<PAGE>   1
                                                                     EXHIBIT 4.2


                                RESTRICTED LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(i) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO IT, AND (ii)
PURSUANT TO CLAUSE (E), TO REQUIRE THAT A REPRESENTATION LETTER IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE IS COMPLETED AND DELIVERED BY THE
TRANSFEREE TO THE TRUSTEE. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE TRANSFER CERTIFICATE RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE
CERTIFICATE TO THE TRUSTEE.



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No. 1                                                $1,500,000,000.00



                       Williams Communications Group, Inc.
                        8.25% Senior Reset Note Due 2008

         Williams Communications Group, Inc., a Delaware corporation (the
"COMPANY"), for value received hereby promises to pay to WCG NOTE TRUST or
registered assigns the principal sum of ONE BILLION FIVE HUNDRED MILLION DOLLARS
($1,500,000,000.00) at the Company's office or agency for said purpose in The
City of New York, on March 31, 2008 (the "NOTE MATURITY DATE"), in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semi-annually in arrears on the Business Day preceding March 15 and September 15
(each an "INTEREST PAYMENT DATE") of each year, commencing with the first
Business Day preceding September 15, 2001, on said principal sum in like coin or
currency initially at the rate of 8.25% per annum until the Reset Sale Date (the
occurrence of which will be notified to the Trustee by the Indenture Trustee),
and thereafter at the applicable Reset Rate at said office or agency from the
most recent Interest Payment Date to which interest on the Notes has been paid
or duly provided for, unless the date hereof is a date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note, or, if no interest on the Notes has been paid or duly provided for, from
March 28, 2001. Upon the occurrence of an Issuer Only Payment Default, the
interest rate on the Notes shall not change upon a sale of the Notes (in
accordance with the Senior Indenture); provided, that in such event upon the
occurrence of the Interest Rate Reset Date the Notes shall thereafter bear
interest at a rate equal to the Interest Rate Reset Cap. Notwithstanding the
foregoing, if the date hereof is after the Business Day prior to each March 1 or
September 1 (each a "REGULAR RECORD DATE"), as the case may be, and before the
immediately following Interest Payment Date, this Note shall bear interest from
such Interest Payment Date; provided, that if the Company shall default in the
payment of interest due on such Interest Payment Date then this Note shall bear
interest from the next preceding Interest Payment Date to which interest on the
Notes has been paid or duly provided for. The interest so payable on any
Interest Payment Date will, except as otherwise provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
is registered at the close of business on the Regular Record Date preceding such
Interest Payment Date whether or not such day is a Business Day; provided that
interest may be paid, at the option of the Company, by mailing a check therefor
payable to the registered Holder entitled thereto at such Holder's last address
as it appears on the Note register or by wire transfer, in immediately available
funds, to such bank or other entity in the continental United States as shall be
designated in writing by such Holder prior to the relevant Regular Record Date
and shall have appropriate facilities for such purpose, or in accordance with
the standard operating procedures of the Depositary (as defined in the
Indenture).

         The Issuer, as the initial holder of the Note, is entitled to the
benefits of the WCG Note Reset Remarketing Agreement.


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          Interest on the Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

          Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

          This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.













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<PAGE>   4



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                      WILLIAMS COMMUNICATIONS GROUP, INC.


                                      By:  /s/ Bob F. McCoy
                                          --------------------------------------
                                      Name: Bob F. McCoy
                                      Title: Senior Vice President

















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                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         Dated: March 28, 2001

         This is one of the Notes described in the within-mentioned Indenture.

                                       UNITED STATES TRUST COMPANY OF NEW YORK,
                                       as Trustee

                                       By: /s/ Glenn Mitchell
                                          -------------------------
                                       Authorized Signatory












<PAGE>   6



                                 REVERSE OF NOTE

                       Williams Communications Group, Inc.

                        8.25% Senior Reset Note Due 2008

         This Note is one of a duly authorized issue of debt securities of the
Company, limited to the aggregate principal amount of $1,500,000,000, issued or
to be issued pursuant to an indenture dated as of March 28, 2001 (the
"INDENTURE"), duly executed and delivered by the Company to United States Trust
Company of New York, as Trustee (herein called the "TRUSTEE"). Reference is
hereby made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders (the words
"HOLDERS" or "HOLDER" meaning the registered holders or registered holder) of
the Notes and for the definition of certain capitalized terms used herein.

          This Note will bear interest initially at the rate of 8.25% per annum
until the Reset Sale Date, and at the applicable Reset Rate thereafter until
paid in full. Upon the occurrence of an Issuer Only Payment Default, the
interest rate on the Notes shall not change upon a sale of the Notes (in
accordance with the Senior Indenture); provided, that in such event upon the
occurrence of the Interest Rate Reset Date the Notes shall thereafter bear
interest at a rate equal to the Interest Rate Reset Cap. The Company will pay
interest on overdue principal of, premium, if any, and to the extent lawful,
interest on overdue installments of interest, initially at the rate of 10.25%
per annum until the Reset Sale Date, and at a rate per annum equal to the
applicable Reset Rate plus 200 basis points thereafter, in each case based on a
360-day year consisting of twelve 30-day months.

         In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all the Notes may be declared due
and payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a majority in
aggregate principal amount of the Notes then outstanding and that, prior to any
such declaration, such Holders may waive any past default under the Indenture
and its consequences except a default in the payment of principal of, premium,
if any, or interest on any of the Notes or in respect of a covenant or provision
of the Indenture that cannot be modified or amended without the consent of the
holder of each outstanding Note affected. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any Note which may be issued in exchange or substitution
herefor, whether or not any notation thereof is made upon this Note or such
other Notes.

         The Indenture permits the Company and the Trustee, with the consent of
the Holders of not less than a majority in principal amount of the Notes at the
time outstanding, evidenced as in the Indenture provided, to enter into one or
more indentures supplemental to the Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or modifying in any manner the rights of the Holders; provided
that no such supplemental indenture shall, without the consent of the Holder of
each outstanding Note: (1) change



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<PAGE>   7



the Stated Maturity of the principal of, or any installment of interest on, any
Note, or reduce the principal amount thereof or the interest thereon that would
be due and payable upon the Stated Maturity thereof, or change the place of
payment where, or the coin or currency in which, any Note or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof; (2)
reduce the percentage in principal amount of the outstanding Notes, the consent
of whose Holders is necessary for any such supplemental indenture or required
for any waiver of compliance with certain provisions of the Indenture or certain
Defaults thereunder; (3) except as otherwise required by Section 5.08 of the
Indenture, subordinate in right of payment, or otherwise subordinate, the Notes
to any other Debt; (4) except as otherwise required by the Indenture, release
any security interest that may have been granted in favor of the Holders of the
Notes; (5) reduce the premium payable upon the redemption of any Note nor change
the time at which any Note may be redeemed, as described in the Indenture; (6)
reduce the premium payable upon a Change of Control Triggering Event; (7) make
any change in any Domestic Restricted Subsidiary Guarantee that would adversely
affect the Holders of the Notes; or (8) modify any provision of this paragraph
(except to increase any percentage set forth herein).

         Notwithstanding the foregoing, without the consent of any Holder of
Notes, the Company and the Trustee may, at any time and from time to time,
without notice to or consent of any Holders of Notes, enter into one or more
indentures supplemental to the Indenture: (1) to evidence the succession of
another Person to the Company and the assumption by such successor of the
covenants of the Company in the Indenture and the Notes; (2) to add to the
covenants of the Company, for the benefit of the Holders, or to surrender any
right or power conferred upon the Company by the Indenture; (3) to add any
additional Events of Default; (4) to provide for uncertificated Notes in
addition to or in place of certificated Notes; (5) to evidence and provide for
the acceptance of appointment under the Indenture of a successor trustee; (6) to
secure the Notes; (7) to comply with the Trust Indenture Act of 1939; (8) to add
additional Guarantees with respect to the Notes or to release Guarantors from
Domestic Restricted Subsidiary Guarantees as provided by the terms of the
Indenture; or (9) to cure any ambiguity in the Indenture, to correct or
supplement any provision in the Indenture which may be inconsistent with any
other provision therein or to add any other provision with respect to matters or
questions arising under the Indenture; provided such actions shall not adversely
affect the interests of the Holders in any material respect.

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

         The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any multiple of $1,000.

         At the office or agency of the Company referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Notes may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations.


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<PAGE>   8


         Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Company, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be issued
to the transferee as provided in the Indenture. No service charge shall be made
for any such transfer, but the Company may require payment of a sum sufficient
to cover any tax or other similar governmental charge that may be imposed in
connection therewith.

         The Company may redeem all or part of the Notes at any time upon not
less than 30 nor more than 60 days' notice at the applicable Make-Whole Price.

         Subject to payment by the Company of a sum sufficient to pay the amount
due on redemption, interest on this Note (or portion hereof if this Note is
redeemed in part) shall cease to accrue upon the date duly fixed for redemption
of this Note (or portion hereof if this Note is redeemed in part).

         Upon the occurrence of a Change of Control Triggering Event (as defined
in the Indenture), any Holder of Notes will have the right to cause the Company
to purchase the Notes of such Holder, in whole or in part in integral multiples
of aggregate principal amount of $1,000, at a purchase price in cash equal to
the Change of Control Triggering Event Purchase Price, as provided in, and
subject to, the terms of the Indenture.

         The Company, the Trustee, and any authorized agent of the Company or
the Trustee, may deem and treat the registered Holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or the Trustee or any authorized agent of the Company or
the Trustee), for the purpose of receiving payment of, or on account of, the
principal hereof and premium, if any, and, subject to the provisions on the face
hereof, interest hereon and for all other purposes, and neither the Company nor
the Trustee nor any authorized agent of the Company or the Trustee shall be
affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Note, for any claim based thereon, or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture, or in any of the Notes or because of
the creation of any Debt (as defined in the Indenture) represented thereby,
against any incorporator, shareholder, officer, director, employee or
controlling person of the Company or of any successor Person thereof, either
directly or through the Company or any successor Person, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.

         The Indenture is hereby incorporated by the reference and to the extent
of any variance between the provisions hereof and the Indenture, the Indenture
shall control.



                                        8

<PAGE>   9


         This Note shall be deemed to be a contract under the laws of the State
of New York, and for all purposes shall be construed in accordance with the laws
of said State, except as may otherwise be required by mandatory provisions of
law.












                                        9

<PAGE>   10



                            [FORM OF TRANSFER NOTICE]

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

Insert Taxpayer Identification No.


---------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee


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

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________ attorney to transfer said Note on the books of
the Company with full power of substitution in the premises.



 Date:
         -----------                        -------------------------------

                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            within-mentioned instrument in
                                            every particular, without alteration
                                            or any change whatsoever.



In connection with any transfer of this Note, the undersigned confirms that such
Note is being:

CHECK ONE BOX BELOW

         (1)     [ ]       exchanged for the undersigned's own account without
                           transfer; or

         (2)     [ ]       transferred pursuant to and in compliance with Rule
                           144A under the Securities Act of 1933; or

         (3)     [ ]       transferred pursuant to and in compliance with
                           Regulation S under the Securities Act of 1933; or

         (4)     [ ]       transferred to an institutional "accredited
                           investor" within the meaning of subparagraph (a)(1),
                           (2), (3) or (7) of Rule 501 under the Securities Act
                           that is acquiring the Note for its own account, or
                           for the account of such an institutional "accredited
                           investor," for investment purposes and not with a



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<PAGE>   11



                           view to, or for offer or sale in connection with, any
                           distribution in violation of the Securities Act; or

         (5)     [ ]       transferred pursuant to another available exemption
                           from the registration requirements of the Securities
                           Act of 1933; or

         (6)     [ ]       transferred pursuant to an effective Registration
                           Statement; or

         (7)     [ ]       transferred to the Company.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (3), (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Note such legal opinions, certifications and other information as the Trustee
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act; provided, further, that (i) if box 2 is checked, the
transferee must also certify that it is a qualified institutional buyer as
defined in Rule 144A or (ii) if box 4 is checked, the transferee must also
provide a representation letter in form and substance reasonably satisfactory to
the Trustee.

Date:
         ----------------
                                            -----------------------------------
                                            Seller

                                            By
                                               --------------------------------

                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            within-mentioned instrument in every
                                            particular, without alteration or
                                            any change whatsoever.




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<PAGE>   12


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Note purchased by the Company pursuant to
Section 3.15 or Section 3.18 of the Indenture, check the Box: [ ]

         If you wish to have a portion of this Note purchased by the Company
pursuant to Section 3.15 or Section 3.18 of the Indenture, state the amount (in
principal amount): $_______________.

Date:
     ---------------

Your Signature:
                ----------------------------

                      (Sign exactly as your name appears on
                          the other side of this Note)








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