<PAGE>
                          [Form of Reverse of Security]

                        [Floating Rate Medium-Term Note]

                          THE ST. PAUL COMPANIES, INC.
                           MEDIUM-TERM NOTE, SERIES D

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of March 12, 2002 herein called the
"Indenture (which term shall have the meaning assigned to it in such
instrument"), between the Company and JPMorgan Chase Bank, as trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the Securities of the series designated on the face hereof.
The Securities of this series may be issued from time to time in an aggregate
principal amount of up to $500,000,000 or its equivalent in other currencies or
composite currencies, may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all, be issued at an
original issue discount, and be denominated in different currencies; provided,
however, that the foregoing limit may be increased or decreased by the Company,
if in the future it determines that it may want to sell additional Securities of
this series or other securities.

                  If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this Security falls on a day that is not a Market
Day (as defined below), the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Market Day, or in the case
of a LIBOR security, if such day falls in the next calendar month, the next
preceding Market Day, as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after such Interest
Payment Date or the Maturity Date (or date of redemption or repayment), as the
case may be, to the date of such payment on the next succeeding Market Day.

                  This Security is not convertible or subject to any sinking
fund, and unless a Redemption Commencement Date, Redemption Periods and
Redemption Prices are specified on the face hereof, this Security is not subject
to redemption prior to the Stated Maturity Date shown above. If so specified,
this Security is subject to redemption upon not less than 30 nor more than 60
days' notice by mail, as a whole or in part, at the election of the Company,
during the Redemption Periods and at the Redemption Prices specified on the face
hereof, plus interest accrued to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of this Security, or one or more Predecessor Securities, of record
at the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture.


                                      R-1
<PAGE>
                  In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed portion will be issued in the name of the Holder
hereof upon the cancellation hereof.

                  This Security is not subject to repayment prior to the Stated
Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above. If so specified, this Security is subject
to repayment at the option of the Holder hereof upon the terms set forth above
by completing the form for the Option to Elect Repayment that is attached.

                  In the event of repayment of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unpaid portion will be issued to the registered Holder upon
the cancellation hereof.

                  The interest rate payable on this Security will be calculated
by reference to the Interest Rate Basis specified above (a) plus or minus the
Spread specified above, if any, or (b) multiplied by the Spread Multiplier
specified above, if any. The Interest Rate Basis may be: (a) the Commercial
Paper Rate, (b) the Prime Rate, (c) the CD Rate, (d) the Federal Funds Rate, (e)
LIBOR, (f) EURIBOR, (g) the Treasury Rate, (h) the CMT Rate or such other
interest rate formula, as specified above. The "Index Maturity" is the period to
maturity of the instrument or obligation from which the Interest Rate Basis is
calculated, as specified above.

                  All percentages resulting from any calculation on this
Security will be rounded upward, if necessary, to the next higher one
hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) would
be rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or
resulting from such calculation on this Security will be rounded to the nearest
cent or, in the case of a foreign currency or composite currency, to the nearest
corresponding unit or more (with one-half cent or unit or more being rounded
upward). Amounts of one-half cent or one-half of a corresponding unit or more
will be rounded upward.

                  Unless otherwise specified above, the "Regular Record Date"
with respect to this Security shall be the date 15 calendar days prior to each
Interest Payment Date, whether or not such date shall be a Business Day, and
interest will be payable, in the case of Securities which reset daily, weekly or
monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year (as specified above); which
reset quarterly, on the third Wednesday of March, June, September and December
of each year; which reset semi-annually, on the third Wednesday of the two
months of each year specified above; and which reset annually, on the third
Wednesday of the month specified above (each an "Interest Payment Date"); and in
each case, at maturity or upon earlier redemption or repayment.

                  Payments of interest with respect to any Interest Payment Date
or date of maturity, redemption or repayment will include interest accrued to
but excluding such

                                      R-2
<PAGE>
Interest Payment Date or date of maturity, redemption or repayment, as the case
may be. Accrued interest from the Original Issue Date or from the last date to
which interest has been paid is calculated by multiplying the face amount of
this Security by an accrued interest factor, computed by adding the interest
factor calculated for each day from such starting date to but excluding the date
for which accrued interest is being calculated. The interest factor (expressed
as a decimal) for each such day is computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, unless otherwise
specified, or, in the case of a Treasury Rate Security and a CMT Rate Security,
by the actual number of days in the year.

                  The rate of interest on this Security will be reset daily,
weekly, monthly, quarterly, semi-annually or annually or otherwise (each an
"Interest Reset Date"), as specified above. Unless otherwise specified above,
the Interest Reset Date will be, if this Security resets daily, each Business
Day, if this Security resets weekly and is not a Treasury Rate Security, the
Wednesday of each week, or if this Security resets weekly and is a Treasury Rate
Security, the Tuesday of each week (except as provided below); if this Security
resets monthly, the third Wednesday of each month; if this Security resets
quarterly, the third Wednesday of March, June, September and December; if this
Security resets semi-annually, the third Wednesday of the two months of each
year, as specified above; and if this Security resets annually, the third
Wednesday of the month of each year, as specified above; provided, however, that
the interest rate in effect from the date of issue to the first Interest Reset
Date will be the Initial Interest Rate specified above. If any Interest Payment
Date, other than at maturity, redemption or repayment, would otherwise fall on a
day that is not a Market Day (as defined below), the Interest Payment Date shall
be postponed to the next day that is a Market Day and interest will accrue to
such Market Day, or if this Security is a LIBOR Security and such Market Day is
in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Market Day.

                  As used herein, the term "Market Day" means any Business Day
except that for any LIBOR Note, any such Business Day that is also a London
Business Day. The term "London Business Day" means any day on which dealings in
the Index Currency are transacted in the London Interbank Market. The term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is (i) not a day on which banking institutions in The City of New York generally
are authorized or obligated by law, regulation or executive order to close, (ii)
if the Note is denominated in a Specified Currency other than U.S. dollars or
euros, it must also not be a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in the financial center
of the country issuing the Specified Currency, and (iii) if the Specified
Currency is euro, any day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System, or any successor system, is open
for business (a euro business day).

                   The Interest Determination Date pertaining to an Interest
Reset Date for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate

                                      R-3
<PAGE>
Security (the "CD Rate Interest Determination Date"), for a Federal Funds Rate
Security (the "Federal Funds Interest Determination Date") and for a CMT Rate
Note (the "CMT Rate Interest Determination Date") will in each case be the
second Market Day preceding such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date for a LIBOR Security (the "LIBOR
Interest Determination Date") will be the second London Business Day immediately
preceding the applicable Interest Reset Date, unless the Index Currency is
British pounds sterling, in which case the Interest Determination Date will be
the applicable Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for a EURIBOR Security (the "EURIBOR Interest
Determination Date") will be the second Euro Business Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a Treasury Rate Security (the "Treasury Rate Interest
Determination Date") will be the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is held on the preceding Friday, such Friday will
be the Treasury Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week. If an auction date would fall on any
Interest Reset Date for a Treasury Rate Security, then such Interest Reset Date
shall instead be the first Market Day immediately following such auction date.
Unless otherwise specified above, the Calculation Date pertaining to any
Interest Determination Date shall be the earlier of (i) the tenth calendar day
after such Interest Determination Date, or, if such day is not a Business Day,
the next succeeding Business Day or (ii) the Business Day immediately preceding
the applicable Interest Payment Date or the Maturity Date, whichever is the day
on which the next payment of interest will be due.

                  Determination of Commercial Paper Rate. If the Interest Rate
Basis of this Security is the Commercial Paper Rate, the interest rate with
respect to any Interest Reset Date shall equal the Money Market Yield,
calculated as described below, of the per annum rate quoted on a bank discount
basis, for the relevant Commercial Paper Rate Interest Determination Date for
commercial paper having the specified Index Maturity specified on the face
hereof as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper-Non-financial".

                  If such rate does not appear in H.15(519) prior to 3:00 P.M.,
New York City time, on the relevant Calculation Date, unless the calculation is
made earlier and the rate is available from that source at that time, then the
Commercial Paper Rate with respect to such Interest Reset Date shall be the
Money Market Yield of such rate on such Commercial Paper Rate Interest
Determination Date for commercial paper having the specified Index Maturity as
available through the world-wide web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publication of the Board of Governors of the Federal
Reserve System ("H.15 Daily Update") or such

                                      R-4
<PAGE>
other recognized electronic source used for the purpose of displaying such rate,
under the heading "Commercial Paper-Non-financial". An Index Maturity of one
month or three months will be deemed to be equivalent to an Index Maturity of 30
days or 90 days, as the case may be.

                  If by 3:00 P.M., New York City time, on the relevant
Calculation Date such rate is not yet published in either H.15(519), H.15 Daily
Update or another recognized electronic source, unless the calculation is made
earlier and the rate is available from that source at that time, the Commercial
Paper Rate with respect to such Interest Reset Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered yearly rates, quoted on a bank discount basis, as of 11:00 A.M., New
York City time, on such Commercial Paper Rate Interest Determination Date, of
three leading dealers of U.S. dollar commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the Index Maturity
shown above placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from a nationally recognized rating agency.

                  If fewer than three dealers selected by the Calculation Agent
are quoting as mentioned above, the Commercial Paper Rate with respect to such
Interest Reset Date will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date. If the initial base rate has been
in effect prior to such interest reset date, however, it will remain in effect
until the next interest reset date.

                  Money Market Yield shall be a yield, expressed as a
percentage, calculated in accordance with the following formula:

                      Money Market Yield = 100 x          360 x D
                                                        ------------
                                                        360 - (D x M)


In the above formula, "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and "M" refers to
the actual number of days in the period from and including the Interest Reset
Date to but excluding the next Interest Reset Date, or the maturity, redemption
or repayment date, as appropriate.

                  Determination of Prime Rate. If the Interest Rate Basis of
this Security is the Prime Rate, the interest rate with respect to any Interest
Reset Date shall equal the rate set forth for the relevant Prime Rate Interest
Determination Date in H.15(519) under the heading "Bank Prime Loan".

                  If such rate does not appear in H.15(519) prior to 3:00 P.M.,
New York City time, on the relevant Calculation Date, unless the calculation is
made earlier and the rate is available from that source at that time, then the
Prime Rate with respect to such Interest Reset Date will be the rate for the
relevant Interest Determination Date as published in H.15 Daily Update or such
other recognized electronic source used for the purpose of displaying such rate
under the heading "Bank Prime Loan".


                                      R-5
<PAGE>
                  If prior to 3:00 P.M., New York City time, on the relevant
Calculation Date such rate is not published in either H.15(519), H.15 Daily
Update or another recognized electronic source, unless the calculation is made
earlier and the rate is available from that source at that time, then the Prime
Rate with respect to such Interest Reset Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the "Reuters
Screen USPRIME1 Page" as such bank's prime rate or base lending rate as of 11:00
A.M., New York City time, on such Prime Rate Interest Determination Date. The
"Reuters Screen USPRIME1 Page" is the display designated as page "USPRIME1" on
the Reuters Monitor Money Rates Service (or any successor service), or such
other page as may replace the USPRIME1 Page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.

                  If fewer than four such rates appear on the Reuters Screen
USPRIME1 Page on such Prime Rate Interest Determination Date, the Prime Rate
with respect to such Interest Reset Date will be the arithmetic mean of the
prime rates or base lending rates, quoted on the basis of the actual number of
days in the year divided by a 360-day year, as of the close of business on such
Prime Rate Interest Determination Date by three major banks in The City of New
York selected by the Calculation Agent.

                  If fewer than three banks selected as by the Calculation Agent
are quoting as mentioned above, the Prime Rate with respect to such Interest
Reset Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date. If the initial base rate has been in effect prior to such
interest reset date, however, it will remain in effect until the next interest
reset date.

                  Determination of CD Rate. If the Interest Rate Basis of this
Security is the CD Rate, the interest rate with respect to any Interest Reset
Date shall equal the rate for the relevant CD Interest Determination Date for
negotiable U.S. dollar certificates of deposit having the specified Index
Maturity as published in H.15(519) under the heading "CDs (Secondary Market)".

                  In the event that such rate does not appear in H.15(519) prior
to 3:00 P.M., New York City time, on the relevant Calculation Date, unless the
calculation is made earlier and the rate is available from that source at that
time, then the CD Rate with respect to such Interest Reset Date shall be the
rate on such CD Rate Interest Determination Date for U.S. dollar negotiable
certificates of deposit having the specified Index Maturity as published in H.15
Daily Update or such other recognized electronic source used for the purpose of
displaying such rate under the heading "CDs (secondary market)".

                  If by 3:00 P.M., New York City time, on the relevant
Calculation Date such rate is not published in either H.15(519), H.15 Daily
Update or another recognized electronic source, unless the calculation is made
earlier and the rate is available from that source at that time, the CD Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of the secondary market offered rates, as
of 10:00 A.M., New York City time, on such CD Rate Interest

                                      R-6
<PAGE>
Determination Date, of three leading nonbank dealers of negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable U.S. dollar certificates of deposit of major United States
money market banks with a remaining maturity closest to the specified Index
Maturity and in a representative amount. Representative amount means an amount
that, in the Calculation Agent's judgment, is representative of a single
transaction in the relevant market at the relevant time.

                  If fewer than three dealers selected by the Calculation Agent
are quoting as mentioned above, the CD Rate with respect to such Interest Reset
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.
If the initial base rate has been in effect prior to such interest reset date,
however, it will remain in effect until the next interest reset date.

                  Determination of Federal Funds Rate. If the Interest Rate
Basis of this Security is the Federal Funds Rate, the interest rate with respect
to any Interest Reset Date shall equal the rate on the relevant Federal Funds
Interest Determination Date for U.S. dollar Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as such rate is
displayed on MoneyLine Telerate (or any successor service) ("Telerate") on page
120 (or any other page as may replace such page on such service).

                  In the event that such rate does not appear on Telerate page
120 prior to 3:00 P.M., New York City time, on the relevant Calculation Date,
unless the calculation is made earlier and the rate is available from that
source at that time, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate on such Federal Funds Interest Determination Date as
published in H.15 Daily Update or such other recognized electronic source used
for the purpose of displaying such rate under the heading "Federal Funds
(Effective)".

                  If by 3:00 P.M., New York City time, on the relevant
Calculation Date such rate is not published on Telerate page 120, H.15(519),
H.15 Daily Update or another recognized electronic source, unless the
calculation is made earlier and the rate is available from that source at that
time, the Federal Funds Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
rates, as of 9:00 A.M., New York City time, on such Federal Funds Interest
Determination Date, for the last transaction in overnight U.S. dollar Federal
Funds arranged by three leading brokers of U.S. dollar Federal Funds
transactions in The City of New York selected by the Calculation Agent.

                  If fewer than three brokers selected by the Calculation Agent
are quoting as mentioned above, the Federal Funds Rate with respect to such
Interest Reset Date will be the Federal Funds Rate in effect on such Federal
Funds Interest Determination Date. If the initial base rate has been in effect
prior to such interest reset date, however, it will remain in effect until the
next interest reset date.


                                      R-7
<PAGE>
                  Determination of LIBOR. If the Interest Rate Basis of this
Security is LIBOR, the interest rate with respect to any Interest Reset Date
will be determined by the Calculation Agent in accordance with the following
provisions:

                  (i) With respect to a LIBOR Interest Determination Date, LIBOR
will be:

                  (a) if LIBOR Reuters is specified above, the arithmetic mean
         of the offered rates, or the offered rate if the Designated LIBOR Page,
         as defined below, by its terms provides only for a single rate, for
         deposits in the Index Currency, as defined below, having the Index
         Maturity specified above, commencing on the applicable Interest Reset
         Date, that appear or appears on the Designated LIBOR Page as of 11:00
         A.M., London time, on such LIBOR Interest Determination Date; or

                  (b) if LIBOR Telerate is specified above, or if neither LIBOR
         Reuters nor LIBOR Telerate is specified above as the method of
         calculating LIBOR, the rate for deposits in the Index Currency having
         the Index Maturity specified above, commencing on such Interest Reset
         Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
         London time, on such LIBOR Interest Determination Date.

                  (ii) If fewer than two such offered rates referenced in (i)
above appear, or if no such rate appears, as applicable, LIBOR on such LIBOR
Interest Determination Date will be determined as follows:

                  The Calculation Agent will request from the principal London
offices of each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, its offered quotation for deposits in the
Index Currency for the period of the Index Maturity designated above, commencing
on the applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations.

                  If fewer than two quotations are provided, LIBOR determined on
such LIBOR Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., or such other time specified above, in the
applicable principal financial center, on such LIBOR Interest Determination Date
by three major banks in such principal financial center selected by the
Calculation Agent for loans in the Index Currency to leading European banks,
having the Index Maturity designated above and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time.

                  If the banks so selected by the Calculation Agent are not
quoting as mentioned in the preceding sub-paragraph, LIBOR determined on such
LIBOR Interest

                                      R-8
<PAGE>
Determination Date will be LIBOR in effect on such LIBOR Interest Determination
Date. If the initial base rate has been in effect prior to such interest reset
date, however, it will remain in effect until the next interest reset date.

                  As used here:

                  Designated LIBOR Page means (a) if LIBOR Reuters is specified
         above, the display on the Reuters Monitor Money Rates Service, or any
         successor service, for the purpose of displaying the London interbank
         rates of major banks for the applicable Index Currency, or (b) if LIBOR
         Telerate is specified above or neither LIBOR Reuters nor LIBOR Telerate
         is specified above as the method for calculating LIBOR, the display on
         Telerate, for the purpose of displaying the London interbank rates of
         major banks for the applicable Index Currency.

                  Index Currency means the currency, including composite
currencies, specified above as the currency for which LIBOR shall be calculated.
If no such currency is specified above, the Index Currency shall be United
States dollars.

                  Determination of EURIBOR. If the Interest Rate Basis of this
Security is EURIBOR, the interest rate with respect to any Interest Reset Date
will be determined by the Calculation Agent or its affiliates in accordance with
the following provisions:

                  (i) With respect to a EURIBOR interest determination date,
EURIBOR will be the offered rate for deposits in euros having the Index Maturity
specified above, commencing on the second euro business day after the relevant
EURIBOR Interest Determination Date, as that rate appears on Telerate page 248
as of 11:00 A.M., Brussels time, on the such EURIBOR Interest Determination
Date; or

                  (ii) If such offered rate does not appear on Telerate page
248, as referenced in (i) above, EURIBOR on such EURIBOR Interest Determination
Date will be determined as follows:

                  The Calculation Agent will request from the principal
Euro-Zone office of each of four major banks in the Euro-Zone interbank market,
as selected by the Calculation Agent, its offered quotation for euro deposits
for the period of the Index Maturity designated above, commencing on the
applicable Interest Reset Date and in the representative amount to prime banks
in that market at approximately 11:00 A.M., Brussels time, on such EURIBOR
Interest Determination Date. If at least two quotations are provided, EURIBOR
for the relevant EURIBOR Interest Determination Date will be the arithmetic mean
of the quotations.

                  If fewer than two quotations are provided as described above,
EURIBOR determined on such EURIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted, at approximately 11:00 A.M., Brussels time
or such other time specified above on such EURIBOR Interest Determination Date
by three major banks in the Euro-Zone selected by the Calculation Agent for
loans of euros to leading euro-zone

                                      R-9
<PAGE>
banks having the Index Maturity designated above commencing on the applicable
Interest Reset Date and in a representative amount.

                  If fewer than three banks selected by the Calculation Agent
are quoting as mentioned in the preceding sub-paragraph, EURIBOR with respect to
such Interest Reset Date will be EURIBOR in effect on such EURIBOR Interest
Determination Date. If the initial base rate has been in effect prior to such
interest reset date, however, it will remain in effect until the next interest
reset date.

As used here:

                  Euro-Zone means, at any time the region comprised of the
member states of the European Economic and Monetary Union that, as of that time,
have adopted a single currency in accordance with the Treaty on European Union
of February 1992.

                  Determination of Treasury Rate. If the Interest Rate Basis of
this Security is the Treasury Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate for the auction on the relevant
Treasury Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified above as that rate
appears on Telerate page 56 or 57 under the heading "Investment Rate".

                  If such rate does not appear in either page by 3:00 P.M., New
York City time, on the relevant Calculation Date, unless the calculation is made
earlier and the rate is available from that source at that time, the Treasury
Rate will be the Bond Equivalent Yield of the rate for the relevant Interest
Determination Date, calculated as described below, for the type of Treasury Bill
described above, as published in H.15 Daily Update or such other recognized
electronic source used for the purpose of displaying such rate under the heading
"U.S. Government Securities/Treasury Bills/Auction High".

                  If the rate described in the preceding sub-paragraph does not
appear in H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the relevant interest Calculation Date, unless the
calculation is made earlier and the rate is available from that source at that
time, the Treasury Rate will be the Bond Equivalent Yield of the auction rate,
for the relevant Treasury Interest Determination Date and for Treasury Bills of
the kind described above, as announced by the U.S. Department of the Treasury.

                  If the results of such auction of Treasury Bills having the
specified Index Maturity are not published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is
held during such week, then the Treasury Rate shall be the Bond Equivalent Yield
of the rate set forth in H.15(519) for the relevant Treasury Interest
Determination Date and for Treasury Bills having a remaining maturity closest to
the specified Index Maturity under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market".


                                      R-10
<PAGE>
                  If the rate described above does not appear in H.15(519) by
3:00 P.M., New York City time, on the relevant interest Calculation Date, then
the Treasury Rate will be the rate for the relevant Treasury Interest
Determination Date and for the type of Treasury Bill described above, as
published in H.15 Daily Update or such other recognized electronic source used
for the purpose of displaying such rate under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market".

                  If the rate described in the preceding sub-paragraph is not so
published in H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the relevant Calculation Date, unless the
calculation is made earlier and the rate is available from that source at that
time, the Treasury Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the Bond Equivalent Yield of
the arithmetic mean of the secondary market bid rates as of approximately 3:30
P.M., New York City time, on such Treasury Interest Determination Date, of three
primary United States government securities dealers in The City of New York
selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the specified Index Maturity.

                  If fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned above, the Treasury Rate with respect
to such Interest Reset Date will be the Treasury Rate in effect on such Treasury
Interest Determination Date. If the initial base rate has been in effect prior
to such interest reset date, however, it will remain in effect until the next
interest reset date.

                  Bond Equivalent Yield shall be a yield, expressed as a
percentage, calculated in accordance with the following formula:


         Bond Equivalent Yield =            D x N           x 100
                                        -------------
                                        360 - (D x M)

In the above formula, "D" refers to the yearly rate for Treasury Bills quoted on
a bank discount basis and expressed as a decimal; "N" means 365 or 366 as the
case may be, and "M" refers to the actual number of days in the period from and
including the interest reset date to, but excluding the next interest reset
date, or the maturity, redemption or repayment date, as appropriate.

                  Determination of CMT Rate. If the Interest Rate Basis of this
Security is the CMT Rate, the interest rate with respect to any CMT Interest
Reset Date shall equal the rate displayed on the Designated CMT Telerate Page,
as defined below, under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release, H.15 . . . Mondays Approximately 3:45 P.M.,"
under the column for the Designated CMT Maturity Index, as defined below, for
(i) if the Designated CMT Telerate Page is 7051, the rate on the related CMT
Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week or the month, as specified above, ended immediately preceding the
week or month (as applicable) in which the related CMT Rate Interest
Determination Date falls.


                                      R-11
<PAGE>
                  If such rate is no longer displayed on the relevant page, or
is not displayed prior to 3:30 P.M., New York City time, on the relevant
Calculation Date, unless the calculation is made earlier and the rate is
available from that source at that time, then the CMT Rate with respect to such
CMT Rate Interest Determination Date will be such Treasury Constant Maturity
rate for the Designated CMT Maturity Index as published in H.15(519).

                  If such rate is no longer published, or, is not published by
3:30 P.M., New York City time, on such Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in H.15(519).

                  If such information is not provided by 3:30 P.M., New York
City time, on the relevant Calculation Date, then the CMT Rate for the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
offered rates as of approximately 3:30 P.M., New York City time on the CMT Rate
Interest Determination Date of three primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent for the most recently issued treasury notes having an original
maturity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than the Designated CMT Maturity Index minus one year.
In selecting those offered rates, the Calculation Agent will request quotations
from five such Reference Dealers and will eliminate the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest).

                  If the Calculation Agent cannot obtain three such Treasury
notes quotations, the CMT Rate for such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York, selected
by the Calculation Agent for Treasury notes with an original maturity longer
than the Designated CMT Maturity Index, with a remaining term to maturity
closest to the Designated CMT Maturity Index and in a representative amount. In
selecting these offered rates, the Calculation Agent will request quotations
from five such Reference Dealers and will eliminate the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest).

                  If three or four, and not five, of such Reference Dealers are
quoting as described in the preceding sub-paragraph, then the CMT Rate on the
CMT Rate Interest

                                      R-12
<PAGE>
Determination Date will be based on the arithmetic mean of the offered rates
obtained and neither the highest nor the lowest of such quotes will be
eliminated.

                  If fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described above, the CMT Rate will be the CMT
Rate in effect on such CMT Rate Interest Determination Date. If the initial base
rate has been in effect prior to such interest reset date, however, it will
remain in effect until the next interest reset date.

                  If two Treasury notes with an original maturity as described
above have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury note with the shorter remaining term
to maturity will be used.

                  As used above:

                  Designated CMT Telerate Page means the display on Telerate on
         the page designated above -- or any other page as may replace such page
         on that service for the purpose of displaying Treasury Constant
         Maturities as reported in H.15(519) -- for the purpose of displaying
         Treasury Constant Maturities as reported in H.15(519). If no such page
         is specified above, the Designated CMT Telerate Page shall be 7052, for
         the most recent week.

                  Designated CMT Maturity Index means the original period to
         maturity of the U.S. Treasury securities, either 1, 2, 3, 5, 7, 10, 20
         or 30 years, specified above, with respect to which the CMT Rate will
         be calculated. If no such maturity is specified above, the Designated
         CMT Maturity Index shall be two years.

                  Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown above. The Calculation Agent shall calculate the
interest rate on this Security in accordance with the foregoing on each Interest
Determination Date or Calculation Date as applicable. The Calculation Agent's
determination of any interest rate will be final and binding in the absence of
manifest error. The interest rate on this Security will in no event be higher
than the maximum rate permitted by New York law, as it may be modified by United
States law of general application.

                  The Calculation Agent will upon the request of the Holder of
this Security provide to such Holder the interest rate hereon then in effect
and, if determined, the interest rate which will become effective on the next
Interest Reset Date. The Calculation Agent's determination of any interest rate,
and its calculation of the amount of interest for any interest period is final
and binding in the absence of manifest error.

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


                                      R-13
<PAGE>
                  The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the majority of the Holders in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent of
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security or
Securities issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium, and interest on this Security at the times, places and rate, and in the
coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth (including, in the case of a Global Security,
certain additional limitations), the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security is payable, duly endorsed by,
or accompanied by a written instrument of transfer in a form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

                  The Securities of this series are issuable only in registered
form, without coupons, in denominations of (i) if denominated in U.S. dollars,
$1,000 and any integral multiple of $1,000 in excess thereof or (ii) if this
Security is denominated in a Specified Currency other than U.S. dollars, in the
denominations indicated on the face hereof, equivalent to $1,000 and integral
multiples of $1,000 in excess thereof, using an exchange rate equal to the noon
buying rate in The City of New York for cable transfers for such Specified
Currency on the first Business Day immediately preceding the date on which the
Company accepts the offer to buy such Security, unless otherwise specified
above. The Securities of this series may be issued, in whole or in part, in the
form of one or more Global Securities bearing the legend specified in the
Indenture regarding certain restrictions on registration of transfer and
exchange and issued to DTC or its nominee and

                                      R-14
<PAGE>
registered in the name of DTC or such nominee. As provided in the Indenture and
subject to certain limitations (including, in the case of any Global Security,
certain additional limitations) therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor if a different authorized denomination, as requested by the
Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange of Securities as provided above, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

                  Prior to due presentment of a Security of this series for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  All terms used in this Security which are defined in the
Indenture and not herein otherwise defined shall have the meanings assigned to
them in the Indenture.


                                      R-15
<PAGE>
                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations.

                  TEN COM -         as tenants in common

                  TEN ENT -         as tenants by the entireties

                  JT TEN  -         as joint tenants with right of
                                    survivorship and not as tenants
                                    in common

                  UNIF GIFT MIN ACT -   __________Custodian___________
                                          (Cust)            (Minor)

                                         Uniform Gifts to Minor Acts

                                         _____________________________
                                                  (State)

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


                                      R-16
<PAGE>
                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

----------------------------------------------------------------------

                        (PLEASE INSERT SOCIAL SECURITY OR
                         IDENTIFYING NUMBER OF ASSIGNEE)

----------------------------------------------------------------------

                     (PLEASE PRINT OR TYPE NAME AND ADDRESS
                     INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

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



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

Dated:
      --------------------------


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


                                      R-17
<PAGE>
                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof specified below)
pursuant to its terms at the applicable Repayment Price, together with interest
to the Repayment Date, to the undersigned at

                  -----------------------------------------------------------

                  -----------------------------------------------------------

                  -----------------------------------------------------------

         (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):
                          --------------------------------.

                  Dated:
                        ----------------------------


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


                                      R-18