<PAGE>

                                                                    EXHIBIT 4.10


                          [FORM OF FLOATING RATE NOTE]


                                 [FACE OF NOTE]

           Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

REGISTERED                               PRINCIPAL AMOUNT: $
NO. FLR-                                 CUSIP:


                     CREDIT SUISSE FIRST BOSTON (USA), INC.
                                MEDIUM-TERM NOTE
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                 (FLOATING RATE)

Form of Note:  Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:  /_/ U.S. dollars        /_/ Other:

Authorized Denominations:   /_/ U.S. $1,000 and integral multiples thereof
                           /_/ Other:

Maturity Date:

Interest Payment Date(s):

Interest Rate Basis or Bases:
      /_/ CD Rate                /_/ Commercial Paper Rate
      /_/ Money Market Yield     /_/ Federal Funds Rate
      /_/ Prime Rate             /_/ Treasury Rate
      /_/ LIBOR
             /_/ LIBOR Telerate  Index Currency:
                                 Index Maturity:
             /_/  Other

Spread (plus or minus): __%               Spread Multiplier: __%

                                       1
<PAGE>

Initial Interest Rate: __%

Interest Category

      /_/ Regular Floating Rate Note
      /_/ Floating Rate/Fixed Rate Note

            Fixed Rate Commencement Date:
            Fixed Interest Rate:
      /_/ Inverse Floating Rate Note:
            Fixed Interest Rate:
      /_/ Original Issue Discount Note
            Issue Price:

Initial Interest Reset Date:              Interest Reset Date(s):

Day Count:  /_/ 30/360                    /_/ Actual/Actual
            /_/ Actual/360             [GRAPHIC OMITTED]
Other:

Maximum Interest Rate: __%                Minimum Interest Rate: __%

Indexed Note:                 /_/ Yes       /_/ No
      Manner of Determining Principal Amount Payable at Maturity Date:
      Manner of Determining Interest Payable at Interest Payment Date:

Dual Currency Note:          /_/ Yes       /_/ No
      Optional Payment Currency:

Amortizing Note:            /_/ Yes        /_/ No
      Amortizing Schedule:

Original Issue Discount Note: /_/ Yes      /_/ No
      Issue Price:

Renewable Note:         /_/ Yes         /_/  No
      Initial Maturity Date:

Optional Redemption:   /_/ Yes        /_/  No
      Initial Redemption Date:
      Initial Redemption Percentage: __%

Optional Repayment:                 /_/ Yes    /_/ No
      Optional Repayment Date(s):

Optional Extension of Maturity:    /_/ Yes     /_/ No
      Final Maturity Date:

Addendum Attached:                /_/ Yes    /_/ No

Exchange Rate Agent:

Other Provisions:

                                       2
<PAGE>

      Credit Suisse First Boston (USA), Inc., a Delaware corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., or registered assignees, the Principal Amount as
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) on the Maturity Date specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon from
the Original Issue Date specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) at a rate per annum equal to
the Initial Interest Rate specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) until the first Interest Reset
Date next succeeding the Original Issue Date specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith), and thereafter at
a rate per annum determined in accordance with the provisions specified on the
reverse hereof until the Principal hereof is paid or duly made available for
payment (except as provided below). The Company will pay interest in arrears on
each Interest Payment Date as specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified on the
face hereof (or in the pricing supplement attached hereto or delivered
herewith), and on the Maturity Date (or any Redemption Date or Repayment Date)
(these and certain other capitalized terms used herein are defined on the
reverse of this Note); PROVIDED, HOWEVER, that if the Original Issue Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date to the registered Holder of this Note on
the Record Date with respect to such second Interest Payment Date; and PROVIDED,
FURTHER, that (i) if an Interest Payment Date (other than the Maturity Date (or
any Redemption Date or Repayment Date)) would fall on a day that is not a
Business Day, such Interest Payment Date, shall be the following day that is a
Business Day, except that if the Interest Rate Basis specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith) is
LIBOR and such next Business Day falls in the next calendar month, the Interest
Payment Date, Maturity Date (or any Redemption Date or Repayment Date) shall be
the immediately preceding day that is a Business Day, and (ii) if the Maturity
Date (or any Redemption Date or Repayment Date) falls on a day that is not a
Business Day, the required payment of Principal, premium, if any, and interest
shall be made on the next succeeding Business Day with the same force and effect
as if made on the date such payment was due, and no interest shall accrue with
respect to such payment for the period from and after the Maturity Date (or any
Redemption Date or Repayment Date) to the date of such payment on the next
succeeding Business Day.

      Payment of the Principal of this Note, any premium and the interest due on
the Maturity Date (or any Redemption Date or Repayment Date) will be made in
immediately available funds upon surrender of this Note at the office or agency
of such paying agent as the Company may determine maintained for that purpose in
the Borough of Manhattan, The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.

      Notwithstanding the foregoing, if an Addendum is attached hereto or "Other
Provisions" apply to this Note as specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), this Note shall be
subject to the terms set forth in such Addendum or such "Other Provisions".

                                       3
<PAGE>

      Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from the Original Issue Date, until the
Principal hereof has been paid or duly made available for payment (except as
provided herein). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, will, subject to certain exceptions described
herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to an Interest Payment Date (whether or not a Business Day)
(each such date a "Record Date"); PROVIDED, HOWEVER, that interest payable on
the Maturity Date (or any Redemption Date or Repayment Date) will be payable to
the person to whom the Principal hereof shall be payable.

      If the Specified Currency specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) is other than U.S. dollars,
any payment on this Note on an Interest Payment Date or the Maturity Date (or
any Redemption Date or Repayment Date) will be made in U.S. dollars, as provided
below, unless the Holder hereof elects by written request (which request shall
also include appropriate wire transfer instructions) to the Paying Agent at its
corporate trust office in The City of New York received on or prior to the
Record Date relating to an Interest Payment Date or at least 10 days prior to
the Maturity Date (or any Redemption Date or Repayment Date), as the case may
be, to receive such payment in such Specified Currency except as provided on the
reverse hereof; provided, that any U.S. dollar amount to be received by a Holder
of this Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent appointed by the Company and specified on
the face hereof (or in the pricing supplement attached hereto or delivered
herewith) (the "Exchange Rate Agent"), at approximately 11:00 A.M., New York
City time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of such Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of such
Specified Currency payable to all Holders of Notes having the same terms as this
Note (including Original Issue Date) scheduled to receive U.S. dollar payment
and at which the applicable dealer commits to execute a contract; PROVIDED,
FURTHER, that if such bid quotations are not available, such payments shall be
made in such Specified Currency. All currency exchange costs will be borne by
the Holder of this Note by deductions from such payments. The Holder hereof may
elect to receive payment in such Specified Currency for all such payments and
need not file a separate election for each such payment, and such election shall
remain in effect until revoked by written notice to the Paying Agent at its
corporate trust office in The City of New York received on a date prior to the
Record Date for the relevant Interest Payment Date or at least 10 calendar days
prior to the Maturity Date (or any Redemption Date or Repayment Date), as the
case may be; provided, that such election is irrevocable as to the next
succeeding payment to which it relates; if such election is made as to full
payment on this Note, such election may thereafter be revoked so long as the
Paying Agent is notified of the revocation within the time period set forth
above.

      If the Specified Currency specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) is U.S. dollars, payment of
the Principal of and premium, if any, and interest on this Note will be made in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that payments
of interest, other than interest due at maturity (or any Redemption Date or

                                       4
<PAGE>

Repayment Date) will be made by United States dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register.

      A Holder of U.S. $5,000,000 (or, if the Specified Currency specified on
the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is other than U.S. dollars, the equivalent thereof in the Specified
Currency) or more in aggregate principal amount of Notes having the same
Interest Payment Date will be entitled to receive payments of interest, other
than interest due at maturity (or any Redemption Date or Repayment Date), by
wire transfer of immediately available funds to an account within the United
States maintained by the Holder of this Note if appropriate wire transfer
instructions in writing have been received by the Paying Agent not less than 10
days prior to the applicable Interest Payment Date.

      Reference is hereby made to the further provisions of this Note 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
Authenticating Agent, as defined on the reverse hereof, by manual signature,
this Note shall not be entitled to any benefit under the Indenture, as defined
on the reverse hereof, or be valid or obligatory for any purpose.


                                       5
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.

                                    CREDIT SUISSE FIRST BOSTON (USA), INC.


[SEAL]                              By:
                                       ------------------------------------
                                       Name
                                       Title:


Attest:


By:
   ---------------------------------
   Name:
   Title:


                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                          CHASE MANHATTAN BANK,
                                          as Trustee


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

                                               Authorized Signatory


                                       6
<PAGE>


                                [REVERSE OF NOTE]

                     CREDIT SUISSE FIRST BOSTON (USA), INC.

                                MEDIUM-TERM NOTE

                                 (FLOATING RATE)

      This Note is one of a duly authorized issue of Medium-Term Notes having
maturities of nine months or more from the date of issue (the "Notes") of the
Company. The Notes are issuable under a senior indenture, dated as of June 1,
2001 (the "Indenture") between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Company, the Trustee and
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank has been appointed Authenticating Agent
and Calculation Agent (the "Authenticating Agent" and "Calculation Agent",
respectively, which terms include any successor authenticating agent or
calculation agent, as the case may be) with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the Registrar and Paying Agent with respect to the Notes. The terms of
individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.

      This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) in accordance with the provisions of the following two
paragraphs, will not be redeemable or subject to repayment at the option of the
Holder prior to maturity.

      This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith), in
whole or from time to time in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized Denomination), at the
Redemption Price (as defined below), together with unpaid interest accrued
thereon to the date fixed for redemption (each, a "Redemption Date"), on notice
given no more than 60 nor less than 30 calendar days prior to the Redemption
Date and in accordance with the provisions of the Indenture. The "Redemption
Price" shall initially be the Initial Redemption Percentage specified on the
face hereof (or in the pricing supplement attached hereto or delivered herewith)
multiplied by the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, specified
on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) until the Redemption Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.

                                       7
<PAGE>

      This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith), in
whole or in part in increments of U.S.$1,000 or the minimum Authorized
Denomination (provided that any remaining principal amount hereof shall be at
least U.S.$1,000 or such minimum Authorized Denomination), at a repayment price
equal to 100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form hereon entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not more than 60 nor less than 30 calendar
days prior to the Repayment Date. Exercise of such repayment option by the
Holder hereof will be irrevocable. In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
Holder hereof upon the presentation and surrender hereof.

      The interest rate borne by this Note will be determined as follows:

            (i) Unless the Interest Category of this Note is specified on the
face hereof (or in the pricing supplement attached hereto or delivered herewith)
as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note", this
Note shall be designated as a "Regular Floating Rate Note" and, except as set
forth below or on the face hereof (or in the pricing supplement attached hereto
or delivered herewith), shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith). Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note shall be payable shall be reset as of each Interest
Reset Date specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith); PROVIDED, HOWEVER, that the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate.

            (ii) If the Interest Category of this Note is specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith) as a
"Floating Rate/Fixed Rate Note", then, except as set forth below or on the face
hereof (or in the pricing supplement attached hereto or delivered herewith),
this Note shall bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any,
and/or (b) multiplied by the Spread Multiplier, if any. Commencing on the
Initial Interest Reset Date, the Rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date; PROVIDED, HOWEVER, that
(y) the interest rate in effect for the period, if any, from the Original Issue
Date to the Initial Interest Reset Date shall be the Initial Interest Rate and
(z) the interest rate in effect for the period commencing on the Fixed Rate
Commencement Date specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) or, if no such Fixed Interest Rate is
specified, the interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.

                                       8
<PAGE>

            (iii) If the Interest Category of this Note is specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith) as
an "Inverse Floating Rate Note", then, except as set forth below or on the face
hereof (or in the pricing supplement attached hereto or delivered herewith),
this Note shall bear interest at the Fixed Interest Rate minus the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any; PROVIDED, HOWEVER, that, unless otherwise specified on the face hereof (or
in the pricing supplement attached hereto or delivered herewith), the interest
rate hereon shall not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date; PROVIDED, HOWEVER, that the interest rate
in effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate.

      Unless otherwise specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith), the rate with respect to each
Interest Rate Basis will be determined in accordance with the applicable
provisions below. Except as set forth above or on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), the interest rate in
effect on each day shall be (i) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as defined
below) immediately preceding such Interest Reset Date or (ii) if such day is not
an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.

      If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding Business
Day, except that if LIBOR is an applicable Interest Rate basis and such Business
Day falls in the next succeeding calendar month, such Interest Reset Date shall
be the immediately preceding Business Day.

      The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the CD Rate, Commercial Paper
Rate, Federal Funds Rate and Prime Rate will be the second Business Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for Notes bearing interest calculated by reference to
LIBOR shall be the second London Business Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the Treasury Rate shall be the
day of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; PROVIDED, HOWEVER, that if as a result of a legal
holiday an auction is held on the Friday of the week preceding such Interest
Reset Date, the related Interest Determination Date shall be such preceding
Friday; and PROVIDED, FURTHER, that if an auction shall fall on any Interest
Reset Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

      The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of (i) the tenth 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 preceding the applicable Interest Payment Date or Maturity Date, as
the case may be.

                                       9
<PAGE>

      DETERMINATION OF CD RATE. If the Interest Rate Basis specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith) is
the CD Rate, the CD Rate with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) 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 "CDs (Secondary Market)", or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) as published by the Federal Reserve Bank of New
York in its daily update of H.15(519) available through the world-wide web site
of the Board of Governors of the Federal Reserve System at
"http:/www.bog.frb.fed.us/releases/H15/update" or any successor site or
publication of the Board of Governors ("H.15 Daily Update") under the heading
"Certificates of Deposit". If such rate is not yet published in either H.15(519)
or H.15 Daily Update by 3:00 P.M., New York City time, on such Calculation Date,
then the CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such Interest
Determination Date, for negotiable certificates of deposit with a remaining
maturity closest to the Index Maturity specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) in an amount that is
representative for a single transaction in that market at that time as quoted by
three leading nonbank dealers in negotiable U.S. dollar certificates of deposit
in The City of New York selected by the Calculation Agent; PROVIDED, HOWEVER,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the rate of interest in effect for the
applicable period will be the same as the CD Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable hereon shall be the Initial Interest Rate).

      DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) is the Commercial Paper Rate, the Commercial Paper Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the Money Market Yield (as defined herein) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith), as such rate
shall be published in H.15(519) under the heading "Commercial
Paper-Non-Financial", or if not so published prior to 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity specified
on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) as published in H.15 Daily Update under the heading "Commercial Paper"
(with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 or 90 days, respectively). If by 3:00
P.M., New York City time, on such Calculation Date, such rate is not yet
available in either H.15(519) or H.15 Daily Update, then the Commercial Paper
Rate shall be calculated by the Calculation Agent and shall be the Money Market
Yield corresponding to the arithmetic mean of the offered rates as of
approximately 11:00 A.M., New York City time, on

                                       10
<PAGE>

such Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith), placed for a non-financial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized rating agency as quoted by
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent; PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
same as the Commercial Paper Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

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

                          Money Market Yield =     Dx360     x 100
                                              --------------
                                                360 - (DxM)

where "D" refers to the applicable 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 interest period for which interest is being calculated.

      DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis specified
on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is the Federal Funds Rate, the Federal Funds Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate on such date for Federal Funds as published in H.15 Daily Update under the
heading "Federal Funds (Effective)". If such rate is not published in either
H.15(519) or H.15 Daily Update by 3:00 P.M., New York City time, on such
Calculation Date, the Federal Funds Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight Federal funds as of 9:00 A.M.,
New York City time, on such Interest Determination Date arranged by three
leading brokers in Federal funds transactions in The City of New York selected
by the Calculation Agent; PROVIDED, HOWEVER, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest Determination
Date will be the same as the Federal Funds Rate in effect for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the rate of interest payable hereon shall be the Initial Interest Rate).

      DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the face
hereof (or in the pricing supplement attached hereto or delivered herewith) is
LIBOR, LIBOR with respect to this Note shall be determined on each Interest
Determination Date as follows:

            (i) With respect to an Interest Determination Date relating to a
LIBOR Note, LIBOR will be, if "LIBOR Telerate" is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) or if the
face hereof (or the pricing supplement attached hereto or delivered herewith)
does not specify a source for LIBOR, the rate for deposits in the London
interbank market in the Index Currency (as defined below) having the Index
Maturity designated on the face hereof (or in the pricing supplement attached
hereto or delivered

                                       11
<PAGE>

herewith) commencing on the second London Business Day immediately following
such Interest Determination Date that appears on the Designated LIBOR Page (as
defined below) as of 11:00 A.M., London time, on such Interest Determination
Date. If no rate appears on the Designated LIBOR Page, LIBOR in respect of such
Interest Determination Date will be determined as if the parties had specified
the rate described in clause (ii) below.

            (ii) With respect to an Interest Determination Date relating to a
LIBOR Note to which the last sentence of clause (i) above applies, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) commencing on the second London Business Day immediately
following such Interest Determination Date to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such 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 Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR determined on such Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00 A.M. (or
such other time specified in the pricing supplement attached hereto or delivered
herewith), in the applicable Principal Financial Center (as defined below), on
such Interest Determination Date for loans made in the Index Currency to leading
European banks having the Index Maturity designated on the face hereof (or in
the pricing supplement attached hereto or delivered herewith) commencing on the
second London Business Day immediately following such 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 by three major banks in such
Principal Financial Center selected by the Calculation Agent; PROVIDED, HOWEVER,
that if the banks so selected by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR with respect to such Interest Determination
Date will be LIBOR in effect on such Interest Determination Date.

      "Index Currency" means the currency (including currency units and
composite currencies) specified as Index Currency on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) as the currency with
respect to which LIBOR shall be calculated. If no such currency is specified as
Index Currency on the face hereof (or in the pricing supplement attached hereto
or delivered herewith), the Index Currency shall be U.S. dollars.

      "Designated LIBOR Page" means the display on Page 3750 (or such other page
as is specified in the pricing supplement attached hereto or delivered herewith)
of the Dow Jones Telerate Service for the purpose of displaying the London
interbank offered rates of major banks for the applicable Index Currency (or
such other page as may replace that page on that service for the purpose of
displaying such rates).

      Unless provided otherwise in the pricing supplement attached hereto or
delivered herewith, "Principal Financial Center" will be the principal financial
center of the country of the specified Index Currency, except that with respect
to U.S. dollars and euro, the Principal Financial Center shall be The City of
New York and Brussels, respectively.

                                       12
<PAGE>

      DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on the
face hereof (or in the pricing supplement attached hereto or delivered herewith)
is the Prime Rate, the Prime Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate set forth in H.15(519)
for such date opposite the caption "Bank Prime Loan". If such rate is not yet
published by 9:00 A.M., New York City time, on the Calculation Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the display
designated as page "USPRIME 1" on the Reuters Monitor Money Rate Service (or
such other page as may replace the USPRIME 1 page on such service for the
purpose of displaying the prime rate or base lending rate of major New York City
banks) (the "Reuters Screen USPRIME 1 Page") as such bank's prime rate or base
lending rate as in effect for such Interest Determination Date as quoted on the
Reuters Screen USPRIME 1 Page on such Interest Determination Date, or, if fewer
than four such rates appear on the Reuters Screen USPRIME 1 Page for such
Interest Determination Date, the rate shall be the arithmetic mean of the prime
rate quoted on the basis of the actual number of days in the year divided by 360
as of the close of business on such Interest Determination Date by at least two
of the three major money center banks in The City of New York selected by the
Calculation Agent from which quotations are requested. If fewer than two
quotations are provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean on the basis of the prime
rates in The City of New York by the appropriate number of substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, in each case, having total equity capital of at
least U.S. $500 million and being subject to supervision or examination by
Federal or State authority, selected by the Calculation Agent to quote such rate
or rates.

      DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on
the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is the Treasury Rate, the Treasury Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate
applicable to the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith), as published in
H.15(519) under the heading "Treasury Bills-auction average (investment)", or if
not so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate on such
Interest Determination Date (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) 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 in a particular week, then the Treasury Rate shall be the rate as published
in H.15(519) under the heading "Treasury Bills -- secondary market", or any
successor publication or heading. In the event such rate is not published by
3:00 P.M., New York City time, on such Calculation Date, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) calculated using the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent for the
issue of Treasury Bills with a remaining maturity

                                       13
<PAGE>

closest to the Index Maturity specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith); PROVIDED, HOWEVER, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting bid
rates as mentioned in this sentence, the Treasury Rate for such Interest Reset
Date will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable hereon shall be the Initial Interest Rate).

      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, specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith). The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.

      At the request of the Holder hereof, the Calculation Agent will provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.

      Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any Redemption
Date or Repayment Date), as the case may be. Accrued interest hereon shall be an
amount calculated by multiplying the face amount hereof by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest
factor calculated for each day in the period for which interest is being paid.
The interest factor for each such date shall be computed by dividing the
interest rate applicable to such day by 360 if the Interest Rate Basis is CD
Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or LIBOR, as
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith), or by the actual number of days in the year if the Interest
Rate Basis is the Treasury Rate, as specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith). All percentages
resulting from any calculation of the rate of interest on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (.0000001), with five one-millionths of a percentage point rounded upward,
and all dollar amounts used in or resulting from such calculation on this Note
will be rounded to the nearest cent (with one-half cent rounded upward). The
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date. The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).

      If this Note is specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) as an Original Issue Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity will be equal to the sum of (i) the Issue Price
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith) (increased by any accruals of the Discount, as defined
below) and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (ii) any unpaid interest on
this Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of acceleration of maturity, as the case may be. The difference
between

                                       14
<PAGE>

the Issue Price and 100% of the principal amount of this Note is referred to
herein as the "Discount".

      For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant (computed using the "Constant Yield" method in accordance with the
rules under the Internal Revenue Code of 1986, as amended). The constant yield
will be calculated using a 30- day month, 360-day year convention, a compounding
period that, except for the Initial Period (as defined below), corresponds to
the shortest period between Interest Payment Dates (with ratable accruals within
a compounding period) and an assumption that the maturity of this Note will not
be accelerated. If the period from the Original Issue Date to the initial
Interest Payment Date (the "Initial Period") is shorter than the compounding
period for this Note, a proportionate amount of the yield for an entire
compounding period will be accrued. If the Initial Period is longer than the
compounding period, then such period will be divided into a regular compounding
period and a short period, with the short period being treated as provided in
the preceding sentence.

      If this Note is specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) as an Indexed Note, the Principal hereof
payable at Maturity Date or interest to be paid on this Note, or both, will be
determined by reference to the price or prices of specified commodities or
stocks, the exchange rate of a specified currency relative to one or more
currencies, currency units or composite currencies, or such other price or
exchange rate specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith). Information as to the method for
determining the Principal hereof payable at Maturity Date, the manner of
determining the interest rate, certain historical information with respect to
the specified indexed item and tax considerations associated with an investment
in the Indexed Notes will be set forth in the applicable pricing supplement.

      If this Note is specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) as a Dual Currency Note, the Company may
have a one time option, exercisable on the Option Election Date specified on the
face hereof (or in the pricing supplement attached hereto or delivered
herewith), in whole, but not in part, with respect to all Dual Currency Notes
issued on the same day and having the same terms, of making all payments of
Principal, premium, if any, and interest after the exercise of such option,
whether at maturity or otherwise (which payment would otherwise be made in the
Specified Currency of such Notes, in an optional currency (the "Optional Payment
Currency") specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith). The terms of the Dual Currency Notes, together
with information as to the relative value of the Specified Currency compared to
the Optional Payment Currency and as to tax considerations associated with an
investment in the Dual Currency Notes will be set forth in the applicable
pricing supplement.

      If this Note is specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) as an Amortizing Note, the Company will
make payments combining Principal and interest in installments over the life of
such Note. Payments with respect to Amortizing Notes will be applied first to
the interest due and payable on the Notes and then to the reduction of the
unpaid Principal of the Notes.

                                       15
<PAGE>

      If this Note is specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) as a Renewable Note, this Note will
mature on an Interest Payment Date set forth on the face hereof (or in the
applicable pricing supplement attached hereto or delivered herewith), unless the
maturity of all or a portion of the Principal amount of this Note is extended in
accordance with the procedures set forth in the applicable pricing supplement.

      If so specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith), the Maturity Date of this Note may be extended at
the option of the Company for one or more periods up to but not beyond the date
(the "Final Maturity Date") set forth on the face hereof (or in the pricing
supplement attached hereto or delivered herewith).

      This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.

      This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, is issuable only in denominations of U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof. If this Note is denominated
in a Specified Currency other than U.S. dollars, then, unless a higher minimum
denomination is required by applicable law, it is issuable only in the minimum
Authorized Denomination specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) or any amount in excess
thereof which is an integral multiple thereof.

      In case an Event of Default (as defined in the Indenture) with respect to
the Notes shall have occurred and be continuing, the Principal hereof and the
interest accrued hereon, if any, may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

      The Indenture contains provisions which provide that, without prior notice
to any Holders of Notes, the Company and the Trustee may amend the Indenture and
the Notes of any series with the written consent of the Holders of a majority in
principal amount of the outstanding Notes of all series affected by such
amendment (all such series voting as one class), and the Holders of a majority
in principal amount of the outstanding Notes of all series affected thereby (all
such series voting as one class) by written notice to the Trustee may waive
future compliance by the Company with any provision of the Indenture or the
Notes of such series; provided that, without the consent of each Holder of the
Notes of each series affected thereby, an amendment or waiver, including a
waiver of past defaults, may not: (i) extend the stated maturity of the
Principal of, or any sinking fund obligation or any installment of interest on,
such Holder's Note, or reduce the principal amount thereof or the rate of
interest thereon (including any amount in respect of original issue discount),
or any premium payable with respect thereto, or adversely affect the rights of
such Holder under any mandatory redemption or repurchase provision or any right
of redemption or repurchase at the option of such Holder, or reduce the amount
of the Principal of an Original Issue Discount Note that would be due and
payable upon an acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, or change any place of payment where, or the currency in
which, any Note of such series or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the due date therefor; (ii) reduce the percentage in
principal amount of outstanding

                                       16
<PAGE>

Notes of the relevant series the consent of whose Holders is required for any
such supplemental indenture, for any waiver of compliance with certain
provisions of the Indenture or certain Defaults and their consequences provided
for in the Indenture; (iii) waive a Default in the payment of Principal of or
interest on any Note of such Holder; or (iv) modify any of the provisions of the
Indenture governing supplemental indentures with the consent of noteholders
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby.

      It is also provided in the Indenture that, subject to certain conditions,
the Holders of at least a majority in principal amount of the outstanding Notes
of all series affected (voting as a single class), by notice to the Trustee, may
waive an existing Default or Event of Default with respect to the Notes of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Note or in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of each
outstanding Note affected. Upon any such waiver, such Default shall cease to
exist, and any Event of Default with respect to the Notes of such series arising
therefrom shall be deemed to have been cured, for every purpose of the
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

      Except as set forth below, if the Principal of, or premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the Holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date. Any payment made
under such circumstances in U.S. dollars where the required payment is in a
Specified Currency other than U.S. dollars will not constitute an Event of
Default.

      All determinations referred to above made by the Company or its agents
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on Holders of Notes.

      So long as this Note shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the Principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Company may designate other agencies for the payment of said Principal,
premium, if any, and interest at such place or places (subject to applicable
laws and regulations) as the Company may decide. So long as there shall be any
such agency, the Company shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

      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

                                       17
<PAGE>

interest on this Note at the time, place, and rate, and in the coin or currency,
herein and in the Indenture prescribed unless otherwise agreed between the
Company and the registered Holder of this Note.

      Upon due presentment for registration of transfer of this Note, a new Note
or Notes of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.

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

      No recourse shall be had for the payment of the Principal of, or premium,
if any, or the interest on, this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, 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.

      This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York (without regard to the
conflicts of law principles thereof).

      As used herein:

            (i) the term "Business Day" means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in The
City of New York and any other place of payment with respect to the applicable
Notes and (i) with respect to Notes bearing interest calculated by reference to
LIBOR, "Business Day" shall also include a London Business Day, (ii) with
respect to Notes denominated in a Specified Currency other than U.S. dollars or
euro, "Business Day" shall not include a day on which banking institutions are
generally authorized or obligated by law, regulation or executive order to close
in the principal financial center of the country of the Specified Currency, or
(iii) with respect to Notes denominated in euro, "Business Day" shall also
include any day which the TransEuropean Real-Time Gross Settlement Express
Transfer (TARGET) System is in place;

            (ii) the term "London Business Day" means any day on which dealings
in deposits in the Specified Currency are transacted in the London interbank
market;

            (iii) the term "Market Exchange Rate" shall mean the noon U.S.
dollar buying rate in The City of New York for cable transfers as published by
the Federal Reserve Bank of New York;

                                       18
<PAGE>

            (iv) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and

            (v) all other terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.


                                       19
<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)_______(Minor)

      Under Uniform Gifts to Minors Act_____________________(State)

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


                                       20
<PAGE>

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

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

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

--------------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


--------------------------------------------------------------------------------
the within [Note] [Debenture] and all rights thereunder, hereby irrevocably
constituting and appointing
__________________________________________________________________attorney to
transfer such [Note] [Debenture] on the books of the Issuer, with full power of
substitution in the premises.

                                  Signature:

Dated:
      ------------------          ---------------------------------------------
                                  NOTICE: The signature to this assignment must
                                  correspond with the name as written upon the
                                  face of the within [Note] [Debenture] in every
                                  particular without alteration or enlargement
                                  or any change whatsoever.





                                       21
<PAGE>

                            OPTION TO ELECT REPAYMENT

      The undersigned hereby irrevocably request(s) the Company to repay
$_________ principal amount of the within Note, pursuant to its terms, on the
Optional Repayment Date first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued to the date or
repayment, to the undersigned, at


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

      ------------------------------------------------------------------
       (Please print or typewrite name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

For this Option to Elect Repayment to be effective, this Note with the Option to
Elect Repayment duly completed must be received by the Company within the
relevant time period set forth above at its office or agency in the Borough of
Manhattan, the City and State of New York, located initially at the office of
the Trustee, 450 West 33rd Street, Corporate Trust Trustee Administration, New
York, New York 10001.

                                     Signature

Dated:
       -----------------------       -------------------------------------------
                                     NOTICE: The signature on this Option to
                                     Elect Repayment must correspond with the
                                     name as written upon the face of the
                                     within instrument in every particular
                                     without alteration or enlargement.

                                       22