<PAGE>   1
                                                                   Exhibit 4.4a




<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                         TAXPAYER ID OR                    TRANSFERRED
                                                                                  SOC. SEC. NO.
                                                                                  OF PURCHASER
-------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED OWNER                                                                    MEDIUM TERM
                                                                                                            NOTE
                                                                                                          PROGRAM
                                                                                                   THE CHASE MANHATTAN BANK
                                                                                                           TRUSTEE
-------------------------------------------------------------------------------------------------------------------------------
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 SENIOR NOTE, SERIES C
               Due from Nine Months to 30 Years from Date of Issue
                                  (Fixed 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>

<S>                          <C>                           <C>
ORIGINAL ISSUE DATE          INTEREST RATE:                MATURITY DATE:

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

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

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 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 or 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 the Interest Rate per annum specified above until the principal


<PAGE>   3
                                                                            2

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 inconsis tent 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. Notwith standing 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 continental United States (or other jurisdiction acceptable
to the Company and the Trustee), but only if appropriate payment instructions
have been received in writing by the Trustee not less than five 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 Trustee 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


<PAGE>   4
                                                                            3

is presented to such office in time for the Trustee 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 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 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


<PAGE>   5
                                                                            4

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:

THE CHASE MANHATTAN BANK
         As Trustee


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



<PAGE>   6


                             PAINE WEBBER GROUP INC.

                        MEDIUM-TERM SENIOR NOTE, SERIES C

                        Due from Nine Months to 30 Years
                               from Date of Issue
                                  (Fixed 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, and by a Second
Supplemental Indenture dated as of March 22, 1991 (such Indenture, as so
supplemented, is herein called the "Indenture"), between the Company and The
Chase Manhattan Bank (formerly known as Chemical 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, 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 such Holder (or between a fiduciary, settlor
         or beneficiary of, or a person holding a power over, such


<PAGE>   7
                                                                            2

         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 without such
         deduction or withholding by any other paying agent;



<PAGE>   8
                                                                            3

                  (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 1986, 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 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


<PAGE>   9
                                                                            4

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 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


<PAGE>   10
                                                                            5

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, the Trustee 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 Trustee 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 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


<PAGE>   11
                                                                            6

for repayment will be determined by the Company, whose determination will be
final, binding and non-appealable.

                  The Indenture provides that, with certain limited exceptions,
the Company will not, nor will it permit any Restricted Subsidiary (as defined
in the Indenture), to pledge as security for any loan the capital stock or
indebtedness of any Restricted Subsidiary or create, incur, assume or permit to
exist any Lien on any property or asset of the Company.

                  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. Interest payments for this Security shall be computed and
paid on the basis of a 360-day year of twelve 30-day months.

                  Notwithstanding anything herein to the contrary, 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.

                  Any payment of principal of (and 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. "Business Day" means
each day, other than a Saturday or Sunday, that is 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.

                  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>   12
                                                                            7

                  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
compliance by the Company with certain provisions of the Indenture and 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


<PAGE>   13
                                                                            8

series a direction inconsistent with such request and the 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 registered
form, without coupons, in denominations of U.S. $100,000 and any integral
multiple 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,


<PAGE>   14
                                                                            9

and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

                  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>   15
                                                                            10

                            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>   16
                                                                            11

                               ------------------
                                  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:


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


                  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,
        ------------------------
      /                        /
      /----------------------/ ---------------------------


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                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                      INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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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:
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                                                        Signature