EXHIBIT 4(b)(8)


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 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                                                    $________________

No. FX-_                                                      CUSIP # _________

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

                            MEDIUM-TERM NOTE DUE 2010
                LINKED TO THE COMMON STOCK OF ___________________


Interest Rate:            ____% per annum

Interest Payment Date(s): ____________ and ___________

Original Issue Date:      ____________    Callable On and After:    ____________

Maturity Date:            ____________    Convertible On and After: ____________

Minimum Denominations:    $1,000, increased in multiples of $1,000



            THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on the Maturity Date shown above an amount equal to the
greater of (i) the principal amount stated above, plus accrued and unpaid
interest thereon at the rate per annum equal to the Interest Rate shown above,
if any, or (ii) the Variable Equity Amount (as defined below). The Company
<PAGE>

will pay interest (computed on the basis of a 360-day year of twelve 30-day
months) semi-annually in arrears on each ______ and ___________, beginning with
_________________, and ending on the Maturity Date shown above (the "Interest
Payment Date"), and on the Call Date, if any, on the principal amount at the
Interest Rate per annum specified above. 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, from the Original Issue Date
shown above until the principal hereof has been paid or made available for
payment, provided, however, if the Conversion Date is not an Interest Payment
Date, the Holder will not receive any payment for any accrued interest on the
Note (or any portions thereof) converted, as of the Conversion Date from the
last Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on the Interest Payment Date referred to above, will, as provided
in the Indenture referred to below, be paid to the Person in whose name this
Note (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 date,
whether or not a Business Day, 15 calendar days immediately preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date shown above or, if applicable, upon the Conversion Date or the Call Date,
will be payable to the Person to whom the principal hereof shall be payable; and
provided, further, however, that if such Interest Payment Date, Conversion Date
or Call Date would fall on a day that is not a Business Day, the related payment
of principal, interest, if any, or Variable Equity Amount shall be made on the
following day that is a Business Day and unless otherwise specified on the face
hereof, no interest shall accrue for the period from and after that Interest
Payment Date, Maturity Date, Conversion Date or Call Date, as the case may be,
to the next Business Day. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Person in whose name this Note (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 given to the Holder of this Note not less than ten days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

            Payment of the principal of and the interest on this Note or the
Variable Equity Amount, if any, shall be made at the office or agency of the
Trustee maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debt; provided,
however, that payment of interest on any Interest Payment Date (other than the
Maturity Date or Conversion Date or Call Date, if any) may be made at the option
of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register, or by wire transfer of
immediately available funds, if the registered holder of at least $10,000,000 in
principal amount of Notes entitled to such interest has so requested by a notice
in writing delivered to the Trustee not less than 16 days prior to the Interest
Payment Date on which such payment is due, which notice shall provide
appropriate instructions for such transfer.

                                      -2-
<PAGE>


            The principal hereof and interest hereon or the Variable Equity
Amount, if any, due at maturity will be paid upon maturity in immediately
available funds against presentation of this Note at the office or agency of the
Trustee maintained for that purpose in the Borough of Manhattan, The City of New
York.

            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 ON THE FACE HEREOF.

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

            This Note is one of the series of Medium-Term Notes, Series B, of
the Company.

            Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), the Trustee under the
Indenture, or its successor thereunder by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



                                      -3-
<PAGE>


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

Dated:


                                       THE BEAR STEARNS COMPANIES INC.


                                       By:____________________________________
                                           Executive Vice President and
                                           Chief Financial Officer



ATTEST:

_________________________
Secretary

[Corporate Seal]


                          CERTIFICATE OF AUTHENTICATION

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


                                       JPMORGAN CHASE BANK, as Trustee


                                       By:____________________________________
                                           Authorized Signature


                                      -4-
<PAGE>


                                [Reverse of Note]

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

                            MEDIUM-TERM NOTE DUE 2010
                LINKED TO THE COMMON STOCK OF ___________________


            This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture dated as of May 31, 1991, as amended (herein
called the "Indenture") between the Company and JPMorgan Chase Bank (formerly,
The Chase Manhattan Bank), as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Securities, and the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the
Indenture, Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
repayment provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Note is one of the series of the Securities designated as Medium-Term Notes,
Series B (the "Notes"). The Notes of this series may be issued at various times
with different maturity dates, redemption dates and different principal
repayment provisions, may bear interest at different rates and may otherwise
vary, all as provided in the Indenture.


CERTAIN DEFINITIONS

Business Day:................ Means a day (other than Saturday or Sunday) which
                              is an Exchange Business Day and a day on which
                              commercial banks settle payments in New York.

Conversion Date:............. The date specified in the Holder's irrevocable
                              written notice, delivered to the Company, no later
                              than 5:00 p.m. (New York time), 20 Business Days
                              prior to the date on which the Holder wishes to
                              convert the Note (or certain portions thereof) for
                              cash.

Exchange:.................... the ______________________ ("______") or, such
                              other principal market for the Underlying Security
                              (as defined below) as may be determined by the
                              Company in its sole discretion. In the event that
                              the Company determines, in its sole discretion,
                              that a market other than ______ is the

                                      -5-
<PAGE>


                              principal market for the Underlying Security, the
                              Company will notify the Holders of such
                              determination and the designation of that market
                              as the Exchange for purposes of determinations and
                              calculations with respect to the Notes.

Exchange Business Day:....... Means a day which is (or, but for the occurrence
                              of a Market Disruption Event, would have been) a
                              trading day on the Exchange, other than a day on
                              which trading is scheduled to close prior to its
                              regular weekday closing time.

Holder:...................... With respect to the Notes, means DTC or its
                              nominee for as long as such Note is held in global
                              form; with respect to certificated notes, means
                              the Holders of record as reflected on the transfer
                              books of the Company.

Related Exchange:............ Each exchange or quotation system where trading
                              has a material effect (as determined by the
                              Company) on the overall market for futures or
                              options contracts relating to the Underlying
                              Security.

FINAL EQUITY VALUE

            The "Variable Equity Amount" shall be calculated as follows:

            (the principal amount of the Note / _______) x the Final Equity
Value.

            The "Final Equity Value" is the value of a share of the common stock
of ___________________ (the "Underlying Security") on the Calculation Date,
calculated as the average closing price per share of the common stock of _____
_____________, as reported on ______, for the __ Business Days prior to and
including the Calculation Date.

            "Calculation Date" shall be determined as follows:

            (i) if the Notes are held to the Maturity Date, the Calculation Date
shall be ______________;

            (ii) if the Notes are converted into cash at the election of the
Holder thereof (as described below), the Calculation Date shall be the
Conversion Date specified in the Holder's irrevocable written notice of
conversion.

CONVERSION RIGHT

            The Holder of a Note may convert the Note (or portions thereof in
$1,000 denominations and in $1,000 increments in excess thereof), at the
Holder's option, for cash equal to the Variable Equity Amount, by delivering
irrevocable written notice to the Trustee no later than 5:00 p.m. (New York
time) on the twentieth Business Day prior to the desired Conversion Date,
specifying the Conversion Date. If the Conversion Date is not an Interest

                                      -6-
<PAGE>

Payment Date, the Holder will not receive any payment for any accrued interest
on the Note (or any portions thereof) converted, as of the Conversion Date from
the last Interest Payment Date. If the Holder of the Note appropriately
exercises its conversion right as described above, then the Company will deliver
an amount equal to the Variable Equity Amount, with respect to such Note (or
portion thereof). Upon any conversion of the Note (or any portion thereof) as
described herein, the Note (or such portion thereof) converted will be
terminated. The Holder may still exercise its conversion right, notwithstanding
the fact the Company has designated a Call Date, provided the Holder delivers
irrevocable written notice prior to the Call Date.

            For this Note to be converted in whole or in part at the option of
the Holder hereof, the Trustee must receive not less than 20 nor more than 60
days prior to the Conversion Date (i) this Note with the form entitled "Option
to Elect Conversion," which appears below, duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States of America setting forth the name of
the Holder of this Note, the principal amount of this Note, the certificate
number of this Note or a description of this Note's tenor or terms, the
principal amount of this Note to be converted into cash, a statement that the
option to elect conversion is being exercised thereby and a guarantee that this
Note with the form entitled "Option to Elect Conversion," which appears below,
duly completed, will be received by the Trustee no later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
this Note and such form duly completed are received by the Trustee by such fifth
Business Day. Exercise of the conversion option shall be irrevocable.

COMPANY CALL OPTION

            On and after the Call Date, if any, from which this Note may be
redeemed, unless otherwise specified on the face hereof, this Note may be
redeemed in whole or in part in increments of $1,000 (provided, unless a
different minimum denomination is set forth on the face hereof, that any
remaining principal amount of this Note shall be at least $25,000) at the option
of the Company, at a call price equal to 100% of the principal amount to be
redeemed, together with accrued and unpaid interest thereon, if any, payable to
the Call Date. Any written notice designating a Call Date will be irrevocable.

            "Call Date" means any Business Day on or after ____________,
designated by the Company to the Trustee and the Holders upon at least 5
Business Days prior written notice. The Holder may still exercise its conversion
right, notwithstanding the fact the Company has designated a Call Date, provided
the Holder delivers irrevocable written notice prior to the Call Date.

MARKET DISRUPTION EVENTS

            "Market Disruption Event" means the occurrence or existence on any
Exchange Business Day during the one-half hour period before the close of the
Related Exchange of any suspension of or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the Related Exchange
or otherwise) in the Underlying Security if, in any such case, such suspension
or limitation is, in the determination of the Calculation Agent, material. If

                                      -7-
<PAGE>

on the Calculation Date there occurs a Market Disruption Event, then the
Calculation Date will be the next succeeding Business Day on which there occurs
no Market Disruption Event. If during the __ Business Days prior to the
Calculation Date there occurs a Market Disruption Event, the Calculation Date
shall be the next succeeding Business Day on which there has been __ preceding
Business Days, excluding any days on which there occurred a Market Disruption
Event. If on the Call Date there occurs a Market Disruption Event, then the Call
Date will be the next succeeding Business Day on which there occurs no Market
Disruption Event.

ANTI-DILUTION ADJUSTMENTS

            The value of the Underlying Security on any of the ______ Business
Days used to calculate the Final Equity Value is subject to adjustment as
described below to the extent that any of the events requiring such adjustment
occur during the period commencing on the Original Issue Date and ending on the
Maturity Date:

   COMMON STOCK DIVIDENDS, EXTRAORDINARY CASH DIVIDENDS AND OTHER DISTRIBUTIONS.
If a dividend or other distribution is declared (A) on any class of ___________
_________ capital stock (or on the capital stock of any ___________________
Survivor, as defined below) payable in shares of the Underlying Security (or the
common stock of any ___________________ Survivor) or (B) on the Underlying
Security payable in cash in an amount greater than 10% of the closing price of
the Underlying Security on the date fixed for the determination of the
shareholders of ___________________ entitled to receive such cash dividend (an
"Extraordinary Cash Dividend"), any price of the Underlying Security (or the
common stock of any ___________________ Survivor) used to calculate the Final
Equity Value at maturity of the Notes on any Calculation Date that follows the
date (the "Record Date") fixed for determination of the shareholders of _____
_____________ (or any ___________________ Survivor) entitled to receive the
dividend or distribution shall be increased by multiplying the Final Equity
Value by a fraction of which the numerator shall be the number of shares of the
Underlying Security (or the common stock of any ___________________ Survivor)
outstanding on the Record Date plus the number of shares constituting the
dividend or distribution or, in the case of an Extraordinary Cash Dividend, plus
the number of shares of the Underlying Security that could be purchased with the
amount of the Extraordinary Cash Dividend at a price equal to the Final Equity
Value of the Underlying Security on the Calculation Date immediately subsequent
to the Record Date, and the denominator shall be the number of shares of the
Underlying Security (or the common stock of any ___________________ Survivor)
outstanding on the Record Date.

   SUBDIVISIONS AND COMBINATIONS OF ___________________ COMMON STOCK. If the
outstanding shares of the Underlying Security (or the common stock of any _____
_____________ Survivor) are subdivided into a greater number of shares, the
Final Equity Value of the Underlying Security (or the common stock of any _____
_____________ Survivor) used to calculate the payment amount of the Notes
payable at maturity on any Calculation Date that follows the date on which that
subdivision becomes effective will be proportionately increased, and conversely,
if the outstanding shares of the Underlying Security (or the common stock of any
___________________ Survivor) are combined into a smaller number of shares, such
closing price will be proportionately reduced.

   RECLASSIFICATIONS OF ___________________ COMMON STOCK. If the Underlying
Security (or the common stock of any ___________________ Survivor) is changed
into the same or a different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification or otherwise (except to the

                                      -8-
<PAGE>

extent otherwise provided in the section entitled "Common Stock Dividends,
Extraordinary Cash Dividends and Other Distributions" above and in the section
entitled "Subdivisions and Combinations of ___________________ Common Stock"
above or pursuant to a consolidation, merger, sale, transfer, lease, conveyance,
liquidation, dissolution or winding up, (as described in the section entitled
"Dissolution of ___________________; Mergers, Consolidations or Sales of Assets
in which ___________________ is not the Surviving Entity; Spin-Offs" below), the
Final Equity Value shall be calculated by using the closing prices of the shares
of stock into which a share of the Underlying Security (or the common stock of
any ___________________ Survivor) was changed on any Calculation Date that
follows the effectiveness of such change.

   DISSOLUTION OF ___________________; MERGERS, CONSOLIDATIONS OR SALES OF
ASSETS IN WHICH ___________________ IS NOT THE SURVIVING ENTITY; SPIN-OFFS. In
the event of any (A) consolidation or merger of ___________________, or any
surviving entity or subsequent surviving entity of ___________________ (a "_____
_____________ Survivor") with or into another entity (other than a consolidation
or merger in which ___________________ is the surviving entity), (B) sale,
transfer, lease or conveyance of all or substantially all of the assets of _____
_____________ or any ___________________ Survivor, (C) liquidation, dissolution
or winding up of ___________________ or any ___________________ Survivor or (D)
any declaration of a distribution on the Underlying Security of the common stock
of any subsidiary of ___________________ (a "___________________ Spin-Off") (any
of the events described in (A), (B), (C) and (D), a "Reorganization Event'), for
purposes of determining the Final Equity Value, the Final Equity Value of the
Underlying Security on any Calculation Date subsequent to the effective time of
any Reorganization Event will be deemed to be the value of the cash and other
property (including securities) received by a holder of a share of the
Underlying Security in any such Reorganization Event plus, in the case of a
___________________ Spin-Off, the value of a share of the Underlying Security,
or to the extent that such holder obtains securities in any Reorganization
Event, the value of the cash and other property received by the holder of such
securities in any subsequent Reorganization Event. For purposes of determining
any such Final Equity Value, the value of (A) any cash and other property (other
than securities) received in any such Reorganization Event will be an amount
equal to the value of such cash and other property at the effective time of such
Reorganization Event and (B) any property consisting of securities received in
any such Reorganization Event will be an amount equal to the closing prices of
such securities.

   DELISTING EVENT

            A "Delisting Event" shall occur, with respect to the Underlying
Security, if the Exchange announces that pursuant to the rules of such Exchange,
the Underlying Security cease (or will cease) to be listed, traded or publicly
quoted on the Exchange for any reason (other than a Reorganization Event) and
are not immediately re-listed, re-traded or re-quoted on a national exchange, or
quotation system located in the same country as the Exchange. In the case of a
Delisting Event relating to the Underlying Security, the Notes shall be redeemed
by the Company within 5 Business Days at the fair market value of the Notes. The
fair market value of the Medium-Term Notes shall be as determined by the
Calculation Agent in its sole discretion.

                                      -9-
<PAGE>

EVENT OF DEFAULT

            If an Event of Default with respect to the Notes has occurred and is
continuing, then the amount payable to the Holder thereof, upon any acceleration
permitted by the Notes will be equal to the Variable Equity Amount calculated as
though the date of early repayment were the maturity date of the Notes, plus
accrued and unpaid interest, if any.

DEFEASANCE

            The Notes shall not be subject to defeasance pursuant to Article 15
of the Indenture.

CALCULATION AGENT

            The Calculation Agent for the Note will be Bear Stearns & Co. Inc.
All determinations made by the Calculation Agent will be at the sole discretion
of the Calculation Agent and will, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder and the Company.

GENERAL

            If any Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the Notes due and payable in the manner and
with the effect provided in the Indenture.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each 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 Note shall be conclusive and binding
upon such Holder and upon future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

            Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of this Note, interest thereon or the
Variable Equity Amount, if any, with respect to this Note at the time, place,
and rate, and in the coin or currency, herein prescribed.

                                      -10-
<PAGE>

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, and this Note duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

            The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.

            No service charge will be made for any such registration of 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 the due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice of the contrary.

            The Variable Equity Amount, if any, payable with respect to this
Note shall in no event be higher than the maximum rate, if any, permitted by
applicable law.

            All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.


                                      -11-
<PAGE>


                      ____________________________________


                                  ABBREVIATIONS

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

TEN COM           -           as tenants in common

TEN ENT           -           as tenants by the entireties

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

UNIF GIFT MIN ACT -           ___________________ Custodian ___________________
                                     (Cust)                       (Minor)
                                      Under Uniform Gifts to Minors Act

                              _________________________________________________
                                                   (State)

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

                      ____________________________________


                           OPTION TO ELECT CONVERSION

            The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion thereof specified below) pursuant to its
terms on ____________, 20___ (the "Conversion Date") at a price equal to the
Variable Equity Amount, to the undersigned at

_______________________________________________________________________________

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

            For this Note to be repaid the Trustee must receive at 4 New York
Plaza, New York, New York 10004, Attention: Debt Operations -- 15th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 20 days prior to
the Conversion Date, this Note with this "Option to Elect Repayment" form duly
completed.

                                      -12-
<PAGE>


            If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $_________________; and specify the
denomination or denominations (which, unless a different minimum denomination is
set forth on the face hereof, shall be $1,000 or an integral multiple of $1,000)
of the Notes to be issued to the Holder for the portion of this Note that will
be issued for the portion not being repaid):

Date:_________________                  _______________________________________
                                        Note: The signature to this Option to
                                        Elect Conversion must correspond with
                                        the same as written upon the face of
                                        this Note in every particular without
                                        alteration or enlargement.

                      ____________________________________



                                   ASSIGNMENT
                                   ----------

                       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 TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________

________________________________________________________________________________

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

Dated:_______________________               ____________________________________


____________________________________
       (Signature Guarantee)

                                      -13-