Exhibit 4.3


                          [FORM OF FLOATING RATE NOTE]

                                 [FACE OF NOTE]


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

REGISTERED                                  PRINCIPAL AMOUNT: ________
No. FLR-__________                          CUSIP: ____________


                       DONALDSON, LUFKIN & JENRETTE, INC.
                                MEDIUM-TERM NOTE
                                (Floating Rate)


<TABLE>
<S>                                <C>                                <C>
INTEREST RATE BASIS                ORIGINAL ISSUE                     MATURITY DATE:
OR BASES:                          DATE:
    IF LIBOR:
         [ ] LIBOR Reuters
         [ ] LIBOR Telerate

INDEX CURRENCY:
INDEX MATURITY:                    INITIAL INTEREST                   INTEREST PAYMENT
                                   RATE:       %                      DATE(S):

SPREAD (PLUS                       SPREAD MULTIPLIER:   %             INITIAL INTEREST RESET
OR MINUS):   %                                                        DATE:

MINIMUM INTEREST                   MAXIMUM INTEREST                   INTEREST RESET
RATE:   %                          RATE:       %                      DATE(S):

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

INTEREST CATEGORY:                             AUTHORIZED DENOMINATION:
[ ] Regular Floating Rate Note                 [ ] $1,000 and integral multiplies thereof
[ ] Floating Rate/Fixed Rate Note Fixed Rate   [ ] Other:
       Commencement Date:
       Fixed Rate Interest:   %


<PAGE>


[ ] Inverse Floating Rate Note Fixed Interest   SPECIFIED CURRENCY:
Rate                                            [ ] United States dollars
[ ] Original Issue Discount Note Issue Price:   [ ] Other:
ADDENDUM ATTACHED                               EXCHANGE RATE AGENT:
[ ] Yes
[ ] No
OTHER PROVISIONS:
</TABLE>

                                       2

<PAGE>


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

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

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other Provisions" apply to this Note as specified above, this Note shall be
subject to the terms set forth in such Addendum or such "Other Provisions".

                                       3

<PAGE>


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

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

                                       4

<PAGE>


         If the Specified Currency indicated on the face hereof is U.S.
dollars, payment of the principal of and premium, if any, and interest on this
Note will be made in such coin or currency of the United States as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payments of interest, other than interest due at maturity (or any
Redemption Date or Repayment Date) will be made by United States dollar check
mailed to the address of the person entitled thereto as such address shall
appear in the Note register.

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

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, as defined on the reverse hereof, by manual
signature, this Note shall not be entitled to any benefit under the Indenture,
as defined on the reverse hereof, or be valid or obligatory for any purpose.

                                       5

<PAGE>


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

                                            DONALDSON, LUFKIN & JENRETTE, INC.



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


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

Attest:


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


CERTIFICATE OF AUTHENTICATION

    This is one of the Notes referred to
in the within-mentioned Indenture.


THE CHASE MANHATTAN BANK
as Trustee and Authenticating Agent


By:
   -----------------------------------
         Authorized Signatory


DATED:

                                       6

<PAGE>


                               [REVERSE OF NOTE]

                       DONALDSON, LUFKIN & JENRETTE, INC.
                                MEDIUM-TERM NOTE
                                (Floating Rate)

         This Note is one of a duly authorized issue of Medium-Term Notes
having maturities of nine months or more from the date of issue (the "Notes")
of the Company. The Notes are issuable under an indenture, dated as of June 8,
1998 (the "Indenture") between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Company, the Trustee and
holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank has been appointed Authenticating Agent
and Calculation Agent (the "Authenticating Agent" and "Calculation Agent",
respectively, which terms include any successor authenticating agent or
calculation agent, as the case may be) with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the registrar and Paying Agent with respect to the Notes. The terms
of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.

         This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at the
option of the holder prior to maturity.

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

                                       7

<PAGE>


the same terms as this Note shall be issued in the name of the holder hereof
upon the presentation and surrender hereof.

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

         If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this
Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii)
any unpaid interest on this Note accrued from the Original Issue Date to the
Redemption Date, Repayment Date or date of acceleration of maturity, as the
case may be. The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount".

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

                                       8

<PAGE>


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

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

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

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

                                       9

<PAGE>


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

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

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

         The "Calculation Date" pertaining to any Interest Determination Date
will be the earlier of (i) the tenth day after such Interest Determination Date
or if such day is not a Business Day, the next succeeding Business Day or (ii)
the Business Day preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.

         Determination of CD Rate. If the Interest Rate Basis specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity specified
on the face hereof as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or
any successor publication of the Board of Governors of the Federal Reserve
System ("H.15(519)"), under the heading "CDs (Secondary Market)," or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity specified

                                       10

<PAGE>


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

         Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper-Non-Financial," or if not so published prior to 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield
of the rate on such Interest Determination Date for commercial paper of the
Index Maturity specified on the face hereof as published in H.15 Daily Update
under the heading "Commercial Paper" (with an Index Maturity of one month or
three months being deemed to be equivalent to an Index Maturity of 30 or 90
days, respectively). If by 3:00 P.M., New York City time, on such Calculation
Date, such rate is not yet available in either H.15(519) or H.15 Daily Update,
then the Commercial Paper Rate shall be calculated by the Calculation Agent and
shall be the Money Market Yield corresponding to the arithmetic mean of the
offered rates as of approximately 11:00 A.M., New York City time, on such
Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof, placed for a non-financial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized rating agency
as quoted by three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the rate of interest in effect for the applicable period will be
the same as the Commercial Paper Rate for the immediately

                                       11

<PAGE>


preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable hereon shall be the Initial Interest
Rate).

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

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

         Determination of LIBOR. If the Interest Rate Basis specified on the
face hereof is LIBOR, LIBOR with respect to this Note shall be determined on
each Interest Determination Date as follows:

          (i) With respect to an Interest Determination Date relating to a
     LIBOR Note, LIBOR will be, if "LIBOR Telerate" is specified in the
     applicable Pricing Supplement or if such Pricing Supplement does not
     specify a source for LIBOR, the rate for deposits in the London interbank
     market in the Index Currency (as defined below) having the Index Maturity
     designated in the applicable Pricing Supplement commencing on the second
     London Business Day immediately following such Interest

                                       12

<PAGE>


     Determination Date that appears on the Designated LIBOR Page (as defined
     below) as of 11:00 a.m., London time, on such Interest Determination Date.
     If no rate appears on the Designated LIBOR Page, LIBOR in respect of such
     Interest Determination Date will be determined as if the parties had
     specified the rate described in clause (ii) below.

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

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

         "Designated LIBOR Page" means the display on Page 3750 (or such other
page as is specified in the applicable Pricing Supplement) of the Dow Jones
Telerate Service for

                                       13

<PAGE>


the purpose of displaying the London interbank offered rates of major banks for
the applicable Index Currency (or such other page as may replace that page on
that service for the purpose of displaying such rates).

         Unless provided otherwise in the applicable Pricing Supplement,
"Principal Financial Center" will be the principal financial center of the
country of the specified Index Currency, except that with respect to U.S.
dollars and euro, the Principal Financial Center shall be The City of New York
and Brussels, respectively.

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

         Determination of Treasury Rate. If the Interest Rate Basis specified
on the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
auction average rate on such Interest Determination Date (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable,

                                       14

<PAGE>


and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held in a particular week, then
the Treasury Rate shall be the rate as published in H.15(519) under the heading
"Treasury Bills -- secondary market," or any successor publication or heading.
In the event such rate is not published by 3:00 p.m., New York City time, on
such Calculation Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting bid rates as mentioned in this sentence,
the Treasury Rate for such Interest Reset Date will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.

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

         Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any Redemption
Date or Repayment Date), as the case may be. Accrued interest hereon shall be
an amount calculated by multiplying the face amount hereof by an accrued
interest factor. Such accrued interest factor shall be computed by adding the
interest factor calculated for each day in the period for which interest is
being paid. The interest factor for each such date shall be computed by
dividing the interest rate applicable to such day by 360 if the Interest Rate
Basis is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Interest Rate Basis is the Treasury Rate, as specified on the face
hereof. All percentages resulting from any calculation of the rate of interest
on this Note will be rounded, if necessary, to the nearest

                                       15

<PAGE>


one hundred-thousandth of a percentage point (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation on this Note will be rounded to the
nearest cent (with one-half cent rounded upward). The interest rate in effect
on any Interest Reset Date will be the applicable rate as reset on such date.
The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

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

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

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

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

                                       16

<PAGE>


institute suit for the enforcement of any such payment on or after the due date
therefor; (ii) reduce the percentage in principal amount of outstanding Notes
of the relevant series the consent of whose holders is required for any such
supplemental indenture, for any waiver of compliance with certain provisions of
the Indenture or certain Defaults and their consequences provided for in the
Indenture; (iii) waive a Default in the payment of principal of or interest on
any Note of such holder; or (iv) modify any of the provisions of the Indenture
governing supplemental indentures with the consent of noteholders except to
increase any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the holder of
each outstanding Note affected thereby.

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

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

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

         So long as this Note shall be outstanding, the Company will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of

                                       17

<PAGE>


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

         No provision of this Note or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein and in the Indenture prescribed
unless otherwise agreed between the Company and the registered holder of this
Note.

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

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

         No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on, this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

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

         As used herein:

         (a) the term "Business Day" means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by

                                       18

<PAGE>


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

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

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

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

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

                                       19

<PAGE>


ABBREVIATIONS

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

         TEN COM-as tenants in common

         TEN ENT-as tenants by the entireties

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

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

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

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

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

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

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


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

the within Note and all rights thereunder, hereby

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

irrevocably constituting and appointing such person attorney

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

to transfer such Note on the books of the Company, with full

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

power of substitution in the premises.

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

Signature___________________

Signature Guarantee____________________

Dated:_____________________

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

                                       20

<PAGE>


                           OPTION TO ELECT REPAYMENT


The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price
equal to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at

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

If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of $1,000 or such
minimum Authorized Denomination indicated on the face hereof) which the holder
elects to have repaid: __________________; and specify the denomination or
denominations (which shall not be less than $1,000 or such minimum Authorized
Denomination) of the Notes to be issued to the holder for the portion of the
within Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid):____________________.


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

                                       21