasury
\nDealers appointed by the Company.<\/p>\n

“Reference Treasury Dealer<\/u>” means Merrill Lynch, Pierce Fenner &
\nSmith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities
\nLLC and UBS Securities LLC, or their respective affiliates, which are primary
\nU.S. government securities dealers in the United States of America, and their
\nrespective successors plus one other primary U.S. government securities dealer
\nin the United States of America designated by the Company; provided<\/u>,
\nhowever<\/u>, that if any of the foregoing shall cease to be a primary U.S.
\ngovernment securities dealer in New York City (a “Primary Treasury
\nDealer<\/u>“), the Company shall substitute therefor another Primary Treasury
\nDealer.<\/p>\n

“Reference Treasury Dealer Quotation<\/u>” means, with respect to each
\nReference Treasury Dealer and any Redemption Date, the arithmetic average, as
\ndetermined by the Company, of the bid and asked prices for the applicable
\nComparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) quoted in writing to the Company by such Reference Treasury
\nDealer at 3:30 p.m. (New York City time) on the third Business Day preceding
\nsuch Redemption Date.<\/p>\n

“Treasury Rate<\/u>” means, with respect to any Redemption Date, the rate
\nper annum equal to the semiannual equivalent or interpolated (on a day count
\nbasis) yield to maturity of the applicable Comparable Treasury Issue, assuming a
\nprice for such Comparable Treasury Issue (expressed as a percentage of its
\nprincipal amount) equal to the applicable Comparable Treasury Price for such
\nRedemption Date.<\/p>\n

The provisions of Article XI of the Indenture shall apply to any redemption
\nof the Notes.<\/p>\n

The Notes are not entitled to the benefit of any sinking fund.<\/p>\n

4. The Indenture permits, with certain exceptions as therein provided, the
\namendment thereof and the modification of the rights and obligations of the
\nCompany and the rights of the Holders of the Notes under the Indenture and the
\nNotes at any time by the Company<\/p>\n

A-9<\/p>\n

\n

<\/p>\n

and the Trustee with the consent of the Holders of a majority in aggregate
\nprincipal amount of the Notes at the time Outstanding. The Indenture also
\ncontains provisions permitting the Holders of specified percentages in aggregate
\nprincipal amount of the Notes at the time Outstanding, on behalf of the Holders
\nof all Notes, to waive compliance by the Company with certain provisions of the
\nIndenture and the Notes and certain past defaults under the Indenture and their
\nconsequences. Any such consent or waiver by the Holders of Notes shall be
\nconclusive and binding upon such Holders and upon all future Holders of the
\nNotes and of any Notes issued upon the registration of transfer hereof or in
\nexchange herefor or in lieu hereof, whether or not notation of such consent or
\nwaiver is made upon this Note.<\/p>\n

5. If an Event of Default with respect to the Notes shall occur and be
\ncontinuing, the principal of the Notes may be declared, or shall immediately
\nbecome, due and payable in the manner and with the effect provided in the
\nIndenture.<\/p>\n

As provided in and subject to the provisions of the Indenture, the Holders of
\nthe Notes shall not have the right to institute any proceeding with respect to
\nthe Indenture or for the appointment of a receiver or trustee or for any other
\nremedy thereunder or hereunder, unless such Holder shall have previously given
\nthe Trustee written notice of a continuing Event of Default with respect to the
\nNotes, the Holders of not less than 25% in aggregate principal amount of the
\nNotes at the time Outstanding shall have made written request to the Trustee to
\ninstitute proceedings in respect of such Event of Default as Trustee and offered
\nthe Trustee reasonable indemnity, and the Trustee shall not have received from
\nthe Holders of a majority in aggregate principal amount of the Notes at the time
\nOutstanding a direction inconsistent with such request, and shall have failed to
\ninstitute any such proceeding, for 60 days after receipt of such notice, request
\nand offer of indemnity. The foregoing shall not apply to any suit instituted by
\nthe Holder of the Notes for the enforcement of any payment of principal hereof
\nor any premium or interest hereon on or after the respective due dates expressed
\nherein.<\/p>\n

No reference herein to the Indenture and no provision of this Note or of the
\nIndenture shall alter or impair the obligation of the Company, which is absolute
\nand unconditional, to pay the principal of and interest on this Note at the
\ntimes, place and rate, and in the coin or currency, herein prescribed.<\/p>\n

6. The Indenture contains provisions for defeasance at any time of the entire
\nindebtedness of the Notes or certain restrictive covenants and Events of Default
\nwith respect to such Notes, in each case upon compliance with certain conditions
\nset forth in the Indenture.<\/p>\n

7. As provided in the Indenture and subject to certain limitations therein
\nset forth, the transfer of this Note is registrable in the Security Register,
\nupon surrender of this Note for registration of transfer at the office or agency
\nof the Company in any place where the principal of and any interest on this Note
\nare payable, duly endorsed by, or accompanied by a written instrument of
\ntransfer in form satisfactory to the Company and the Security Registrar duly
\nexecuted by, the Holder hereof or his attorney duly authorized in writing, and
\nthereupon one or more new Notes and of like tenor, of authorized denominations
\nand for the same aggregate principal amount, will be issued to the designated
\ntransferee or transferees.<\/p>\n

A-10<\/p>\n

\n

<\/p>\n

The Notes are issuable only in registered form without coupons in
\ndenominations of $2,000 and integral multiples of $1,000 in excess thereof. As
\nprovided in the Indenture and subject to certain limitations therein set forth,
\nNotes are exchangeable for a like principal amount of Notes of like tenor of a
\ndifferent authorized denomination, as requested by the Holder surrendering the
\nsame.<\/p>\n

No service charge shall be made for any such registration of transfer or
\nexchange, but the Company may require payment of a sum sufficient to cover any
\ntax or other governmental charge payable in connection therewith.<\/p>\n

Prior to due presentment of this Note for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nPerson in whose name this Note is registered as the owner hereof for all
\npurposes, whether or not this Note be overdue, and neither the Company, the
\nTrustee nor any such agent shall be affected by notice to the contrary.<\/p>\n

This Note is a Global Security and is subject to the provisions of the
\nIndenture relating to Global Securities, including the limitations in Section
\n305 thereof on transfers and exchanges of Global Securities.<\/p>\n

8. This Note and the Indenture shall be governed by, and construed in
\naccordance with, the law of the State of New York.<\/strong><\/p>\n

A-11<\/p>\n

\n

<\/p>\n

SCHEDULE OF INCREASES OR DECREASES<\/strong><\/p>\n

The following increases or decreases in this Global Security
\nhave been made:<\/p>\n\n\n\n\n\n\n
\n

Date of
\nTransfer or
\nExchange<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount of decrease
\nin Principal
\nAmount of this
\nGlobal Security<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount of increase
\nin Principal
\nAmount of this
\nGlobal Security<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount
\nof this Global<\/strong><\/p>\n

Security following
\nsuch decrease or
\nincrease<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Signature of
\nauthorized
\nsignatory of Trustee
\nor Security
\nRegistrar<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-12<\/p>\n

\n

<\/p>\n

EXHIBIT B<\/strong><\/p>\n

[FORM OF NOTE]<\/strong><\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
\nOF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC<\/u>“), NEW
\nYORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
\nEXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
\nCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
\nREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
\nOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
\nTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
\nIS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
\nINTEREST HEREIN.<\/strong><\/p>\n

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
\nWHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
\nSUCCESSOR153S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
\nLIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
\nINDENTURE REFERRED TO ON THE REVERSE HEREOF.<\/strong><\/p>\n

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nREFERRED TO ON THE REVERSE HEREOF AND IS REGISTERED IN THE NAME OF A DEPOSITARY
\nOR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
\nNOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE
\nREGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
\nTHEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
\nINDENTURE.<\/strong><\/p>\n

BEST BUY CO., INC.<\/strong><\/p>\n

5.500% Notes due 2021<\/strong><\/p>\n

CUSIP No.: 086516 AL5<\/p>\n

ISIN: US086516AL50<\/p>\n\n\n\n
\n

No. A-[1][2]<\/p>\n<\/td>\n

<\/td>\n\n

$[500,000,000][150,000,000]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

BEST BUY CO., INC., a corporation duly incorporated under the laws of the
\nState of Minnesota (the “Company<\/u>,” which term includes any successor
\nPerson under the Indenture hereinafter referred to), for value received, hereby
\npromises to pay to CEDE & CO., or registered assigns, the principal sum of
\n$[500,000,000][150,000,000] ([FIVE HUNDRED][ONE HUNDRED FIFTY] MILLION DOLLARS),
\nas revised by the Schedule of Increases and Decreases attached hereto, on March
\n15, 2021, and to pay interest thereon from March 11, 2011<\/p>\n

B-1<\/p>\n

\n

<\/p>\n

or from the most recent Interest Payment Date to which interest has been paid
\nor duly provided for, semi-annually on March 15 and September 15 of each year,
\ncommencing on September 15, 2011, at the rate of 5.500% per annum, until the
\nprincipal hereof is paid or made available for payment; provided<\/u> that any
\nprincipal and premium, and any such installment of interest, which is overdue
\nshall bear interest at the rate of 5.500% per annum (to the extent permitted by
\napplicable law), from the dates such amounts are due until they are paid or made
\navailable for payment, and such interest shall be payable on demand. The
\ninterest so payable, and punctually paid or duly provided for, on any Interest
\nPayment Date will, as provided in the Indenture, be paid to the Person in whose
\nname this Note (or one or more Predecessor Securities) is registered at the
\nclose of business on the Regular Record Date for such interest, which shall be
\nthe March 1 or September 1 (whether or not a Business Day), as the case may be,
\nnext preceding such Interest Payment Date. Any such interest not so punctually
\npaid or duly provided for will forthwith cease to be payable to the Holder on
\nsuch Regular Record Date and may either be paid to the Person in whose name this
\nNote (or one or more Predecessor Securities) is registered at the close of
\nbusiness on a “Special Record Date<\/u>” for the payment of such Defaulted
\nInterest to be fixed by the Trustee, notice whereof shall be given to Holders of
\nthe Notes not less than 10 days prior to such Special Record Date, or be paid at
\nany time in any other lawful manner not inconsistent with the requirements of
\nany securities exchange on which the Notes may be listed, and upon such notice
\nas may be required by such exchange, all as more fully provided in the
\nIndenture.<\/p>\n

Reference is hereby made to the further provisions of the Notes set forth on
\nthe reverse hereof, which further provisions shall for all purposes have the
\nsame effect as if set forth at this place.<\/p>\n

Unless the certificate of authentication hereon has been executed by the
\nTrustee referred to on the reverse hereof by manual signature, this Note shall
\nnot be entitled to any benefit under the Indenture or be valid or obligatory for
\nany purpose.<\/p>\n

B-2<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n

Dated: March 11, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

BEST BUY CO., INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-3<\/p>\n

\n

<\/p>\n

This Note is one of the Securities of the series designated therein referred
\nto in the within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

WELLS FARGO BANK, N.A.,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

\n

Dated: March 11, 2011<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-4<\/p>\n

\n

<\/p>\n

[REVERSE OF NOTE]<\/strong><\/p>\n

1. This Note is one of a duly authorized issue of Securities of the Company
\n(the “Notes<\/u>“), issued and to be issued in one or more series under the
\nIndenture, dated as of March 11, 2011, and a supplemental indenture relating to
\nthe Notes dated as of March 11, 2011 (together, the “Indenture<\/u>“), between
\nthe Company and Wells Fargo Bank, N.A., as Trustee (the “Trustee<\/u>,” which
\nterm includes any successor trustee under the Indenture), and reference is
\nhereby made to the Indenture for a statement of the respective rights,
\nlimitations of rights, duties and immunities thereunder of the Company, the
\nTrustee and the Holders of the Notes and of the terms upon which the Notes are,
\nand are to be, authenticated and delivered. This Note is one of the series
\ndesignated on the face hereof, such series initially limited in aggregate
\nprincipal amount to $650,000,000; provided<\/u> that the Company may at any
\ntime and from time to time, without the consent of any Holder, issue additional
\nNotes of this series.<\/p>\n

All terms which are used but not defined in this Note and which are defined
\nin the Indenture shall have the meanings assigned to them in the Indenture.<\/p>\n

2. If a Change of Control Triggering Event occurs, unless the Company has
\nexercised its option to redeem the Notes pursuant to Paragraph 3 hereof, the
\nCompany shall make an offer (the “Change of Control Offer<\/u>“) to each
\nHolder of Notes to purchase all or any part (equal to $2,000 or any integral
\nmultiple of $1,000 in excess thereof) of such Holder153s Notes on the terms set
\nforth herein.<\/p>\n

In such Change of Control Offer, the Company shall offer payment in cash (the
\n“Change of Control Payment<\/u>“) equal to 101% of the aggregate principal
\namount of the Notes to be purchased, plus accrued and unpaid interest, if any,
\non the Notes up to, but not including, the date of purchase.<\/p>\n

Within 30 days following any Change of Control Triggering Event or, at the
\nCompany153s option, prior to any Change of Control, but after public announcement
\nof the transaction that constitutes or may constitute the Change of Control, the
\nCompany shall send notice of such Change of Control Offer by first-class mail,
\nwith a copy to the Trustee, to each Holder of Notes describing the transaction
\nthat constitutes or may constitute the Change of Control Triggering Event and
\noffering to purchase the Notes on the date specified in the notice, which date
\nshall be no earlier than 30 days and no later than 60 days from the date such
\nnotice is mailed or, if the notice is mailed prior to the Change of Control, no
\nearlier than 30 days and no later than 60 days from the date on which the Change
\nof Control Triggering Event occurs (the “Change of Control Payment
\nDate<\/u>“). The notice shall, if mailed prior to the date of consummation of the
\nChange of Control, state that the offer to purchase is conditioned on the Change
\nof Control Triggering Event occurring on or prior to the Change of Control
\nPayment Date.<\/p>\n

On the Change of Control Payment Date, the Company shall, to the extent
\nlawful:<\/p>\n

(a) accept for payment all Notes or portions of Notes properly tendered
\npursuant to the Change of Control Offer;<\/p>\n

(b) deposit with the Paying Agent an amount equal to the Change of Control
\nPayment in respect of Notes or portions of Notes properly tendered; and<\/p>\n

B-5<\/p>\n

\n

<\/p>\n

(c) deliver or cause to be delivered to the Trustee the Notes properly
\naccepted together with an Officer153s Certificate stating the aggregate Principal
\nAmount of Notes or portions of Notes being repurchased.<\/p>\n

The Company shall publicly announce the results of the Change of Control
\nOffer on, or as soon as possible after, the date of purchase.<\/p>\n

The Company shall not be required to make a Change of Control Offer upon the
\noccurrence of a Change of Control Triggering Event if a third party makes such
\nan offer in the manner, at the time and otherwise in compliance with the
\nrequirements for an offer made by the Company and the third party purchases all
\nNotes properly tendered and not withdrawn under its offer. In addition, the
\nCompany shall not purchase any Notes if there has occurred and is continuing on
\nthe Change of Control Payment Date an Event of Default under the Indenture,
\nother than a default in the payment of the Change of Control Payment upon a
\nChange of Control Triggering Event.<\/p>\n

The Company shall comply in all material respects with the requirements of
\nRule 14e-1 under the Exchange Act, and any other securities laws and regulations
\nthereunder to the extent those laws and regulations are applicable in connection
\nwith the purchase of the Notes as a result of a Change of Control Triggering
\nEvent. To the extent that the provisions of any such securities laws or
\nregulations conflict with these Change of Control Offer provisions, the Company
\nshall comply with those securities laws and regulations and shall not be deemed
\nto have breached its obligations under the Change of Control Offer provisions by
\nvirtue of any such conflict.<\/p>\n

For purposes of this Paragraph 2, the following terms shall have the
\nfollowing specified meanings:<\/p>\n

“Change of Control<\/u>” means the occurrence of any of the following:<\/p>\n

(1) the consummation of any transaction (including, without limitation, any
\nmerger or consolidation) the result of which is that any person (other than the
\nCompany or a Subsidiary) becomes the beneficial owner (as defined in Rules 13d-3
\nand 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of
\nthe Company153s outstanding Voting Stock or other Voting Stock into which the
\nCompany153s Voting Stock is reclassified, consolidated, exchanged or changed,
\nmeasured by voting power rather than number of securities; provided<\/u>,
\nhowever<\/u>, that a person shall not be deemed beneficial owner of, or to own
\nbeneficially any securities, (A) tendered pursuant to a tender or exchange offer
\nmade by or on behalf of such person or any of such person153s affiliates until
\nsuch tendered securities are accepted for purchase or exchange thereunder or (B)
\nif such beneficial ownership (i) arises solely as a result of a revocable proxy
\ndelivered in response to a proxy or consent solicitation made pursuant to the
\napplicable rules and regulations under the Exchange Act and (ii) is not also
\nthen reportable on Schedule 13D (or any successor schedule) under the Exchange
\nAct;<\/p>\n

(2) the direct or indirect sale, transfer, conveyance or other disposition
\n(other than by way of merger or consolidation), in one or a series of related
\ntransactions, of all or substantially all of the Company153s assets and the assets
\nof the Subsidiaries, taken as a<\/p>\n

B-6<\/p>\n

\n

<\/p>\n

whole, to one or more persons (other than to the Company or a Subsidiary);
\nprovided<\/u>, however<\/u>, that none of the circumstances in this clause
\n(2) shall be a Change of Control if the persons that beneficially own the
\nCompany153s Voting Stock immediately prior to the transaction own, directly or
\nindirectly, shares with a majority of the total voting power of all of the
\noutstanding Voting Stock of the surviving or transferee person immediately after
\nthe transaction;<\/p>\n

(3) the Company consolidates with, or merges with or into, any person or any
\nsuch person consolidates with, or merges with or into, the Company, in either
\ncase, pursuant to a transaction in which any of the Company153s outstanding Voting
\nStock or the Voting Stock of such other person is converted into or exchanged
\nfor cash, securities or other property, other than pursuant to a transaction in
\nwhich shares of the Company153s Voting Stock outstanding immediately prior to the
\ntransaction constitute, or are converted into or exchanged for, a majority of
\nthe Voting Stock of the surviving person immediately after giving effect to such
\ntransaction;<\/p>\n

(4) the adoption of a plan relating to the Company153s liquidation or
\ndissolution; or<\/p>\n

(5) the first day on which a majority of the members of the Company153s Board
\nof Directors are not Continuing Directors.<\/p>\n

Notwithstanding the foregoing, a transaction shall not be deemed to involve a
\nChange of Control if (a) the Company becomes a direct or indirect wholly-owned
\nsubsidiary of a holding company (i.e.<\/em>, a parent company) and (b)(1) the
\ndirect or indirect holders of the Voting Stock of such holding company
\nimmediately following that transaction are substantially the same as the holders
\nof the Company153s Voting Stock immediately prior to that transaction or (2)
\nimmediately following that transaction no person (other than a holding company
\nsatisfying the requirements of this sentence) is the beneficial owner, directly
\nor indirectly, of more than 50% of the Voting Stock of such holding company;
\nprovided<\/u> that any series of related transactions shall be treated as a
\nsingle transaction. The term “person,” as used in this definition, has the
\nmeaning given thereto in Section 13(d)(3) of the Exchange Act.<\/p>\n

“Change of Control Triggering Event<\/u>” means the occurrence of both a
\nChange of Control and a Rating Event.<\/p>\n

“Continuing Director<\/u>” means, as of any date of determination, any
\nmember of the Company153s Board of Directors who (1) was a member of such Board of
\nDirectors on the date the Notes were issued, (2) was nominated for election to
\nsuch Board of Directors with the approval of a committee of the Board of
\nDirectors consisting of a majority of independent Continuing Directors or (3)
\nwas nominated for election, elected or appointed to such Board of Directors with
\nthe approval of a majority of the Continuing Directors who were members of such
\nBoard of Directors at the time of such nomination, election or appointment
\n(either by a specific vote or by approval of the Company153s proxy statement in
\nwhich such member was named as a nominee for election as a director, without
\nobjection to such nomination).<\/p>\n

B-7<\/p>\n

\n

<\/p>\n

“Fitch<\/u>” means Fitch Inc., or any successor thereto.<\/p>\n

“Investment Grade Rating<\/u>” means a rating equal to or higher than Baa3
\n(or the equivalent) by Moody153s and BBB- (or the equivalent) by S&P or Fitch,
\nand the equivalent investment grade credit rating from any additional Rating
\nAgency or Rating Agencies selected by the Company.<\/p>\n

“Moody153s<\/u>” means Moody153s Investors Service, Inc., or any successor
\nthereto.<\/p>\n

“Rating Agencies<\/u>” means each of Moody153s, S&P and Fitch and, if any
\nof Moody153s, S&P and Fitch ceases to rate the Notes or fails to make a rating
\nof the Notes publicly available for reasons outside of the control of the
\nCompany, a “nationally recognized statistical rating organization” within the
\nmeaning of Section 3(a)(62) of the Exchange Act selected by the Company (as
\ncertified by a Board Resolution) as a replacement agency for Moody153s, S&P or
\nFitch, or all of them, as the case may be.<\/p>\n

“Rating Event<\/u>” means the rating on the Notes is lowered independently
\nby each of the Rating Agencies and the Notes are rated below an Investment Grade
\nRating by each of the Rating Agencies on any day during the period commencing on
\nthe earlier of the date of the first public notice of the occurrence of a Change
\nof Control or the Company153s intention to effect a Change of Control and ending
\n60 days following consummation of such Change of Control (which period shall be
\nextended so long as the rating of the Notes is under publicly announced
\nconsideration for a possible downgrade by any of the Rating Agencies).<\/p>\n

“S&P<\/u>” means Standard & Poor153s Rating Services, a division of
\nthe McGraw-Hill Companies, Inc. or any successor thereto.<\/p>\n

“Voting Stock<\/u>” means, with respect to any specified “person” (as that
\nterm is used in Section 13(d) of the Exchange Act) as of any date, the capital
\nstock of such person that is at the time entitled to vote generally in the
\nelection of the board of directors or equivalent body of such person.<\/p>\n

3. The Notes shall be redeemable at any time or from time to time, in a whole
\nor in part, at the Company153s option, on at least 30 days153 but not more than 60
\ndays153 prior notice mailed to the registered address of each Holder of Notes to
\nbe redeemed (the “Redemption Date<\/u>“), at a redemption price (the
\n“Redemption Price<\/u>“) equal to the greater of: (i) 100% of the principal
\namount of the Notes to be redeemed and (ii) the sum of the present values of the
\nremaining scheduled payments of interest and principal on the Notes to be
\nredeemed (exclusive of interest accrued and unpaid to, but not including, the
\nRedemption Date) discounted to the Redemption Date on a semiannual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
\nRate plus 30 basis points; provided<\/u>, that if the Company redeems any
\nNotes on or after December 15, 2020, the Redemption Price for such Notes shall
\nbe equal to 100% of the principal amount of the Notes to be redeemed.<\/p>\n

The Redemption Price for any Notes redeemed pursuant to this Paragraph 3
\nshall include accrued and unpaid interest, if any, on the principal amount of
\nsuch Notes up to, but not including, the Redemption Date.<\/p>\n

B-8<\/p>\n

\n

<\/p>\n

For purposes of this Paragraph 3, the following terms shall have the
\nfollowing specified meanings:<\/p>\n

“Comparable Treasury Issue<\/u>” means the United States Treasury security
\nor securities selected by an Independent Investment Banker as having an actual
\nor interpolated maturity comparable to the remaining term of the Notes that
\nwould be utilized, at the time of selection and in accordance with customary
\nfinancial practice, in pricing new issues of corporate debt securities of a
\ncomparable maturity to the remaining term of the Notes.<\/p>\n

“Comparable Treasury Price<\/u>” means, with respect to any Redemption
\nDate, (A) the arithmetic average of the Reference Treasury Dealer Quotations for
\nsuch Redemption Date, after excluding the highest and lowest such Reference
\nTreasury Dealer Quotations, or (B) if the Company obtains fewer than four such
\nReference Treasury Dealer Quotations, the arithmetic average of all such
\nquotations for such Redemption Date.<\/p>\n

“Independent Investment Banker<\/u>” means one of the Reference Treasury
\nDealers appointed by the Company.<\/p>\n

“Reference Treasury Dealer<\/u>” means Merrill Lynch, Pierce Fenner &
\nSmith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities
\nLLC and UBS Securities LLC, or their respective affiliates, which are primary
\nU.S. government securities dealers in the United States of America, and their
\nrespective successors plus one other primary U.S. government securities dealer
\nin New York City designated by the Company; provided<\/u>, however<\/u>,
\nthat if any of the foregoing shall cease to be a primary U.S. government
\nsecurities dealer in the United States of America (a “Primary Treasury
\nDealer<\/u>“), the Company shall substitute therefor another Primary Treasury
\nDealer.<\/p>\n

“Reference Treasury Dealer Quotation<\/u>” means, with respect to each
\nReference Treasury Dealer and any Redemption Date, the arithmetic average, as
\ndetermined by the Company, of the bid and asked prices for the applicable
\nComparable Treasury Issue (expressed in each case as a percentage of its
\nprincipal amount) quoted in writing to the Company by such Reference Treasury
\nDealer at 3:30 p.m. (New York City time) on the third Business Day preceding
\nsuch Redemption Date.<\/p>\n

“Treasury Rate<\/u>” means, with respect to any Redemption Date, the rate
\nper annum equal to the semiannual equivalent or interpolated (on a day count
\nbasis) yield to maturity of the applicable Comparable Treasury Issue, assuming a
\nprice for such Comparable Treasury Issue (expressed as a percentage of its
\nprincipal amount) equal to the applicable Comparable Treasury Price for such
\nRedemption Date.<\/p>\n

The provisions of Article XI of the Indenture shall apply to any redemption
\nof the Notes.<\/p>\n

The Notes are not entitled to the benefit of any sinking fund.<\/p>\n

4. The Indenture permits, with certain exceptions as therein provided, the
\namendment thereof and the modification of the rights and obligations of the
\nCompany and the rights of the Holders of the Notes under the Indenture and the
\nNotes at any time by the Company<\/p>\n

B-9<\/p>\n

\n

<\/p>\n

and the Trustee with the consent of the Holders of a majority in aggregate
\nprincipal amount of the Notes at the time Outstanding. The Indenture also
\ncontains provisions permitting the Holders of specified percentages in aggregate
\nprincipal amount of the Notes at the time Outstanding, on behalf of the Holders
\nof all Notes, to waive compliance by the Company with certain provisions of the
\nIndenture and the Notes and certain past defaults under the Indenture and their
\nconsequences. Any such consent or waiver by the Holders of Notes shall be
\nconclusive and binding upon such Holders and upon all future Holders of the
\nNotes and of any Notes issued upon the registration of transfer hereof or in
\nexchange herefor or in lieu hereof, whether or not notation of such consent or
\nwaiver is made upon this Note.<\/p>\n

5. If an Event of Default with respect to the Notes shall occur and be
\ncontinuing, the principal of the Notes may be declared, or shall immediately
\nbecome, due and payable in the manner and with the effect provided in the
\nIndenture.<\/p>\n

As provided in and subject to the provisions of the Indenture, the Holders of
\nthe Notes shall not have the right to institute any proceeding with respect to
\nthe Indenture or for the appointment of a receiver or trustee or for any other
\nremedy thereunder or hereunder, unless such Holder shall have previously given
\nthe Trustee written notice of a continuing Event of Default with respect to the
\nNotes, the Holders of not less than 25% in aggregate principal amount of the
\nNotes at the time Outstanding shall have made written request to the Trustee to
\ninstitute proceedings in respect of such Event of Default as Trustee and offered
\nthe Trustee reasonable indemnity, and the Trustee shall not have received from
\nthe Holders of a majority in aggregate principal amount of the Notes at the time
\nOutstanding a direction inconsistent with such request, and shall have failed to
\ninstitute any such proceeding, for 60 days after receipt of such notice, request
\nand offer of indemnity. The foregoing shall not apply to any suit instituted by
\nthe Holder of the Notes for the enforcement of any payment of principal hereof
\nor any premium or interest hereon on or after the respective due dates expressed
\nherein.<\/p>\n

No reference herein to the Indenture and no provision of this Note or of the
\nIndenture shall alter or impair the obligation of the Company, which is absolute
\nand unconditional, to pay the principal of and interest on this Note at the
\ntimes, place and rate, and in the coin or currency, herein prescribed.<\/p>\n

6. The Indenture contains provisions for defeasance at any time of the entire
\nindebtedness of the Notes or certain restrictive covenants and Events of Default
\nwith respect to such Notes, in each case upon compliance with certain conditions
\nset forth in the Indenture.<\/p>\n

7. As provided in the Indenture and subject to certain limitations therein
\nset forth, the transfer of this Note is registrable in the Security Register,
\nupon surrender of this Note for registration of transfer at the office or agency
\nof the Company in any place where the principal of and any interest on this Note
\nare payable, duly endorsed by, or accompanied by a written instrument of
\ntransfer in form satisfactory to the Company and the Security Registrar duly
\nexecuted by, the Holder hereof or his attorney duly authorized in writing, and
\nthereupon one or more new Notes and of like tenor, of authorized denominations
\nand for the same aggregate principal amount, will be issued to the designated
\ntransferee or transferees.<\/p>\n

B-10<\/p>\n

\n

<\/p>\n

The Notes are issuable only in registered form without coupons in
\ndenominations of $2,000 and integral multiples of $1,000 in excess thereof. As
\nprovided in the Indenture and subject to certain limitations therein set forth,
\nNotes are exchangeable for a like principal amount of Notes of like tenor of a
\ndifferent authorized denomination, as requested by the Holder surrendering the
\nsame.<\/p>\n

No service charge shall be made for any such registration of transfer or
\nexchange, but the Company may require payment of a sum sufficient to cover any
\ntax or other governmental charge payable in connection therewith.<\/p>\n

Prior to due presentment of this Note for registration of transfer, the
\nCompany, the Trustee and any agent of the Company or the Trustee may treat the
\nPerson in whose name this Note is registered as the owner hereof for all
\npurposes, whether or not this Note be overdue, and neither the Company, the
\nTrustee nor any such agent shall be affected by notice to the contrary.<\/p>\n

This Note is a Global Security and is subject to the provisions of the
\nIndenture relating to Global Securities, including the limitations in Section
\n305 thereof on transfers and exchanges of Global Securities.<\/p>\n

8. This Note and the Indenture shall be governed by, and construed in
\naccordance with, the law of the State of New York.<\/strong><\/p>\n

B-11<\/p>\n

\n

<\/p>\n

SCHEDULE OF INCREASES OR DECREASES<\/strong><\/p>\n

The following increases or decreases in this Global Security
\nhave been made:<\/p>\n\n\n\n\n\n\n
\n

Date of
\nTransfer or
\nExchange<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount of decrease
\nin Principal
\nAmount of this
\nGlobal Security<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount of increase
\nin Principal
\nAmount of this
\nGlobal Security<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount
\nof this Global
\nSecurity following
\nsuch decrease or
\nincrease<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Signature of
\nauthorized
\nsignatory of Trustee
\nor Security
\nRegistrar<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-12<\/p>\n

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