<PAGE>   1

                                                                    Exhibit 4.4d

<TABLE>
<S>                                       <C>                                       <C>                    <C>            <C>
NOTE NUMBER                           AGENT'S NAME
                                                                                                           PAINE WEBBER GROUP INC.
- ---------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT                      SETTLEMENT DATE                             TRADE DATE
U.S.$                            (ORIGINAL ISSUE DATE)
- -------------------------------------------------------------------------------------------------------------------------------
MATURITY DATE             TRUSTEE CUST. NO. INTEREST RATE BASIS                   TAXPAYER ID OR                    TRANSFERRED
                                                                                  SOC. SEC. NO.
                                                                                  OF PURCHASER
- -------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED OWNER                                                                MEDIUM TERM
                                                                                                       NOTE
                                                                                                      PROGRAM
                                                                                           CHASE MANHATTAN BANK DELAWARE
                                                                                                      TRUSTEE
                                                                                             THE CHASE MANHATTAN BANK
                                                                                               AUTHENTICATING AGENT
- -------------------------------------------------------------------------------------------------------------------------------
CUSTOMER'S      RETAIN FOR         THE TIME OF THE TRANSACTION         PLEASE SIGN AND RETURN            SEE REVERSE SIDE
COPY            TAX PURPOSES       WILL BE FURNISHED UPON              ENCLOSED RECEIPT
                                   REQUEST OF THE CUSTOMER
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   2

REGISTERED                                                            REGISTERED

                             PAINE WEBBER GROUP INC.
                    MEDIUM-TERM SUBORDINATED NOTE, SERIES D
              Due from Nine Months to 30 Years from Date of Issue

                                 (Floating Rate)

No.                                                                        U.S.$

CUSIP NO.

     IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.




<TABLE>
<CAPTION>
<S>                            <C>                                  <C>
ORIGINAL ISSUE DATE:           INITIAL INTEREST RATE:               MATURITY DATE:

ISSUE PRICE:                   ORIGINAL ISSUE DISCOUNT SECURITY:    BUSINESS DAY CENTERS:
                               [        ]  YES
                               [        ]  NO

REGULAR RECORD DATES:          OPTIONAL REDEMPTION:                 PAYMENT OF ADDITIONAL AMOUNTS:
                               [        ]  YES                      [        ] YES     [      ] NO
                               [        ]  NO

INTEREST PAYMENT DATES:        REDEMPTION DATES:                    OPTION TO ELECT REPAYMENT:
                                                                    [        ] YES     [      ] NO

TOTAL AMOUNT OF OID:           REDEMPTION PRICES:                   REPAYMENT DATES:

YIELD TO MATURITY:             GLOBAL SECURITY:                     REPAYMENT PRICES:
                               [        ]  YES
                               [        ]  NO

INITIAL ACCRUAL PERIOD OID:    DEPOSITARY:                          CALCULATION AGENT:

INTEREST RATE BASIS:           MAXIMUM RATE:                        MINIMUM RATE:

SPREAD:                        SPREAD MULTIPLIER:                   INDEX MATURITY:

INTEREST RESET DATES:          INTEREST DETERMINATION               LIBOR BASIS:
                               DATES (IF OTHER THAN AS              [       ]  Telerate Screen Page 3750
                               SPECIFIED ON THE                     [       ]  Reuters Screen LIBO Page
                               REVERSE HEREOF):

OTHER TERMS:

</TABLE>

     PAINE WEBBER GROUP INC., a Delaware corporation (herein called the
"Company", which term includes any successor corporation under the Indenture
referred to on the


<PAGE>   3

                                                                               2

reverse hereof), for value received, hereby promises to pay to
                                                                               ,
                   or registered assigns, the principal sum of
U.S. DOLLARS, on the Maturity Date specified above, and to pay interest thereon
from and including the Original Issue Date shown above or0 from and including
the last date in respect of which interest has been paid or provided for, as the
case may be. Interest will be paid on the Interest Payment Dates shown above,
commencing with the first such Interest Payment Date following the Original
Issue Date shown above, at a rate determined in accordance with the provisions
on the reverse hereof until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date specified above
(whether or not a Business Day) next preceding such Interest Payment Date,
except that in the case of a Security with an Original Issue Date that is after
a Regular Record Date and before the next following interest Payment Date,
interest payable on such Interest Payment Date will be paid to the Person in
whose name such Security was initially registered on the Original Issue Date;
provided, however, that interest payable at Maturity shall be payable to the
Person to whom principal shall be payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof to be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. If this Security is not a Global Security, payments of interest on
this Security (other than interest payable at Maturity) will be made by mailing
a check to the person entitled thereto at its address appearing in the Security
Register for the Securities on the applicable Regular Record Date.
Notwithstanding the foregoing, at the option of the Company such payments may be
made by wire transfer of immediately available funds to an account with a bank
located in the

<PAGE>   4


                                                                               3

continental United States (or other jurisdiction acceptable to the Company and
The Chase Manhattan Bank, as Paying Agent), but only if appropriate payment
instructions have been received in writing by the Paying Agent not less than 5
Business Days prior to the applicable Interest Payment Date. Payments of
principal of, premium, if any, and interest will be made in immediately
available funds, if at maturity or upon earlier redemption, then on the Maturity
Date or the date fixed for redemption, as applicable, upon surrender of this
Security at the principal corporate trust office of the Paying Agent in the
Borough of Manhattan, The City of New York, or such other office or agency of
the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York (the "Notes Office"), provided that this
Security is presented to such office in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures, and if upon
early repayment, then on the applicable Repayment Date, provided that the Holder
shall have complied with the requirements for repayment set forth on the reverse
hereof. If this Security is a Global Security, the Depositary will be paid as
agreed by the Company, the Trustee, the Paying Agent and the Depositary and
beneficial owners hereof will be paid in accordance with the Depositary's and
its participants' procedures in effect from time to time. "Maturity" shall mean
the date on which the principal of this Security or an installment of principal
becomes due, whether on the Maturity Date specified above, upon redemption or
early repayment or otherwise.

     If the registered owner of this Security (as indicated above) is the
Depositary or a nominee of the Depositary, this Security is a Global Security
and the following legend is applicable: UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY 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.

     If the registered owner of this Security is The Depository Trust Company or
a nominee of The Depository Trust Company, then unless this certificate is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the Company or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of The Depository Trust Company and any

<PAGE>   5

                                                                               4

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.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

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

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

Dated:                                       PAINE WEBBER GROUP INC.,

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

[Seal]                                       Attest:

                                                --------------------------------
                                                Secretary

                     TRUSTEE'S 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 DELAWARE                CHASE MANHATTAN BANK
        As Trustee                           DELAWARE

                                       OR      As Trustee

By                                           By The Chase Manhattan Bank
  --------------------                          As Authenticating Agent
  Authorized Officer

                                             By
                                                --------------------------------
                                                Authorized Officer


<PAGE>   6

                             PAINE WEBBER GROUP INC.

                     MEDIUM-TERM SUBORDINATED NOTE, SERIES D

                        Due from Nine Months to 30 Years
                               from Date of Issue
                                 (Floating Rate)

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of March 15, 1988, as amended by a First
Supplemental Indenture dated as of September 22, 1989, by a Second Supplemental
Indenture dated as of March 22, 1991, and by a Third Supplemental Indenture
dated as of November 30, 1993 (such Indenture, as so supplemented, is herein
called the "Indenture"), between the Company and Chase Manhattan Bank Delaware
(formerly known as Chemical Bank Delaware), 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.

     If so specified on the face hereof, the Company will, subject to the
limitations and exceptions set forth below, pay to a Holder of this Security who
is a United States Alien (as defined below) such additional amounts ("Additional
Amounts") as may be necessary in order that every net payment of the principal
of, premium, if any, and interest on this Security, after deduction or
withholding by the Company, the Trustee or any of the Company's paying agents
for or on account of any present or future tax, assessment or other governmental
charge imposed upon such Holder with respect to or as a result of such payment
by the United States or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided herein to be then due and
payable. However, the Company shall not be required to make any such payment of
Additional Amounts for or on account of:

     (a) any tax, assessment or other governmental charge that would not have
been imposed but for (i) the existence of any present or former connection
between


<PAGE>   7

                                                                               2

such Holder (or between a fiduciary, settlor or beneficiary of, or a person
holding a power over, such Holder, if such Holder is an estate or a trust, or
between a member or shareholder of such Holder, if such Holder is a partnership
or corporation) and the United States, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, person holding a power, member
or shareholder) being or having been a citizen or resident or treated as a
resident thereof or being or having been engaged in a trade or business therein
or being or having been present therein or having or having had a permanent
establishment therein, or (ii) such Holder's present or former status as a
domestic or foreign personal holding company, a passive foreign investment
company or a controlled foreign corporation, a private foundation or other
tax-exempt organization for United States Federal income tax purposes or a
corporation that accumulates earnings to avoid United States Federal income tax;

     (b) any tax, assessment or other governmental charge that would not have
been so imposed but for the presentation by the Holder of this Security for
payment on a date more than 15 days after the date on which such payment became
due and payable or the date on which payment thereof was duly provided for,
whichever occurs later;

     (c) any estate, inheritance, gift, sales, transfer, excise or personal
property tax or any similar tax, assessment or other governmental charge;

     (d) any tax, assessment or other governmental charge that would not have
been imposed but for the failure to comply with certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of this Security, if such compliance is required by statute or
by regulation of the United States or any taxing authority thereof as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;

     (e) any tax, assessment or other governmental charge that is (i) payable
otherwise than by deduction or withholding from payments of principal of or
premium, if any, or interest on this Security or (ii) required to be deducted or
withheld by any paying agent from any such payment, if (and only if) such
payment can be made


<PAGE>   8

                                                                               3

without such deduction or withholding by any other paying agent;

     (f) any tax, assessment or other governmental charge imposed on interest
received by a person holding, actually or constructively, 10 percent or more of
the total combined voting power of all classes of stock of the Company entitled
to vote (taking into account the applicable attribution of ownership rules under
Section 871(h)(3) of the Internal Revenue Code of 1966, as amended (the "Code"))
or that is a controlled foreign corporation related to the Company (directly or
indirectly) through stock ownership; or

     (g) any combination of items (a), (b), (c), (d), (e) and (f); nor will
Additional Amounts be paid with respect to payment of the principal of or
premium, if any, or interest on this Security to any United States Alien that is
a fiduciary or partnership or to a person other than the sole beneficial owner
of this Security to the extent that a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner would not
have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the Holder of this Security.

     The Company, at its option, may redeem this Security as a whole, but not in
part, at any time that this Security is registered in the name of a United
States Alien, on giving not less than 30 nor more than 45 days' notice to the
registered Holder hereof by mail in accordance with the provisions of the
Indenture (which notice shall be irrevocable), at a redemption price equal to
the principal amount hereof (or, in the case of an Original Issue Discount
Security, the amount specified on the face hereof), together with accrued
interest to the redemption date, if the Company determines that the Company has
or will become obligated to pay Additional Amounts on this Security on the next
succeeding Interest Payment Date as a result of any change in, or amendment to,
the laws (or any regulations or rulings promulgated thereunder) of the United
States or any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in the application or official interpretation
of such laws, regulations or rulings by a taxing authority, court or regulatory
agency, whether or not rendered or taken with respect to the Company, or any
action taken by any taxing authority, court or regulatory agency (including any
change in administrative policy or enforcement practice of such taxing
authority), whether or


<PAGE>   9

                                                                               4

not taken with respect to the Company, which change or amendment becomes
effective, or action is taken, on or after the Original Issue Date, and such
obligation cannot be avoided by the Company taking reasonable measures available
to it. Prior to giving any notice of redemption pursuant to this paragraph, the
Company shall deliver to the Trustee an Officers' Certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company so to
redeem have occurred, and an opinion of independent legal counsel addressed to
the Company and the Trustee to the effect that the Company has or will become
obligated to pay such Additional Amounts as a result of such change or
amendment. Notice of the intention of the Company to redeem this Security shall
not be given earlier than 90 days prior to the earliest date that the obligation
to pay Additional Amounts would arise were a payment in respect of this Security
due on such date. From and after any redemption date, if monies for the
redemption of this Security pursuant to this paragraph shall have been made
available for redemption on such redemption date, this Security shall cease to
bear interest and the only right of the Holder of this Security shall be to
receive payment of the redemption price of this Security and all unpaid interest
accrued to such redemption date. For purposes of this paragraph, the Trustee may
rely on an Officers' Certificate as to whether the registered Holder hereof is a
United States Alien.

     The term "United States Alien" means any person who, for United States
Federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership, one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

     If so specified on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part on the date or dates
designated as Redemption Dates on the face hereof at the Redemption Price or
Redemption Prices designated on the face hereof, together with accrued interest
to the date of redemption. The Company may exercise such option by mailing or
causing the Trustee to mail a notice of such redemption at least 30 but not more
than 45 days prior to the date of redemption. In the event of redemption of this
Security in part only, a new Security or Securities of like tenor and with the
same terms and conditions for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancelation


<PAGE>   10

                                                                              5

hereof. If less than all of the Securities having the same terms (except as to
principal amount and date of issuance) as this Security are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate and otherwise as provided under the
Indenture.

     If so specified on the face hereof, this Security will be repayable prior
to the Maturity Date at the option of the Holder on the date or dates or under
the circumstances designated as Repayment Dates on the face hereof at the
Repayment Price or Repayment Prices designated on the face hereof together with
accrued interest to the date of repayment. In order for this Security to be
repaid, Chemical Bank, as Paying Agent, must receive at the Notes Office at
least 30 but not more than 45 days prior to the applicable Repayment Date (a)
appropriate wire instructions and (b) either (i) this Security with the form
below entitled "Option to Elect Repayment" duly completed or (ii) a telegram,
telex, facsimile transmission or 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 or any other "eligible
guarantor institution" (as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended) setting forth the name of the
Holder of this Security, the principal amount of this Security, the portion of
the principal amount of this Security to be repaid, the certificate number or a
description of the tenor and terms of this Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be
received by the Paying Agent not later than five Business Days after the date of
such telegram, telex, facsimile, transmission or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Security
with such form duly completed must be received by the Trustee by such fifth
Business Day. Any tender of this Security for repayment shall be irrevocable.
The repayment option may be exercised by the Holder of this Security for less
than the entire principal amount of this Security provided that the principal
amount of the Security remaining outstanding after repayment is an authorized
denomination. Upon such partial repayment this Security shall be canceled and a
new Security or Securities of like tenor and with the same terms and conditions
for the remaining principal amount hereof shall be issued in the name of the
Holder of this Security or as otherwise specified in the form entitled "Option
to Elect Repayment". After exercise of the repayment option, no transfer or
exchange of this Security (or, if this Security


<PAGE>   11

                                                                               6

is to be repaid in part, the portion hereof to be repaid) will be permitted. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of this Security for repayment will be determined by the Company,
whose determination will be final, binding and non-appealable.

     The indebtedness evidenced by this Security is expressly subordinated in
right of payment, to the extent and in the manner set forth in the Indenture, to
the prior payment in full of all Superior Indebtedness (as defined in the
Indenture) and this Security is issued subject to such provisions of the
Indenture, and each Holder of this Security by accepting the same agrees to and
shall be bound by such provisions and authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate such subordination as provided in the Indenture and appoints the,
Trustee his attorney-in-fact for any and all such purposes.

     The interest rate in effect with respect to this Security from and
including the original Issue Date to but excluding the first Interest Reset Date
specified on the face hereof following the original Issue Date will be the
Initial Interest Rate specified on the face hereof. Commencing with the first
Interest Reset Date following the Original Issue Date, the rate at which
interest on this Security is payable shall be adjusted on each Interest Reset
Date. Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates to but excluding the next succeeding Interest
Reset Date or until Maturity. If any Interest Reset Date specified on the face
hereof would otherwise be a day that is not a Business Day (as hereinafter
defined), such Interest Reset Date shall be postponed to the next day that is a
Business Day, except that, if the Interest Rate Basis specified on the face
hereof is LIBOR, then if such next Business Day is in the next succeeding
calendar month, each Interest Reset Date shall be the next preceding Business
Day. Subject to applicable provisions of law and except as specified herein, if
the Interest Rate Basis specified on the face hereof is the Commercial Paper
Rate, Prime Rate, Federal Funds Rate, LIBOR or the Treasury Rate, then the rate
of interest on this Security on and after such Interest Reset Date on which an
adjustment is made shall be the rate determined in accordance with the
provisions of the applicable heading below.

     DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, then the interest
rate on this


<PAGE>   12

                                                                               7

Security with respect to each Interest Reset Date shall be calculated by the
Calculation Agent and shall be the Commercial Paper Rate on the Interest
Determination Date pertaining to such Interest Reset Date, plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the
face hereof. "Commercial Paper Rate" means, with respect to each such Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15, Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System ("H.15")
under the heading "Commercial paper--Nonfinancial". In the event that such rate
is not published prior to 9:00 A.M., New York City time, on the Calculation Date
(as defined below) pertaining to such Interest Determination Date, then the
Commercial Paper Rate for that Interest Determination Date shall be calculated
by the Calculation Agent and shall be the Money Market Yield of the arithmetic
mean of the offered rates, as of 11:00 A.M., New York City time, on that
Interest Determination Date, of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper of the
Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from at least one nationally
recognized rating agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Commercial Paper Rate will be the Commercial Paper Rate in effect
on such Interest Determination Date.

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

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

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.

     DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on the
face hereof is the Prime Rate, then the interest rate on this Security with
respect to each Interest Reset Date shall be calculated by the Calculation Agent
and shall be the Prime Rate on the Interest Determination Date pertaining to
such Interest Reset Date, plus or


<PAGE>   13

                                                                               8

minus the Spread, if any, or multiplied by the Spread Multiplier, if any,
specified on the face hereof. "Prime Rate" means, with respect to each such
Interest Determination Date, the arithmetic mean of the prime or base rates
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 three major
money center banks in The City of New York selected by the Calculation Agent. If
fewer than three such quotations are provided, the Prime Rate shall be
determined on the basis of the quotations provided, if any, together with the
rates furnished on such date 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, having total equity capital of
at least U.S.$750 million and being subject to supervision or examination by
Federal or State authority, selected by the Calculation Agent to provide such
rate or rates; provided, however, that if the banks or trust companies selected
as aforesaid are not quoting as mentioned in this sentence, the Prime Rate will
be the Prime Rate in effect on such Interest Determination Date.

     DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis specified
on the face hereof is the Federal Funds Rate, then the interest rate on this
Security with respect to each Interest Reset Date shall be calculated by the
Calculation Agent and shall be the Federal Funds Rate on the Interest
Determination Date pertaining to such Interest Reset Date, plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the
face hereof. "Federal Funds Rate" means, with respect to each such Interest
Determination Date, the rate on such date for Federal Funds as published in H.15
under the heading "Federal funds (effective)" or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate for such Interest Determination Date
will be the rate on such Interest Determination Date made publicly available by
the Federal Reserve Bank of New York which is equivalent to the rate which
appears in H.15 under the heading "Federal funds (effective)"; provided,
however, that if such rate is not made publicly available by the Federal Reserve
Bank of New York by 9:00 A.M., New York City time, on such Calculation Date, the
Federal Funds Rate will be the Federal Funds Rate in effect on such Interest
Determination Date.

     DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the face
hereof is LIBOR, then the interest rate on this Security with respect to each
Interest


<PAGE>   14

                                                                               9

Reset Date shall be calculated by the Calculation Agent and shall be
LIBOR on the Interest Determination Date pertaining to such Interest Reset Date,
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, specified on the face hereof. "LIBOR" will be determined with respect to
each such Interest Determination Date by the Calculation Agent in accordance
with the following provisions:

     LIBOR will be determined on the basis of either (a) if the LIBOR Basis
specified on the face hereof is Telerate Screen Page 3750, the rate for deposits
in U.S. dollars having the Index Maturity specified on the face hereof,
commencing on the second London Banking Day (as defined below) immediately
following such Interest Determination Date which appears on Telerate Screen Page
3750 (as defined below) as of 11:00 A.M., London time, on such Interest
Determination Date, if such rate appears on Telerate Screen Page 3750, or (b) if
the LIBOR Basis specified on the face hereof is the Reuters Screen LIBO Page,
the arithmetic mean, as determined by the Calculation Agent, of the offered
rates for deposits in U.S. dollars of not less than $1,000,000 having the Index
Maturity specified on the face hereof, commencing on the second London Banking
Day immediately following such Interest Determination Date, which appear on the
Reuters Screen LIBO Page (as defined below) as of 11:00 A.M., London time, on
such Interest Determination Date, if at least two such offered rates appear on
the Reuters Screen LIBO Page. "Telerate Screen Page 3750" means the display
designated as page 3750 on the Dow Jones Market Service (or such other page or
pages as may replace page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks). "Reuters Screen LIBO Page" means
the display designated as page "LIBO" on the Reuters Monitor Money Rates Service
(or such other page or pages as may replace the LIBO page on that service for
the purpose of displaying London interbank offered rates of major banks). If no
rate appears on Telerate Screen Page 3750 or if fewer than two offered rates
appear on the Reuters Screen LIBO Page, as applicable, LIBOR for such Interest
Determination Date will be determined as described in the following paragraph.
If neither Telerate Screen Page 3750 nor the Reuters Screen LIBO Page is
specified on the face hereof as the LIBOR Basis, LIBOR will be determined as if
Telerate Screen Page 3750 had been specified.

     With respect to an Interest Determination Date on which no rate appears on
Telerate Page 3750 as described in (a) in the preceding paragraph, if the LIBOR
Basis


<PAGE>   15

                                                                              10

specified on the face hereof is Telerate Screen Page 3750, or on which fewer
than two offered rates appear on the Reuters Screen LIBO Page as described in
(b) in the preceding paragraph, if the LIBOR Basis specified on the face hereof
is the Reuters Screen LIBO Page, LIBOR will be determined on the basis of the
rates at approximately 11:00 A.M., London time, on such Interest Determination
Date at which deposits in U.S. dollars having the Index Maturity specified on
the face hereof commencing on the second London Banking Day immediately
following such interest Determination Date and in a principal amount equal to an
amount of not less than U.S.$1,000,000 that in the Calculation Agent's judgment
is representative for a single transaction in such market at such time, are
offered to prime banks in the London interbank market by four major banks in the
London interbank market selected by the Calculation Agent. The Calculation Agent
will request the principal London office of each of such banks to provide a
quotation of its rate. If at least two such quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR for such Interest Determination
Date will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., New York City time, on such Interest Determination Date by three major
banks in The City of New York, selected by the Calculation Agent, for loans in
U.S. dollars to leading European banks having the specified Index Maturity
commencing on the second London Banking Day immediately following such Interest
Determination Date and in a principal amount equal to an amount of not less than
U.S.$1,000,000 that in the Calculation Agent's judgment is representative for a
single transaction in such market at such time; provided, however, that if the
banks selected as aforesaid 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.

     DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on the
face hereof is the Treasury Rate, then the interest rate on this Security with
respect to each Interest Reset Date shall be calculated by the Calculation Agent
and shall be the Treasury Rate on the Interest Determination Date pertaining to
such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, specified on the face hereof. "Treasury Rate" means,
with respect to each such Interest Determination Date, the rate for the most
recent auction of direct obligations of the United States


<PAGE>   16

                                                                              11

("Treasury bills") having the Index Maturity specified on the face hereof as
published in H.15 under the heading "U.S. Government securities--Treasury
bills--Auction average" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate (expressed as a bond equivalent, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise made available 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 are not published or made
available 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 (or on the
preceding Friday, if applicable), 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) of 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 closest to the specified Index Maturity; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate will be the Treasury
Rate in effect on such Interest Determination Date.

     Unless otherwise specified on the face hereof, the Interest Determination
Date pertaining to an Interest Reset Date for this Security will be, if the
Interest Rate Basis for this Security is the Commercial Paper Rate or the Prime
Rate, the second New York Business Day (as defined below) preceding such
Interest Reset Date; if the Interest Rate Basis for this Security is LIBOR, the
second London Banking Day preceding such Interest Reset Date; if the Interest
Rate Basis for this Security is the Federal Funds Rate, the first New York
Business Day preceding such Interest Reset Date; and if the Interest Rate Basis
for this Security is the Treasury Rate, the day of the week in which such
Interest Reset Date falls on which Treasury bills would normally be auctioned.
Treasury bills are usually sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is usually held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week.


<PAGE>   17
                                                                              12

If an auction date shall fall on any Interest Reset Date for such a Note, then
such Interest Reset Date shall instead be the first New York Business Day
immediately following such auction date. 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 any such day is not a New York Business
Day, the next succeeding New York Business Day and (ii) the New York Business
Day next preceding the relevant Interest Payment Date or Maturity, as the case
may be.

     All percentages resulting from any calculations on this Security will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with five one-millionths of a percentage point being rounded upward) and
all currency amounts used in or resulting from such calculations will be
rounded, if necessary, to the nearest one-hundredth of a unit (with .005 of a
unit being rounded upward).

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Rate, if any, or less than the Minimum Rate, if any,
shown on the face hereof. In addition, the interest rate on this Security will
in no event be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general applicability. The
Calculation Agent shall calculate the interest rate on this Security in
accordance with the foregoing on or before each Calculation Date and shall
promptly thereafter notify the Company and the Trustee of such interest rate.
Any such calculation by the Calculation Agent shall be conclusive and binding on
the Company, the Trustee and the Holder of this Security, absent manifest error.

     The Calculation Agent will, upon the request of the Holder of this
Security, provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective as of the next
Interest Reset Date.

     Interest payments on each Interest Payment Date for this Security and at
Maturity will include interest accrued from and including the later of the
Original Issue Date or the most recent date to which interest has been paid or
provided for to but excluding such Interest Payment Date or to but excluding
Maturity. Accrued interest hereon from the Original Issue Date or from the last
date to which interest hereon has been paid or provided for, as the case may be,
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such


<PAGE>   18

                                                                              13

accrued interest factor shall be computed by adding the interest factor
calculated for each day from the Original Issue Date or from the last date to
which interest shall have been paid or provided for, as the case may be, to the
date for which accrued interest is being calculated. The interest factor
(expressed as a decimal) for each such day shall be computed by dividing the
interest rate (expressed as a decimal) applicable to such day by 360, if the
Interest Rate Basis specified on the face hereof is a Commercial Paper Rate,
Prime Rate, Federal Funds Rate or LIBOR, or the actual number of days in the
year, if the Interest Rate Basis specified on the face hereof is the Treasury
Rate.

     Any payment of principal, premium, if any, or interest required to be made
on this Security on a day which is not a Business Day need not be made on such
day, but may be made on the next day which is such a Business Day with the same
force and effect as if made on such day, and no interest shall accrue as a
result of such delayed payment, except that, if the Interest Rate Basis
specified on the face hereof is LIBOR, if such next succeeding Business Day is
in the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day. "Business Day" means each day, other than a
Saturday or Sunday, that is (i) not a day on which banking institutions in the
Business Day Centers specified on the face hereof are authorized or obligated by
law or executive order to close and (ii) if the Interest Rate Basis specified on
the face hereof is LIBOR, a London Banking Day. As used herein, "London Banking
Day" shall mean any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market. "New York Business Day", as used
herein, shall mean each day, other than a Saturday or Sunday, that is not a day
on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.

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

     Any terms or conditions of this Security ("Other Terms") specified on the
face hereof under "Other Terms" shall apply to this Security. In the event of
any conflict between any Other Terms and any other terms or conditions of this
Security, the Other Terms shall control.


<PAGE>   19

                                                                              14

     Notwithstanding anything herein to the contrary, if this Security is an
Original Issue Discount Security, the amount payable in the event of
acceleration following an Event of Default prior to the Maturity Date hereof in
lieu of the principal amount due at the Maturity Date hereof shall be the
Amortized Face Amount of this Security as of the date of declaration of
acceleration. The "Amortized Face Amount" of this Security shall be an amount
equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that
portion of the difference between the Issue Price and the principal amount
hereof that has accrued at the Yield to Maturity (as set forth on the face
hereof) (computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Security
exceed its principal amount.

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

     As set forth in, and subject to, the provisions of the Indenture, no Holder
of any Security of this series will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, the Trustee shall not have received from the Holders
of a majority in principal amount of the Outstanding Securities of this series a
direction inconsistent with such request and the


<PAGE>   20

                                                                              15

Trustee shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of (and premium, if any)
or interest on this Security on or after the respective due dates expressed
herein.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register
upon surrender of this Security for registration of transfer to the Security
Registrar at the Notes Office duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and having the same terms and conditions and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Securities of this series are issuable only in fully registered form,
without coupons, in denominations of U.S. $100,000 and integral multiples of
U.S.$1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of different authorized denominations and having the same
terms and conditions, as requested by the Holder surrendering the same.

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


<PAGE>   21

                                                                              16

     The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

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



<PAGE>   22

                                                                              17


                            OPTION TO ELECT REPAYMENT

     The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at the applicable Repayment Price indicated on the face hereof plus
interest accrued to the applicable Repayment Date.

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


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


                                       Sign exactly as name appears
                                       on the front of this Security
                                       [SIGNATURE GUARANTEE -
                                       required only if Securities
                                       are to be issued and
                                       delivered to other than
                                       the registered holder]

Principal amount to be                 Fill in for
repaid, if amount to be                registration of
repaid is less than the                Securities if to be
principal amount of this               issued otherwise than
Security (principal amount             to registered holder:
remaining must be an
authorized denomination)

U.S.$                                  Name:
     ------------------------                ------------------------
                                       Address:
                                               ----------------------

                                               ----------------------
                                               (Please print name
                                               and address including zip code)

                                          SOCIAL SECURITY OR
                                          OTHER TAXPAYER ID
                                          NUMBER

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



<PAGE>   23

                                                                              18

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

                                  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:

<TABLE>
<S>                                          <C>
                                             UNIF GIFT MIN ACT...
TEN COM -  as tenants in common              ........Custodian........
TEN ENT -  as tenants by the entireties        (Cust)              (Minor)
JT TEN -   as joint tenants with             Under Uniform Gifts to
           right of survivorship and         Minors Act
           not as tenants in common

                                             -------------------------
                                                    (State)

</TABLE>

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

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


     FOR VALUED 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 Security and all rights thereunder, hereby irrevocably constituting
and appointing ____________________________ attorney to transfer said Security
on the books of the Company, with full power of substitution in the premises.

Dated:
       --------------------------------      -----------------------------------
                                                        Signature