<PAGE>   1
                                                                     Exhibit 4.3

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED
MARCH 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"), AMONG THE COMPANY AND THE
INITIAL PURCHASERS, AS THEREIN DEFINED. THE COMPANY WILL PROVIDE A COPY OF THE
REGISTRATION RIGHTS AGREEMENT TO A HOLDER OF THIS SECURITY WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. 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 UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS
<PAGE>   2
AFTER THE LATER OF THE ORIGINAL ISSUE 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 SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
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 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 RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF
SECURITIES, 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 ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


                        THE DUN & BRADSTREET CORPORATION

                          6.625% Senior Notes due 2006

CUSIP No.:  26483EAA8                                            Note No.: N-1
ISIN No.:  US26483EAA82
Common Code No.:  012690525

        THE DUN & BRADSTREET CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum as set forth in the attached Schedule of
Increases and Decreases on March 15, 2006, and to pay interest thereon from
March 22, 2001 or from the most recent Interest
<PAGE>   3
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing September 15, at the rate
of 6.625% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
mailed to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

        Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the Corporate Trust Office of the Trustee in
The Borough of Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

        If (i) the Company has not filed a registration statement (the "Exchange
Offer Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") registering a security substantially identical to this
Security (except that such security will not contain terms with respect to
transfer restrictions) (the "Exchange Securities") pursuant to an exchange offer
(the "Registered Exchange Offer") on or prior to 90 days following the date of
original issuance of this Security, (ii) the Exchange Offer Registration
Statement has not been declared effective within 150 days following the date of
original issuance of this Security, or (iii) the Registered Exchange Offer has
not been consummated or a registration statement registering this Security for
resale (the "Shelf Registration Statement") has not been declared effective on
or prior to 180 days following the date of original issuance of this Security
(each such event referred to in clauses (i) through (iii), a "Registration
Default"), then, as liquidated damages for such Registration Default, the per
annum interest rate on the Transferred Restricted Securities shall increase from
and including the day next following each such Registration Default, in each
case at a rate equal to 0.25% per annum until (i) the Exchange Offer
Registration Statement has been filed, (ii) the Exchange Offer Registration
Statement has been declared effective or (iii) the Registered Exchange Offer has
been consummated or the Shelf Registration Statement has been declared
effective, as the case
<PAGE>   4
may be. Following the cure of all Registration Defaults, the accrual of
liquidated damages shall cease. The aggregate amount of the liquidated damages
in respect of each of the Transfer Restricted Securities payable pursuant to
such provisions shall not exceed 0.75% per annum. The term "Transfer Restricted
Securities" means (i) each Security until the date on which such Security has
been exchanged for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) each Security or private exchange security ("Private
Exchange Securities" means securities that are exchanged by the Company in a
private exchange offer for a like aggregate principal amount of debt securities
of the Company that are identical in all material respects to the Exchange
Securities, except for the transfer restrictions relating to such Private
Exchange Securities) until the date on which it has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Security or Private Exchange Security until
the date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
The Company shall not be required to pay liquidated damages to a holder of
Transfer Restricted Securities if such holder has failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 of the Registration Rights Agreement or failed to provide
the information required to be provided by it, if any, pursuant to Section 4(n)
of the Registration Rights Agreement.

        In addition, if the Shelf Registration Statement is declared effective
pursuant to Section 2 of the Registration Rights Agreement, and the Company
fails to keep the Shelf Registration Statement continuously (x) effective or (y)
useable for resales of the Transfer Restricted Securities for the period
required by Section 2(b) of the Registration Rights Agreement, and such failure
continues for more than 60 days (whether or not consecutive) in any 12-month
period (the 61st day being referred to as the "Default Day"), then from the
Default Day until the earlier of (i) the date that the Shelf Registration
Statement is again deemed effective or is usable, (ii) the date that is two
years following the date of original issuance of this Security (or, if Rule
144(k) is amended to provide a shorter restrictive period, such shorter period)
or (iii) the date as of which all of the Transfer Restricted Securities are sold
pursuant to the Shelf Registration Statement, liquidated damages in respect of
the Transfer Restricted Securities shall accrue at a rate equal to 0.25% per
annum.

        Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

<PAGE>   5
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        THE DUN & BRADSTREET CORPORATION

                                          By:
                                              ----------------------------------

                                          Attest:
                                                  ------------------------------
                                                       Assistant Secretary
<PAGE>   6

                          CERTIFICATE OF AUTHENTICATION

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

Dated:  March 22, 2001


                                            THE BANK OF NEW YORK, as Trustee


                                            By:
                                                --------------------------------

                                                   Authorized Signatory


<PAGE>   7



                              [REVERSE OF SECURITY]

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 22, 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $300,000,000, subject to certain exceptions
referred to in the Indenture. In addition, the Company may from time to time
without the consent of the Holders of Securities create and issue further
securities having the same terms and conditions as the Securities in all
respects (or in all respects except for the issue date and issue price) and so
that such further issue shall be consolidated and form a single series with the
outstanding securities of this series (including the Securities) or upon such
terms as the Company may determine at the time of their issue. References herein
to the Securities include (unless the context requires otherwise) any other
securities issued as described in this paragraph and forming a single series
with the Securities.

        The Securities of this series are subject to redemption upon not less
than 30 days' notice by mail, in whole or in part, at the option of the Company
at any time at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities so redeemed or (ii) as determined by a
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 25 basis points plus, in each
case, accrued interest thereon to the Redemption Date.

        "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

        "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations (as defined) for
such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

<PAGE>   8

         "Reference Treasury Dealer" means (i) each of Bear, Stearns & Co. Inc.,
Chase Securities Inc., Salomon Smith Barney Inc. and BNY Capital Markets, Inc.
and their respective successors unless any of them shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), in which case the Company shall substitute another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

        "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Treasury Reference Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

        "Treasury Rate" means, with respect to any redemption date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the term of the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from the
yields on a straight line basis, rounding to the nearest month) or (ii) if such
statistical release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.

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

        This Security shall have the benefit of the covenants and agreements set
forth in the Indenture. The Indenture contains provisions for defeasance of the
entire indebtedness of this Security or certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.

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

<PAGE>   9
        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

        As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the security
register, upon surrender of this Security for transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the 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

<PAGE>   10
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain 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 of a different authorized denomination, as
requested by the Holder surrendering the same.

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

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

        This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of the Security.

        This Security shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.

        All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE>   11




                                     [FORM OF ASSIGNMENT]

To assign this Note, fill in the form below:


               I or we assign and transfer this Note to


                     (Print or type assignee's name, address and zip code)


                         (Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint ________________ as agent for the transfer of
         this Note on the books of the Company. The agent may substitute another
         to act for him.


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

Signature Guarantee:
                    ------------------------------------                      -
                    (Signature must be guaranteed)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Notes evidenced by
this certificate occurring prior to the date that is two years after the later
of the date of original issuance of such Notes and the last date, if any, on
which such Notes were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

            1     [ ] acquired for the undersigned's own account, without
                      transfer; or

            2     [ ] transferred to the Company; or

            3     [ ] transferred pursuant to and in compliance with Rule 144A
                      under the Securities Act of 1933, as amended (the
                      "Securities Act"); or

            4     [ ] transferred pursuant to an effective registration
                      statement under the Securities Act; or

            5     [ ] transferred pursuant to and in compliance with
                      Regulation S under the Securities Act; or


<PAGE>   12
            6     [ ] transferred to an institutional "accredited investor"
                      (as defined in Rule 501(a)(1), (2), (3) or (7) under
                      the Securities Act), that has furnished to the
                      Trustee a signed letter containing certain
                      representations and agreements that it is acquiring
                      this Notes for investment and not with a view to, or
                      for offer or sale in connection with, any
                      distribution (as contemplated in the Securities Act)
                      or fractionalization thereof or with any intention of
                      reselling the Note or any part thereof, subject to
                      any requirement of law that the disposition of its
                      property will be at all times within its control and
                      subject to its ability to resell this Note pursuant
                      to Rule 144A, Regulation S or other exemption from
                      registration available under the Securities Act; or


          7       [ ] transferred pursuant to another available exemption from
                      the registration requirements of the Securities Act of
                      1933.

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 (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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.

                                           -------------------------------------
                                            Signature

Signature Guarantee:

--------------------------------            ------------------------------------
(Signature must be guaranteed)              Signature

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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

               The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that

<PAGE>   13
the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

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

<PAGE>   14




                       SCHEDULE OF INCREASES OR DECREASES

               The initial principal amount of this Global Note is
              $300,000,000. The following increases or decreases in
                        this Global Note have been made:

<TABLE>
<CAPTION>
                                                              Principal Amount   Signature of
                                                              of this Global     authorized
                  Amount of decrease    Amount of increase    Note               signatory
                  in Principal Amount   in Principal Amount   following such     of Trustee or
Date of           of this Global        of this Global        decrease or        Notes
Exchange          Note                  Note                  increase           Custodian
--------          ------------------    ------------------    -----------------  --------------
<S>               <C>                   <C>                   <C>                <C>

</TABLE>
<PAGE>   15
         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED
MARCH 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"), AMONG THE COMPANY AND THE
INITIAL PURCHASERS, AS THEREIN DEFINED. THE COMPANY WILL PROVIDE A COPY OF THE
REGISTRATION RIGHTS AGREEMENT TO A HOLDER OF THIS SECURITY WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT
("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
<PAGE>   16
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT 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 THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S,
(E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL
AMOUNT OF THE SECURITIES OF $250,000, 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 ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE
CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH
THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED
HEREIN. THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                        THE DUN & BRADSTREET CORPORATION

                          6.625% Senior Notes due 2006

CUSIP No.:  U26483AA2                                             Note No.:  R-1
ISIN No.:  USU26483AA28
Common Code No.:  012690495

         THE DUN & BRADSTREET CORPORATION, a corporation duly organized
<PAGE>   17
and existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum as set forth in the attached
Schedule of Increases and Decreases on March 15, 2006, and to pay interest
thereon from March 22, 2001 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on March 15 and
September 15 in each year, commencing September 15, at the rate of 6.625% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the March 1 or September 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be mailed to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the Corporate Trust Office of the Trustee in
The Borough of Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

         If (i) the Company has not filed a registration statement (the
"Exchange Offer Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") registering a security substantially identical to
this Security (except that such security will not contain terms with respect to
transfer restrictions) (the "Exchange Securities") pursuant to an exchange offer
(the "Registered Exchange Offer") on or prior to 90 days following the date of
original issuance of this Security, (ii) the Exchange Offer Registration
Statement has not been declared effective within 150 days following the date of
original issuance of this Security, or (iii) the Registered Exchange Offer has
not been consummated or a registration statement registering this Security for
resale (the "Shelf Registration Statement") has not been declared effective on
or prior to 180 days following the date of original issuance of this Security
(each such event referred to in clauses (i) through (iii), a "Registration
Default"), then, as liquidated damages for such Registration Default, the per
annum interest rate on the
<PAGE>   18
Transferred Restricted Securities shall increase from and including the day next
following each such Registration Default, in each case at a rate equal to 0.25%
per annum until (i) the Exchange Offer Registration Statement has been filed,
(ii) the Exchange Offer Registration Statement has been declared effective or
(iii) the Registered Exchange Offer has been consummated or the Shelf
Registration Statement has been declared effective, as the case may be.
Following the cure of all Registration Defaults, the accrual of liquidated
damages shall cease. The aggregate amount of the liquidated damages in respect
of each of the Transfer Restricted Securities payable pursuant to such
provisions shall not exceed 0.75% per annum. The term "Transfer Restricted
Securities" means (i) each Security until the date on which such Security has
been exchanged for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) each Security or private exchange security ("Private
Exchange Securities" means securities that are exchanged by the Company in a
private exchange offer for a like aggregate principal amount of debt securities
of the Company that are identical in all material respects to the Exchange
Securities, except for the transfer restrictions relating to such Private
Exchange Securities) until the date on which it has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Security or Private Exchange Security until
the date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
The Company shall not be required to pay liquidated damages to a holder of
Transfer Restricted Securities if such holder has failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 of the Registration Rights Agreement or failed to provide
the information required to be provided by it, if any, pursuant to Section 4(n)
of the Registration Rights Agreement.

         In addition, if the Shelf Registration Statement is declared effective
pursuant to Section 2 of the Registration Rights Agreement, and the Company
fails to keep the Shelf Registration Statement continuously (x) effective or (y)
useable for resales of the Transfer Restricted Securities for the period
required by Section 2(b) of the Registration Rights Agreement, and such failure
continues for more than 60 days (whether or not consecutive) in any 12-month
period (the 61st day being referred to as the "Default Day"), then from the
Default Day until the earlier of (i) the date that the Shelf Registration
Statement is again deemed effective or is usable, (ii) the date that is two
years following the date of original issuance of this Security (or, if Rule
144(k) is amended to provide a shorter restrictive period, such shorter period)
or (iii) the date as of which all of the Transfer Restricted Securities are sold
pursuant to the Shelf Registration Statement, liquidated damages in respect of
the Transfer Restricted Securities shall accrue at a rate equal to 0.25% per
annum.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE>   19
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        THE DUN & BRADSTREET CORPORATION

                                          By:
                                              ----------------------------------

                                          Attest:
                                                  ------------------------------
                                                       Assistant Secretary
<PAGE>   20
                          CERTIFICATE OF AUTHENTICATION

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

Dated:  March 22, 2001


                                   THE BANK OF NEW YORK, as Trustee


                                   By:
                                       -----------------------------------------

                                            Authorized Signatory
<PAGE>   21
                              [REVERSE OF SECURITY]

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 22, 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $300,000,000, subject to certain exceptions
referred to in the Indenture. In addition, the Company may from time to time
without the consent of the Holders of Securities create and issue further
securities having the same terms and conditions as the Securities in all
respects (or in all respects except for the issue date and issue price) and so
that such further issue shall be consolidated and form a single series with the
outstanding securities of this series (including the Securities) or upon such
terms as the Company may determine at the time of their issue. References herein
to the Securities include (unless the context requires otherwise) any other
securities issued as described in this paragraph and forming a single series
with the Securities.

         The Securities of this series are subject to redemption upon not less
than 30 days' notice by mail, in whole or in part, at the option of the Company
at any time at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities so redeemed or (ii) as determined by a
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 25 basis points plus, in each
case, accrued interest thereon to the Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations (as defined) for
such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
<PAGE>   22
         "Reference Treasury Dealer" means (i) each of Bear, Stearns & Co. Inc.,
Chase Securities Inc., Salomon Smith Barney Inc. and BNY Capital Markets, Inc.
and their respective successors unless any of them shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), in which case the Company shall substitute another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Treasury Reference Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

         "Treasury Rate" means, with respect to any redemption date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the term of the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from the
yields on a straight line basis, rounding to the nearest month) or (ii) if such
statistical release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.

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

         This Security shall have the benefit of the covenants and agreements
set forth in the Indenture. The Indenture contains provisions for defeasance of
the entire indebtedness of this Security or certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
<PAGE>   23
         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the security
register, upon surrender of this Security for transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the 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
<PAGE>   24
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain 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 of a different authorized denomination, as
requested by the Holder surrendering the same.

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

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

         This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of the Security.

         This Security shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>   25
                              [FORM OF ASSIGNMENT]

To assign this Note, fill in the form below:

                  I or we assign and transfer this Note to

                  --------------------------------------------------------
                  (Print or type assignee's name, address and zip code)

                  ---------------------------------------------------------
                           (Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint ________________ as agent for the transfer of
this Note on the books of the Company. The agent may substitute another to act
for him.
--------------------------------------------------------------------------------

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

Signature Guarantee:  __________________________________________________________
                           (Signature must be guaranteed)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Notes evidenced by
this certificate occurring prior to the date that is two years after the later
of the date of original issuance of such Notes and the last date, if any, on
which such Notes were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

  1  [  ]   acquired for the undersigned's own account, without transfer; or

  2  [  ]   transferred to the Company; or

  3  [  ]   transferred pursuant to and in compliance with Rule 144A under
            the Securities Act of 1933, as amended (the "Securities Act"); or

  4  [  ]   transferred pursuant to an effective registration statement under
            the Securities Act; or

  5  [  ]   transferred pursuant to and in compliance with Regulation S under
            the Securities Act; or
<PAGE>   26
  6  [  ]   transferred to an institutional "accredited investor" (as defined
            in Rule 501(a)(1), (2), (3) or (7) under the Securities Act),
            that has furnished to the Trustee a signed letter containing
            certain representations and agreements that it is acquiring this
            Notes for investment and not with a view to, or for offer or sale
            in connection with, any distribution (as contemplated in the
            Securities Act) or fractionalization thereof or with any
            intention of reselling the Note or any part thereof, subject to
            any requirement of law that the disposition of its property will
            be at all times within its control and subject to its ability to
            resell this Note pursuant to Rule 144A, Regulation S or other
            exemption from registration available under the Securities Act;
            or

  7  [  ]   transferred pursuant to another available exemption from the
            registration requirements of the Securities Act of 1933.


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 (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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.


                                    ------------------------------------
                                    Signature

Signature Guarantee:

--------------------------------    ------------------------------------
(Signature must be guaranteed)      Signature

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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that
<PAGE>   27
the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

--------------------------------------------
Dated:
<PAGE>   28
                       SCHEDULE OF INCREASES OR DECREASES

                                   The initial
principal amount of this Global Note is $300,000,000. The following increases or
                 decreases in this Global Note have been made:


<TABLE>
<CAPTION>
<S>        <C>                  <C>                  <C>                  <C>
                                                     Principal Amount of
           Amount of decrease   Amount of increase   this Global Note     Signature of
           in Principal Amount  in Principal Amount  following such       authorized signatory
Date of    of this Global       of this Global       decrease or          of Trustee or Notes
Exchange   Note                 Note                 increase             Custodian
</TABLE>