<PAGE>

                                                                     EXHIBIT 4.3

IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS SECURITY IS A
GLOBAL NOTE AND THE FOLLOWING LEGENDS APPLY:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), 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.

THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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

REGISTERED               CUSIP NO.            PRINCIPAL AMOUNT:
No. FLR-                                      $

                                COMDISCO, INC.
                          MEDIUM-TERM NOTE, SERIES I
                                (Floating Rate)

INTEREST RATE BASIS ORIGINAL ISSUE DATE:      STATED MATURITY DATE:
OR BASES:



IF LIBOR:                     IF CMT RATE:
[ ]  LIBOR Reuters Page:      [ ] CMT Telerate Page 7051:
[ ]  LIBOR Telerate Page:     [ ] CMT Telerate Page 7052:
Designated LIBOR:                 [ ] Weekly Average
Currency:                         [ ] Monthly Average

INDEX MATURITY:          INITIAL INTEREST RATE:        INTEREST PAYMENT PERIOD:

SPREAD (PLUS OR MINUS):  INITIAL INTEREST RESET DATE:  INTEREST PAYMENT DATES:


SPREAD MULTIPLIER:       INTEREST RATE RESET PERIOD:   INTEREST RESET DATES:


INTEREST DETERMINATION DATES:  REGULAR RECORD DATES:
(If different than provided below)
<PAGE>

MAXIMUM INTEREST RATE:   MINIMUM INTEREST RATE:        INITIAL REDEMPTION DATE:


INITIAL REDEMPTION       ANNUAL REDEMPTION*            OPTIONAL REPAYMENT
PERCENTAGE:              PERCENTAGE REDUCTION:         DATE(S):


CALCULATION AGENT:


INTEREST CALCULATION:
[ ] REGULAR FLOATING RATE NOTE
[ ] FLOATING RATE/FIXED RATE
    FIXED RATE COMMENCEMENT DATE:
    FIXED INTEREST RATE:
[ ] INVERSE FLOATING RATE NOTE
    FIXED INTEREST RATE:


DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM               TO
[ ] ACTUAL/360 FOR THE PERIOD FROM           TO
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM        TO


[ ] IF BOX IS CHECKED, THE SPECIFIED CURRENCY OF THE NOTE IS OTHER THAN U.S.
    DOLLARS AND INFORMATION REGARDING THE SPECIFIED CURRENCY, AUTHORIZED
    DENOMINATIONS AND EXCHANGE RATE AGENT IS PROVIDED IN AN ADDENDUM.

[ ] IF BOX IS CHECKED, THE NOTE IS AN AMORTIZING NOTE AND INFORMATION REGARDING
    AMORTIZING PAYMENT DATES AND AMORTIZING PAYMENT AMOUNTS IS PROVIDED IN AN
    ADDENDUM.



ADDENDUM ATTACHED:                  ORIGINAL ISSUE DISCOUNT ("OID"):
[ ]  YES                            [ ]  YES
[ ]  NO                             [ ]  NO
                                    TOTAL AMOUNT OF OID:
                                    YIELD TO MATURITY:
                                    INITIAL ACCRUAL PERIOD:

OTHER/ADDITIONAL PROVISIONS:



*If an Initial Redemption Date is specified above, (i) the Redemption Price will
initially be the Initial Redemption Percentage specified above and will decline
at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction.

                                       2
<PAGE>

     Comdisco, Inc., a Delaware corporation ("Issuer" or the "Company", which
terms include any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ___________________________
______________________, or registered assigns, the principal amount stated above
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid by the Company prior to the Stated Maturity Date), and to pay interest
thereon at a rate per annum equal to the Initial Interest Rate specified above
until the Initial Interest Reset Date specified above and thereafter at a rate
per annum determined in accordance with the provisions hereof and any Addendum
relating hereto depending upon the Interest Rate Basis or Bases, if any, and
such other terms specified above, until the principal hereof is paid or duly
made available for payment. Reference herein to "this Note", "hereof", "herein"
and comparable terms shall include an Addendum hereto if an Addendum is
specified above.

     The Company will pay interest monthly, quarterly, semi-annually, annually
or such other period as specified above under "Interest Payment Period", on each
Interest Payment Date specified above, commencing on the first Interest Payment
Date specified above next succeeding the Original Issue Date, and on the Stated
Maturity Date or any Redemption Date or Optional Repayment Date (as defined
below) (the date of each such Stated Maturity Date, Redemption Date and Optional
Repayment Date and the date on which principal or an installment of principal is
due and payable by declaration of acceleration pursuant to the Indenture, being
referred to hereinafter as the "Maturity Date" with respect to principal payable
on such date); provided, however, that if the Original Issue Date occurs between
               --------  -------
a Regular Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the Interest Payment Date
immediately following the next succeeding Regular Record Date to the registered
Holder on such next succeeding Regular Record Date; and provided further, that
if an Interest Payment Date (other than an Interest Payment Date on a Maturity
Date) would otherwise fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the next succeeding
Business Day, except that if an Interest Rate Basis is LIBOR, as indicated
above, and the next succeeding Business Day falls in the next succeeding
calendar month, such Interest Date shall be the immediately preceding day that
is a Business Day. Except as provided above, interest payments will be made on
the Interest Payment Dates shown above. Unless otherwise specified above, the
"Regular Record Date" with respect to any Interest Payment Date shall be the
date 15 calendar days (whether or not a Business Day) immediately preceding such
Interest Payment Date. If the Maturity Date of this Note falls on a day which is
not a Business Day, the payment of principal of premium, if any, and/or interest
due on the Maturity Date will be made on the next succeeding Business Day with
the same force and effect as if made on such Maturity Date and no interest shall
accrue on the amount so payable for the period from and after such Maturity Date
to the date of such payment on the next succeeding Business Day. The interest so
payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture , be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture. Interest
payable at the Maturity Date will be payable to the Person to whom the principal
hereof shall be payable.

     Notwithstanding anything else contained herein, if this Note is a Global
Security as specified on the face hereof and is held in book-entry form through
the facilities of the Depositary, payments on this Note will be made to the
Depositary or its nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.

     Payment of the principal of, premium, if any, and/or interest on this Note
on the Maturity Date will be made in immediately available funds upon surrender
of this Note at the office or agency of the Trustee maintained for that purpose
in The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest other than interest due on a Maturity Date
will be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register at the close of Business on
the Regular Record Date immediately preceding the applicable Interest Payment
Date or, at the option of the registered Holder hereof, to such other place in
the United States of America as the registered Holder hereof shall designate to
the Trustee in writing. Notwithstanding the foregoing, the Holder of $10,000,000
or more in aggregate principal amount of the Notes having the same Interest
Payment Date shall be entitled to receive interest payments (other than on a
Maturity Date) by wire transfer of immediately available funds if

                                       3
<PAGE>

appropriate wire transfer instructions have been received in writing by the
Trustee at least 15 days prior to the applicable Interest Payment Date. Said
wire instructions, upon receipt by the Trustee, shall remain in effect until
revoked by such Holder.

     This Note is one of a duly authorized series of Securities (hereinafter
called the "Securities") of the Company, which series of the Securities is
limited to an aggregate principal amount of not more than $500,000,000 (or the
equivalent thereof, determined as of the respective dates of issuance, in any
other currency or currencies) (the issue price of any original issue discount
Notes being treated as the principal amount thereof), designated as its Medium-
Term Notes, Series I (the "Notes"); provided, however, that the foregoing limit
may be increased by the Company.

     The Notes are issued and to be issued under an Indenture, dated as of
September 15, 1999 (the "Indenture"), between the Company and SunTrust Bank 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 (as defined below) and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. SunTrust Bank shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor Trustee with
respect to the Notes, under the Indenture). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment currency of payment and otherwise.

     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.

     Except as otherwise provided in the Indenture and as set forth below, the
Notes will be issued in global form only, registered in the name of the
Depositary or its nominee and ownership of the Notes shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security and a
successor depositary is not appointed by the Company within 90 days after the
Depositary notifies the Company, (ii) at any time the Depositary ceases to be
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (iii) the Company in its sole discretion determines that this Global
Security shall be exchangeable for definitive Securities of this series in
registered form or (iv) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing.

     This Note is not subject to any sinking fund and, unless otherwise provided
above in accordance with the provisions of the following paragraphs, is not
redeemable or repayable prior to the Stated Maturity Date.

     If so provided above, this Note may be redeemed by the Company on any date
on or after the Initial Redemption Date, if any, specified above. If no Initial
Redemption Date is set forth above, this Note may not be redeemed prior to the
Stated Maturity Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (unless otherwise specified above) at the option of the
Company at the applicable Redemption Price (as defined below), together with
interest thereon payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.

     Unless otherwise specified above, the "Redemption Price" shall initially be
the Initial Redemption Percentage, specified above, of the principal amount of
this Note to be redeemed and, if greater than 100%, shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.

     This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note is not subject to repayment at the option
of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date this Note shall be repayable in whole or in part in increments of
$1,000 (unless otherwise specified above) at the option of the Holder

                                       4
<PAGE>

hereof at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued but unpaid interest, if any, hereon at the applicable rate
payable to the relevant Optional Repayment Date. For this Note to be repaid in
whole or in part at the option of the Holder hereof, this Note must be received,
with the form entitled "Option To Elect Repayment" below duly completed, by the
Trustee at SunTrust Bank, 25 Park Place, 24th Floor, Atlanta, Georgia 30305,
Attention: Corporate Trust Office, or such address which the Company shall from
time to time notify the Holders of the Notes, not more than 60 nor less than 20
days prior to an Optional Repayment Date. Exercise of such repayment option by
the Holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note for the unrepaid portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.

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

     1.   If this Note is designated as a Regular Floating Rate Note above, or
if no designation is made for Interest Calculation above, then except as
described below, under "Other/Additional Provisions" above, or in an Addendum
hereto, this Note shall bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases shown above (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified
above; provided, however, that the interest rate in effect for the period, if
any, from the Original Issue Date to the Initial Interest Reset Date will be the
Initial Interest Rate.

     2.   If this Note is designated as a Floating Rate/Fixed Rate Note above,
then, except as described below or in an Addendum hereto, this Note shall bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified
and applied in the manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable will be reset as
of each Interest Reset Date specified above; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate and (ii) the
interest rate in effect, commencing on, and including, the Fixed Rate
Commencement Date to the Maturity Date shall be the Fixed Interest Rate, if such
rate is specified above or, if no such Fixed Interest Rate is so specified, the
interest rate in effect hereon on the Business Day immediately preceding the
Fixed Rate Commencement Date.

     3.   If this Note is designated as an Inverse Floating Rate Note above,
then, except as described below or in an Addendum hereto, this Note will bear
interest at the Fixed Interest Rate minus the rate determined by reference to
the applicable Interest Rate Basis or Bases shown above (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described above;
provided, however, that, unless otherwise specified above, the interest rate
hereon will not be less than zero.  Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be reset as of
each Interest Reset Date specified above; provided, however, that the interest
rate in effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest Rate.

     Notwithstanding the foregoing, if this Note is designated above as having
an Addendum attached or as having "Other/Additional Provisions" applicable, this
Note shall bear interest in accordance with the terms described in such Addendum
or above under "Other/Additional Provisions."

     Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. Each Interest Rate Basis shall be
the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified
above is LIBOR and such next Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.

                                       5
<PAGE>

     Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and including
the immediately preceding Interest Payment Date in respect of which interest has
been paid (or from and including the Original Issue Date specified above, if no
interest has been paid), to but excluding the related Interest Payment Date or
the Maturity Date, as the case may be.

     Unless otherwise specified above, accrued interest hereon shall be an
amount calculated by multiplying the face amount hereof by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest
factor calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest factor for each such
day shall be computed and paid on the basis of a 360-day year of twelve 30-day
months if the Day Count Convention specified above is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable to such day by
360 if the Day Count Convention specified above is "Actual/360" for the period
specified thereunder or by the actual number of days in the year if the Day
Count Convention specified above is "Actual/Actual" for the period specified
thereunder. If interest on this Note is to be calculated with reference to two
or more Interest Rate Bases as specified above, the interest factor will be
calculated in each period in the same manner as if only one of the applicable
Interest Rate Bases applied.

     Unless otherwise specified above, the "Interest Determination Date"
pertaining to the Interest Reset Date for each of the Commercial Paper Rate (the
"Commercial Paper Rate Interest Determination Date"), the Prime Rate (the "Prime
Rate Interest Determination Date") and the CMT Rate (the "CMT Rate Interest
Determination Date") will be the second Business Day immediately preceding each
Interest Reset Date; the "Interest Determination Date" pertaining to the
Interest Reset Date for the Federal Funds Rate (the "Federal Funds Rate Interest
Determination Date") will be the first Business Day immediately preceding each
Interest Reset Date; the "Interest Determination Date" with respect to the
Eleventh District Cost of Funds Rate (the "Eleventh District Cost of Funds Rate
Interest Determination Date") will be the last working day of the month
immediately preceding the applicable Interest Reset Date on which the Federal
Home Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the
Index (as defined below); the "Interest Determination Date" pertaining to an
Interest Reset Date for LIBOR (the "LIBOR Interest Determination Date") shall be
the second London Business Day (as defined below) immediately preceding the
Interest Reset Date with respect to such Designated LIBOR Note, and the
"Interest Determination Date" with respect to the Treasury Rate (the "Treasury
Rate Interest Determination Date") will be the day of the week on which Treasury
bills (as defined below) would normally be auctioned in the week in which such
Interest Reset Date falls. Treasury bills are normally sold at auction on Monday
of each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as a result of a legal holiday, an auction is so held
on a preceding Friday, such Friday will be the Treasury Rate Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any day which would otherwise
be an Interest Reset Date, then the Interest Reset Date shall instead be the
first Business Day immediately following such auction date. If the interest rate
of this Note is determined with reference to two or more Interest Rate Bases as
specified above, the Interest Determination Date pertaining to this Note will be
the most recent Business Day which is at least two Business Days prior to the
applicable Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined on such date, and the
applicable interest rate shall take effect on the applicable Interest Reset
Date.

     The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date. Unless
otherwise specified under the caption "Calculation Agent" on the face hereof,
the Calculation Agent with respect to this Note shall be the lead agent
identified in the distribution agreement pursuant to which the Notes are being
offered at the time the Note is sold, or such successor as is duly appointed by
the Company.

     Unless otherwise specified above, the "Calculation Date", pertaining to any
Interest Determination Date will be the earlier of (i) the tenth calendar day
after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day immediately preceding
the applicable Interest Payment Date or Maturity Date, as the case may be. All
calculations on this Note shall be made by the Calculation Agent.

     All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be

                                       6
<PAGE>

rounded to 9.87654% (or 0.0987654)), and all dollar amounts used in or resulting
from such calculation on this Note will be rounded to the nearest cent (with
one-half cent rounded upward).

     As used herein, "Business Day" means, unless otherwise specified above, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York provided, however, that, with
respect to foreign currency notes, this day is also not a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in the Principal Financial Center of the country issuing the
specified currency (or, if the specified currency is Euro, this day is also a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open); provided, further, that, with respect to
notes as to which LIBOR is an applicable Interest Rate Basis, this day is also a
London Business Day.  "London Business Day" means a day on which commercial
banks are open for business (including dealings in the Designated LIBOR
Currency) in London.

     "Principal Financial Center" means (i) the capital city of the country
issuing the Specified Currency or (ii) the capital city of the country to which
the Designated LIBOR Currency relates, as applicable, except, in the case of (i)
or (ii) above, that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Portuguese escudos, South
African rand and Swiss francs, the "Principal Financial Center" shall be The
City of New York, Sydney and (solely in the case of the Specified Currency)
Melbourne, Toronto, Frankfurt, Amsterdam, London (solely in the case of the
Designated LIBOR Currency), Johannesburg and Zurich, respectively.

     Determination of Commercial Paper Rate.  If an Interest Rate Basis for this
     --------------------------------------
Note is the Commercial Paper Rate, the Commercial Paper Rate shall be determined
as of the applicable Commercial Paper Interest Determination Date, as the Money
Market Yield (as defined below) on such date of the rate for commercial paper
having the Index Maturity specified above published in H.15(519) (as defined
below), under the heading "Commercial Paper - Nonfinancial ".  In the event such
rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate on such Commercial Paper Interest
Determination Date will be the Money Market Yield of the rate for commercial
paper of the specified Index Maturity as published in H.15 Daily Update (as
defined below), or such other recognized electronic source used for the purpose
of displaying such rate under the caption "Commercial Paper-Nonfinancial."  If
such rate is not yet published in H.15(519), H.15 Daily Update, or such other
recognized electronic source by 3:00 P.M., New York City time, on the related
Calculation Date, the Commercial Paper Rate on such Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent and will be the
Money Market Yield of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on such Commercial Paper Interest Determination
Date, of three leading dealers of commercial paper in The City of New York
(which may include one or more of the Agents or their respective affiliates)
selected by the Calculation Agent (after consultation with the Company) for
commercial paper having the Index Maturity placed for industrial issuers whose
bond rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization; provided, however, that if fewer than three dealers so
                     --------  -------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Commercial Paper Rate determined as of such Commercial Paper Rate Interest
Determination Date shall be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.

     "H.15(519)" means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.

     "H.15 Daily Update" means the daily update of H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15/ update, or any successor site or
publication.

                                       7
<PAGE>

     "Money Market Yield" shall be 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 applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

     Determination of Federal Funds Rate.  If an Interest Rate Basis for this
     -----------------------------------
Note is the Federal Funds Rate, as indicated above, the Federal Funds Rate shall
be determined as of the applicable Federal Funds Rate Interest Determination
Date as the rate on such date for U.S. dollar federal funds as is published in
H.15(519) under the heading "Federal Funds (Effective)" as such rate is
displayed on Bridge Telerate, Inc. (or any successor service) on page 120 (or
any other page as may replace such page on such service) ("Telerate Page 120"),
or, if such rate does not appear on Telerate Page 120 or is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the rate on such
Federal Funds Rate Interest Determination Date for United States dollar federal
funds as published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption "Federal
Funds (Effective)."  If such rate does not appear on Telerate Page 120 or is not
yet published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 P.M. New York City time, on the related Calculation Date
pertaining to such Federal Funds Interest Determination Date, the Federal Funds
Rate on such Federal Funds Rate Interest Determination Date shall be calculated
by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight U.S. dollar federal funds arranged by three
leading brokers of federal funds transactions in The City of New York (which may
include one or more of the Agents or their respective affiliates) selected by
the Calculation Agent (after consultation with the Company) prior to 9:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date; provided,
                                                                       --------
however, that if the three brokers so selected by the Calculation Agent are not
-------
quoting as mentioned in this sentence, the Federal Funds Rate determined as of
such Federal Funds Interest Determination Date shall be the Federal Funds Rate
in effect on such Federal Funds Interest Determination Date.

     Determination of LIBOR.  If an Interest Rate Basis for this Note is LIBOR,
     ----------------------
as indicated above, LIBOR will be determined as of the applicable LIBOR Interest
Determination Date as follows:

          (i) (A) if LIBOR Reuters is specified above as the method for
     determining LIBOR, with respect to a LIBOR Interest Determination Date,
     LIBOR will be determined on the basis of the arithmetic mean of offered
     rates (unless the specified Designated LIBOR Page specified above by its
     terms provides only for a single rate, in which case such single rate shall
     be used) for deposits in the Designated LIBOR Currency (as defined below)
     having the Index Maturity designated above, commencing on the applicable
     Interest Reset Date, that appear (or, if only a single rate is required as
     aforesaid, appears) on the Designated LIBOR Page specified above as of
     11:00 A.M., London time, on such LIBOR Interest Determination Date, if at
     least two such offered rates appear (unless, as aforesaid, only a single
     rate is required) on such Designated LIBOR Page, or (B) if LIBOR Telerate,
     is specified above as the method for determining LIBOR, or if no method of
     calculation of LIBOR is specified above as the method for determining
     LIBOR, with respect to a LIBOR Interest Determination Date for this Note,
     LIBOR will be the rate for deposits in the Designated LIBOR Currency having
     the Index Maturity designated above that appears on the Designated LIBOR
     Page specified above as of 11:00 A.M., London time, on such LIBOR Interest
     Determination Date.  If fewer than two such offered rates appear (unless
     the specified Designated LIBOR Page by its terms provides for a single
     rate), or if no such rate appears, as applicable, LIBOR in respect of the
     related LIBOR Interest Determination Date will be determined in accordance
     with the provisions described in clause (ii) below.

          (ii)    With respect to a LIBOR Interest Determination Date on which
     fewer than two offered rates appear, or if no rate appears, as the case may
     be, on the applicable Designated LIBOR Page specified in clause (i) above,
     the Calculation Agent will request the principal London offices of each of
     four major reference banks (which may include affiliates of certain of the
     Agents) in the London interbank market, as selected by the Calculation
     Agent (after consultation with the Company), to provide the Calculation
     Agent with its offered quotation for deposits in the Designated LIBOR
     Currency for the period of the Index Maturity specified above, commencing
     on the applicable Interest Reset Date to prime banks in the London
     interbank market at

                                       8
<PAGE>

     approximately 11:00 A.M., London time, on such LIBOR Interest Determination
     Date and in a principal amount equal to an amount that is representative
     for a single transaction in such Designated LIBOR Currency in such market
     at such time. If at least two such quotations are so provided, then LIBOR
     determined on such LIBOR Interest Determination Date will be the arithmetic
     mean of such quotations. If fewer than two quotations are so provided, then
     LIBOR determined on such LIBOR Interest Determination Date will be the
     arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
     applicable Principal Financial Center, on such LIBOR Interest Determination
     Date for loans by three major banks (which may include affiliates of
     certain of the Agents), in such Principal Financial Center selected by the
     Calculation Agent (after consultation with the Company), for loans in such
     Designated LIBOR Currency to leading European banks, having the Index
     Maturity specified above, and in a principal amount that is representative
     for a single transaction in such Designated LIBOR Currency 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
     determined as of such LIBOR Interest Determination Date will be LIBOR in
     effect on such LIBOR Interest Determination Date.

     "Designated LIBOR Currency" means the currency (including composite
currencies) specified above as to which LIBOR shall be calculated or, if no such
currency or composite currency is specified above, U.S. dollars.

     "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in the
applicable Pricing Supplement, the display on the Reuter Monitor Money Rates
Service (or any successor service) on the page specified in such Pricing
Supplement (or any other page as may replace such page or such service) for the
purpose of displaying the London interbank rates of major banks for the
applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate" is specified in
the applicable Pricing Supplement or neither "LIBOR Reuters" or "LIBOR Telerate"
is specified in the applicable Pricing Supplement as the method for calculating
LIBOR, the display on Bridge Telerate, Inc. (or any successor service) on the
page specified in such Pricing Supplement (or any other page as may replace such
page or such service) for the purpose of displaying the London interbank rates
of major banks for the applicable Designated LIBOR Currency.

     Determination of Prime Rate.  If an Interest Rate Basis for this Note is
     ---------------------------
the Prime Rate, the Prime Rate shall be determined as of the applicable Prime
Rate Interest Determination Date as the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan".  If such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Prime Rate Interest Determination Date, the Prime Rate will
be the rate as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Bank Prime Loan."  If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source by 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 Page (as defined below) as such bank's
prime rate or base lending rate as of 11:00 A.M. New York City time, on that
Prime Rate Interest Determination Date.  If fewer than four such rates appear on
the Reuters Screen US PRIME 1 Page for such Prime Rate Interest Determination
Date, the Prime Rate shall be the arithmetic mean as calculated by the
Calculation Agent on such Calculation Date of the prime rates quoted on the
basis of the actual number of days in the year divided by a 360-day year as of
the close of business on such Prime Rate Interest Determination Date by three
major banks in The City of New York (which may include affiliates of certain of
the Agents) selected by the Calculation Agent (after consultation with the
Company); provided that if the banks or trust companies selected as aforesaid by
          --------
the Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate determined as of such Prime Rate Determination Date will be the Prime Rate
in effect on such Prime Rate Interest Determination Date.

     "Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the "US PRIME 1" page (or such
other page as may replace the US PRIME 1 page on such service) for the purpose
of displaying prime rates or base lending rates of major United States banks.

     Determination of Treasury Rate.  If an Interest Rate Basis for this Note is
     ------------------------------
the Treasury Rate, as specified above, the Treasury Rate shall be determined as
of the applicable Treasury Rate Interest Determination Date as the rate from the
auction held on such Treasury Interest Determination Date (the "Auction") of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity specified above as such rate is published under the caption "INVESTMENT
RATE" on the display on Bridge Telerate, Inc. (or any successor service) on page
56 (or any other page as may replace such page on such service) ("Telerate Page
56") or page 57 (or any other page as may replace such page on such service)
("Telerate Page 57"), or if not so published by 3:00 P.M., New York City time,
on the related

                                       9
<PAGE>

Calculation Date pertaining to such Treasury Interest Determination Date, the
auction average rate of such Treasury Bills (expressed as a bond equivalent, on
the basis, of a year of 365 or 366 days, as applicable, and applied on a daily
basis), as otherwise announced by the United States Department of the Treasury.
If the results of the Auction of Treasury Bills having the Index Maturity
specified are not reported as provided above by 3:00 P.M., New York City time,
on the related Calculation Date, or if no such Auction is held, then the
Treasury Rate will be the 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) on such
Treasury Rate Interest Determination Date of Treasury Bills having the Index
Maturity specified in the applicable Pricing Supplement as published in
H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market" or, if not yet published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Treasury Rate Interest Determination
Date of such Treasury Bills as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If
such rate is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source, then the Treasury Rate will 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 Treasury Rate Interest
Determination Date, of three primary United States government securities dealers
(which may include the Agents or their affiliates) selected by the Calculation
Agent (after consultation with the Company), for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified above;
provided, however, that if the three dealers so selected by the Calculation
--------  -------
Agent are not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Interest Determination Date.

     Determination of Eleventh District Cost of Funds Rate.  If an Interest Rate
     -----------------------------------------------------
Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated
above, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Eleventh District Cost of Funds Rate Interest Determination Date as
the rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which such Eleventh District Cost of
Funds Rate Interest Determination Date falls, as set forth under the caption
"Eleventh district" on Telerate Page 7058 (as defined below) as of 11:00 A.M.,
San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date.  If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate on such Eleventh District Cost of Funds Rate
Interest Determination Date shall be the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San Francisco as such
cost of funds for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date.  If the FHLB of San
Francisco fails to announce the Index on or prior to such Eleventh District Cost
of Funds Rate Interest Determination Date for the calendar month immediately
preceding such Eleventh District Cost of Funds Rate Interest Determination Date,
the Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Rate Interest Determination Date will be the Eleventh District
Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.

     "Telerate Page 7058" means the display designated as page "7058" on Bridge
Telerate, Inc. (or any successor service).

     Determination of CMT Rate.  If the Interest Reset Basis for this Note is
     -------------------------
the CMT Rate, the CMT Rate shall be determined as of the applicable CMT Rate
Interest Determination Date as the CMT Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  "CMT Rate"
means with respect to any CMT Rate Interest Determination Date:

     (i)  if CMT Telerate Page 7051 is specified above, the percentage equal to
the yield for United States Treasury securities at "constant maturity" having
the Index Maturity specified above as published in H.15(519) under the caption
"Treasury Constant Maturities", as the yield is displayed on Bridge Telerate,
Inc. or any successor service, on page 7051, or any other page as may replace
page 7051 on the service ("Telerate Page 7051"), for such CMT Rate Interest
Determination Date.  If such rate does not appear on Telerate Page 7051, the CMT
Rate on such CMT Rate Interest Determination Date will be the percentage equal
to the yield for United States Treasury securities at "constant maturity" having
the Index Maturity specified above and for such CMT Rate Interest Determination
Date as published in H.15(519) under the caption "Treasury Constant Maturities."
If such rate does not appear in H.15(519), the CMT Rate

                                       10
<PAGE>

on such CMT Rate Interest Determination Date will be the rate on such CMT Rate
Interest Determination Date for the period of the Index Maturity specified above
as may then be published by either the Federal Reserve System Board of Governors
or the United State Department of the Treasury that the Calculation Agent
determines to be comparable to the rate which would otherwise have been
published in H.15(519). If the Federal Reverse System Board of Governors or the
United States Department of the Treasury does not publish a yield on United
States Treasury securities at "constant maturity" having the Index Maturity
specified above for such CMT Rate Interest Determination Date, the CMT Rate on
such CMT Rate Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market bid prices at approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date of three leading primary United States
government securities dealers in The City of New York (each, a "Reference
Dealer") selected by the Calculation Agent from five Reference Dealers and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest) for United States Treasury securities with an original maturity equal to
the Index Maturity specified above, a remaining term to maturity no more than 1
year shorter than the Index Maturity specified above and in a principal amount
that is representative for a single transaction in such securities in such
market at such time. If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be based on the arithmetic
mean of the bid prices obtained and neither the highest nor the lowest of such
quotations will be eliminated. If fewer than three prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest) for United States Treasury securities with
an original maturity greater than the Index Maturity specified above, a
remaining term to maturity closest to the Index Maturity specified above, and in
a principal amount that is representative for a single transaction in such
securities in such market at such time. If fewer than five but more than two
such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be based
on the arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of the quotations will be eliminated; provided, however, that if
fewer than three such prices are provided as requested, the CMT Rate determined
as of such CMT Rate Interest Determination Date will be the CMT Rate in effect
on such CMT Rate Interest Determination Date. If two such United States Treasury
securities with an original maturity greater than the Index Maturity specified
above have remaining terms to maturity equally close to the Index Maturity
specified above, the quotes for the Treasury security with the shorter original
term to maturity will be used.

     (ii) if CMT Telerate Page 7052 is specified above, the percentage equal to
the one-week or one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
above as published in H.15(519) opposite the caption "Treasury Constant
Maturities," as such yield is displayed on Bridge Telerate, Inc., or any
successor service, on page 7052, or any other page as may replace page 7052 on
that service ("Telerate Page 7052"), for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which such CMT Rate
Interest Determination Date falls.  If such rate does not appear on Telerate
Page 7052, the CMT Rate on such CMT Rate Interest Rate Determination Date will
be the percentage equal to the one-week or one-month, as specified above,
average yield for United States Treasury securities at "constant maturity"
having the Index Maturity specified above and for the week or month, as
applicable, preceding such CMT Rate Interest Determination Date as published in
H.15(519) opposite the caption "Treasury Constant Maturities."  If such rate
does not appear in H.15(519), the CMT Rate on such CMT Rate Interest
Determination Date will be the one-week or one-month, as specified above,
average yield for United States Treasury securities at "constant maturity"
having the Index Maturity specified above as otherwise announced by the Federal
Reserve Bank of New York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which such CMT Rate Interest
Determination Date falls.  If the Federal Reserve Bank of New York does not
publish a one-week or one-month, as specified above, average yield on United
States Treasury securities at "constant maturity" having the Index Maturity
specified above for the applicable week or month, the CMT Rate on such CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or,

                                       11
<PAGE>

in the event of equality, one of the lowest) for United States Treasury
securities with an original maturity equal to the Index Maturity specified
above, a remaining term to maturity no more than 1 year shorter than the Index
Maturity specified above and in a principal amount that is representative for a
single transaction in such securities in such market at such time. If fewer than
five but more than two such prices are provided as requested, the CMT Rate on
such CMT Rate Interest Determination Date will be calculated by the Calculation
Agent and will be based on the arithmetic mean of the bid prices obtained and
neither the highest nor the lowest of such quotations will be eliminated. If
fewer than three prices are provided as requested, the CMT Rate on such CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest) for United States Treasury securities with an original maturity greater
than the Index Maturity specified above, a remaining term to maturity closest to
the Index Maturity specified above and in a principal amount that is
representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be based on the arithmetic mean of
the bid prices obtained and neither the highest or the lowest of such quotations
will be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two United States Treasury securities with an original
maturity greater than the Index Maturity specified above have remaining terms to
maturity equally close to the Index Maturity specified above, the quotes for the
United States Treasury security with the shorter original remaining term to
maturity will be used.

     Any provision contained herein, including the determination of an Interest
Rate Basis, the specification of an Interest Rate Basis, calculation of the
interest rate applicable to this Note, its Interest Payment Dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above.  In addition to any Maximum Interest
Rate applicable hereto pursuant to the above provisions, the interest rate on
this Note will in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by the United States law of general
application.

     The Calculation Agent shall calculate the interest rate hereof in
accordance with the foregoing on or before each Calculation Date.  At the
request of the Holder hereof, the Calculation Agent will provide to the holder
hereof the interest rate hereon then in effect and, if determined, the interest
rate which will become effective as of the next Interest Reset Date.

     If an Event of Default with respect to Notes should occur and be
continuing, the principal amount of the Notes and interest accrued thereon may,
by written notice to the Company, be declared due and payable by the Trustee or
the Holders of not less than 25% in principal amount of all outstanding Notes.
Such declaration of acceleration may, if all payments due have been made and all
Events of Default have been remedied or waived, be rescinded by the Holders of a
majority in principal amount of all outstanding Notes.  Any Event of Default may
be waived by the Holders of a majority in principal amount of all outstanding
Notes, except that default in payment of the principal, premium, or interest on
any Note, or in respect of a covenant under the Indenture which cannot be
modified absent the consent of the Holders of each outstanding Note, cannot be
waived.

     The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of Holders of a majority in principal amount of the
Notes, to enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of the Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by provisions in
the Indenture relating to amendments and modifications without the consent of
Holders, the rights of such Holders.  However, without the consent of each
Holder affected thereby, an amendment or modification may not: (a) change the
Maturity Date or any Interest Payment Date or the redemption price; (b) reduce
the principal amount of, or the interest on, any Note or reduce the amount of
principal of any Original Issue Discount Note which could be declared due and
payable upon a declaration of acceleration prior to the Maturity Date; (c)
change the

                                       12
<PAGE>

place, method of calculation of interest or currency of any payment of principal
or interest on any Note (except as otherwise provided in the Indenture); (d)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Note; or (e) reduce the percentage in principal amount of Notes,
the consent of whose Holders is required for any supplemental indenture or the
consent of whose Holders is required to waive compliance with certain provisions
of, or any past default under the Indenture, or reduce the requirements for
quorum or voting provided by the Indenture. Except with respect to certain
fundamental provisions, the Holders of at least a majority in principal amount
of Notes may, with respect to the Notes, waive past defaults under the Indenture
and waive compliance by the Company with certain provisions of the Indenture.
The Indenture also contains provisions permitting the Company and the Trustee to
effect certain modifications and amendments without the consent of the Holders
to cure ambiguities, correct inconsistencies and make other changes, provided
such modifications and amendments do not adversely affect the interest of the
Holders in any material respect.

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

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in The City of New York, 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 by its
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.  No service charge shall be
made for any 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 Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.  The Trustee shall not be required to make any transfers,
registrations or exchanges of this Note for a period of fifteen (15) days
preceding any Redemption Date.

     The Trustee has been appointed Registrar for the Notes, and the Company
will cause the Trustee to maintain at its office or agency in the City of New
York a register for the registration and transfer of Notes.  So long as this
Note shall be outstanding, the Company will maintain an office or agency for the
payment of the principal and interest on this Note as herein provided in The
City of New York, State of New York, United States of America, and an office or
agency in The City of New York for the registration, transfer and exchange as
aforesaid of the Notes.  The Company may designate other agencies for the
payment of said principal and interest at such place or places (subject to
applicable laws and regulations) as the Company may decide.  The Company shall
keep the Trustee advised of the names and locations of such agencies, if any are
so designated.

     Any action by the Holder of this Note shall bind all future Holders of this
Note, and of any Note issued in exchange or substitution herefor or in place
hereof, in respect of anything done or permitted by the Company or by the
Trustee in pursuance of such action.

                                       13
<PAGE>

     No recourse under or upon any covenant contained in this Note or because of
the creation of the indebtedness represented hereby, shall be had against any
official or other representative, past, present or future, as such, of the
Company whether by virtue of any statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, it being expressly agreed and understood
that this Note is solely the obligation of the Company and that no personal
liability whatever shall attach to or be incurred by any such officials or other
representatives, as such, because of the execution of this Note.  Each Holder,
by accepting this Note, waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of this Note.

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

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

     Unless the certificate of authentication hereon has been executed by
SunTrust Bank, the Trustee with respect to the Notes under the Indenture, or its
successors thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.

     Capitalized terms used herein without definition which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

     IN WITNESS WHEREOF, Comdisco, Inc. has caused this Note to be signed
manually or by facsimile, by its duly authorized officers, under its corporate
seal (which may be printed, engraved or otherwise reproduced hereon by facsimile
or otherwise).

DATED:________________

                              COMDISCO, INC.



                              By:______________________________________________
                                 President and Chief Executive Officer

[SEAL]

Attest:


_________________________________
     Secretary

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series described herein and referred
to in the within-mentioned Indenture.


SUNTRUST BANK
AS TRUSTEE


By:______________________________
     Authorized Signatory

                                       14
<PAGE>

                           OPTION TO ELECT REPAYMENT


     The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof, together with interest to the
repayment date, to the undersigned at

_______________________________________________________________________________
_____________________________________________________________________
                  (Please print or typewrite name and address
                 including postal zip code of the undersigned)

     For this Note to be repaid, the Trustee must receive at SunTrust Bank, 25
Park Place, 24th Floor, Atlanta, Georgia 30303-2900, Attention:  Corporate Trust
Division or at such other place or places of which the Company shall from time
to time notify the Holder of this Note, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 unless otherwise
specified in the Note) which the Holder elects to have repaid and specify the
authorized denomination or denominations of the Notes to be issued to the Holder
for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):



$_______                 _________________________________________________

                         NOTICE:  The signature on this Option to Elect
                         Repayment must correspond with the name as written upon
                         the face of this Note in every particular, without
                         alteration or enlargement or any change whatever.

Date:_______

                                       15
<PAGE>

                           ASSIGNMENT/TRANSFER FORM

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________


________________________________________________________________________________
___________________________________________________________________  (Please
print or typewrite name and address including postal zip code of assignee)

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

_________________________________________________________,____ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.



Date_________                 Signature_________________________________________

                              NOTICE: The signature on this Assignment must
                              correspond with the name as written upon the face
                              of this Note in every particular, without
                              alteration or enlargement or any change whatever.

                                       16
<PAGE>

                                 ABBREVIATIONS

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

          TEN COM--as tenants in common

          UNIF GIFT MIN ACT--__________________ Custodian_____________________
                                 (Cust)                        (Minor)

                       Under Uniform Gifts to Minors Act

                       _________________________________
                                    (State)

          TEN ENT--as tenants by the entireties
          JT TEN--as joint tenants with right of survivorship
                  and not as tenants in common

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

                                       17