<PAGE>
                                                                     EXHIBIT 4.9

                               [FACE OF SECURITY]

REGISTERED                                                            REGISTERED

No. FLR

CUSIP

                   CATERPILLAR FINANCIAL SERVICES CORPORATION
                           MEDIUM-TERM NOTE, SERIES F
                                 (Floating Rate)

            [Insert if the Security is to be a Global Security - This Note is a
Global Security within the meaning of the Indenture hereinafter referred to and
is registered in the name of a Depositary or a nominee of a Depositary. This
Global Security is exchangeable for Notes registered in the name of a Person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Note (other than a transfer
of this Note as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances.

            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 hereon 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.]

            THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH ON THE REVERSE HEREOF:

PRINCIPAL AMOUNT:

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


SPECIFIED CURRENCY:                      OPTION TO ELECT PAYMENT IN U.S.        AUTHORIZED DENOMINATIONS (only
                                         DOLLARS (only applicable if            applicable if Specified Currency is
[ ] U.S. dollars                         Specified Currency is other than       other than U.S. dollars):
[ ] Other:                               U.S. dollars):
                                         [ ] Yes  [ ] No

EXCHANGE RATE AGENT (if other than                                              THIS NOTE IS A:
U.S. Bank Trust National Association):
                                                                                [ ] Global Note
                                                                                [ ] Certificated Note (only
                                                                                applicable if Specified Currency is
                                                                                other than U.S. dollars)
</TABLE>
<PAGE>
<TABLE>
<S>                                      <C>                                    <C>
INDEX MATURITY:                          INTEREST RATE BASIS OR BASES:          SPREAD (plus or minus):


LIBOR SOURCE (only applicable if LIBOR   SPREAD MULTIPLIER:                     INTEREST RESET DATES:
Interest Rate Basis):

[ ] LIBOR Reuters
[ ] LIBOR Telerate

LIBOR CURRENCY (only applicable if       INTEREST PAYMENT PERIOD:               INTEREST RESET PERIOD:
LIBOR Interest Rate Basis):


MAXIMUM INTEREST RATE:                   MINIMUM INTEREST RATE:                 INTEREST PAYMENT DATES:



SPREAD/SPREAD MULTIPLIER RESET OPTION:                                          STATED MATURITY EXTENSION OPTION:

[ ] Yes                                                                         [ ] Yes  [ ] No
[ ] No

OPTIONAL RESET DATES (only applicable
if option to reset spread or spread                                             EXTENSION PERIOD(S) and FINAL
multiplier):                                                                    MATURITY DATE (only applicable if
                                                                                option to extend stated maturity):

                                                                                BASIS FOR SPREAD/SPREAD MULTIPLIER
BASIS FOR SPREAD/SPREAD MULTIPLIER                                              DURING EXTENSION PERIOD (only
RESET (only applicable if option to                                             applicable if option to extend
reset spread or spread multiplier):                                             stated maturity):


INTEREST RESET DATES:                    CALCULATION DATES:                     TERMS OF AMORTIZING NOTES:


INTEREST DETERMINATION DATES:            CALCULATION AGENT (if other than
                                         U.S. Bank Trust National
                                         Association):


ORIGINAL ISSUE DISCOUNT NOTE:            TOTAL AMOUNT OF OID:                   ISSUE PRICE (expressed as a
                                                                                percentage of aggregate principal
[ ] Yes  [ ] No                                                                 amount):


REDEMPTION DATE(S) (including any        REDEMPTION PRICE(S):
applicable regular or special record
dates):


REPAYMENT DATE(S) (including any         REPAYMENT PRICE(S):
applicable regular or special record
dates):


OTHER TERMS:
</TABLE>


                                       2
<PAGE>
            CATERPILLAR FINANCIAL SERVICES CORPORATION, a corporation duly
organized and existing under the laws of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to [Insert if the
Security is to be a Certificated Security - ______________] [Insert if the
Security is to be a Global Security - Cede & Co., as nominee for The Depository
Trust Company], or registered assigns, the Principal Amount stated above on the
Maturity Date shown above, and to pay interest thereon from and including the
Original Issue Date shown above or, in the case of a Note issued upon
registration of transfer or exchange, from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
the Interest Payment Dates set forth above and on the Maturity Date, commencing
on the first such Interest Payment Date next succeeding the Original Issue Date,
provided that if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment Date following
the Original Issue Date, at the rate per annum determined in accordance with the
provisions on the reverse hereof, depending on the Interest Rate Basis or Bases
specified above, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the fifteenth calendar day (whether or not such date is a Business Day)
next preceding each Interest Payment Date; provided, however, that interest
payable at the Maturity Date will be payable to the person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) 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 Holders of Notes of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

            Unless otherwise specified on the face hereof, payments of principal
of (and premium, if any) and interest on this Note will be made in the
applicable Specified Currency, provided, however, that if this Note is
denominated in a Specified Currency other than United States dollars (a "Foreign
Currency Note") payments of principal of (and premium, if any) and interest
hereon will [insert if the Security is to be a Global Security - be made in
United States dollars unless the beneficial holder hereof gives notice to the
Depositary that it elects to receive payments in such Specified Currency. Upon
receipt of such notice, the Depositary will notify the Trustee of the portion of
the payment to be made by the Trustee which is to be made in the Specified
Currency and the applicable wire transfer instructions. In such event, the
Trustee will pay the beneficial holder directly.] [insert if the Security is to
be a Certificated Security - nevertheless be made in United States dollars if
the Holder hereof elects to receive all payments in respect hereof in United
States dollars by delivery of a written request to the Trustee on or prior to
the applicable Regular Record Date or at least 15 days prior to Maturity, as the
case may be. Such election may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. A Holder of such a Note
may elect to receive payment in United


                                       3
<PAGE>
States dollars for all principal (and premium, if any) and interest payments and
need not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of
such revocation must be received by the Trustee on or prior to the applicable
Regular Record Date or at least 15 days prior to Maturity, as the case may be.]

            Payment of the principal of (and premium, if any) and interest on
this Note due at Maturity in United States dollars will be made in immediately
available funds, provided that this Note is presented to the Trustee in time for
the Trustee to make such payment in accordance with its normal procedures.

            [Insert if the Security is to be a Certificated Security - Payment
of the principal of (and premium, if any) and interest on this Note due at
Maturity in United States dollars will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City of New
York, in immediately available funds. Payment of interest (other than interest
due at Maturity) will be made by United States dollar check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. Notwithstanding the foregoing, unless otherwise specified on
the face hereof, a holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes of like tenor and terms shall be entitled to receive such
payment of interest in United States dollars by wire transfer of immediately
available funds to such account with a bank located in the United States as
shall be designated by such person, but only if appropriate payment instructions
have been received in writing by the Trustee on or prior to the Regular Record
Date.] [Insert if the Security is to be a Global Security - Payment of the
principal of (and premium, if any) and interest (other than interest payable at
Maturity) on this Note in United States dollars will be made by transfer of
immediately available funds to the Depositary or its nominee.]

            All payments of principal (and premium, if any) and interest in a
Specified Currency other than United States dollars will be made in the manner
set forth on the reverse hereof.

            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 Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       4
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:                                  CATERPILLAR FINANCIAL SERVICES
                                        CORPORATION


[SEAL]                                  By:
                                            -----------------------------------
                                                      President


                                        ATTEST:


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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

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


                                       5
<PAGE>
                               [BACK OF SECURITY]

                   CATERPILLAR FINANCIAL SERVICES CORPORATION
                           MEDIUM-TERM NOTE, SERIES F
                                 (Floating Rate)

            This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture dated as of April 15, 1985, as supplemented from time
to time (herein called the "Indenture"), between the Company and U.S. Bank Trust
National Association, as successor Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof. The Notes of this series may be
denominated in different currencies, bear different dates, mature at different
times and bear interest at different rates. The Notes of this series may be
issued from time to time in an aggregate principal amount of up to
$[____________] (including in such amount the offering price of any such Notes
sold at a discount), which amount may be increased if duly authorized by the
Company.

            The United States dollar equivalent of Notes denominated in
currencies other than United States dollars will be determined by the Exchange
Rate Agent on the basis of the noon buying rate for cable transfers in the City
of New York as determined by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such currencies on the Business Day (as defined below)
immediately preceding the applicable issue dates.

            The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified on the face hereof. Unless otherwise specified on the face hereof,
the Interest Reset Date will be, if this Note resets daily, each Business Day;
if this Note resets weekly (unless the Interest Rate Basis on this Note is the
Treasury Rate), the Wednesday of each week; if this Note resets weekly and the
Interest Rate Basis on this Note is the Treasury Rate, the Tuesday of each week;
if this Note resets monthly, the third Wednesday of each month; if this Note
resets quarterly, the third Wednesday of March, June, September and December; if
this Note resets semi-annually, the third Wednesday of two months of each year,
as specified on the face hereof; and if this Note resets annually, the third
Wednesday of one month of each year, as specified on the face hereof; provided,
however, that the interest rate in effect from the date of issue to the first
Interest Reset Date will be the Initial Interest Rate specified on the face
hereof. If any Interest Reset Date would otherwise be a day that is not a
Business Day, the Interest Reset Date shall be postponed to the next day that is
a Business Day except that if (i) the rate of interest on this Note will be
determined in accordance with the provisions of the heading "Determination of
LIBOR" below and (ii) such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.
Subject to applicable provisions of law and except as specified herein or on the
face hereof, on each Interest Reset Date, the rate of interest on this Note
shall be the rate determined in accordance with the provisions of the applicable
heading below.


                                       6
<PAGE>
            Determination of Commercial Paper Rate. Unless otherwise specified
on the face hereof, if the Interest Rate Basis on this Note is the Commercial
Paper Rate, the interest rate with respect to this Note shall equal (i) the
Money Market Yield (calculated as described below) of the rate on such
Commercial Paper Interest Determination Date (as defined below) for commercial
paper having the Index Maturity specified on the face hereof, as such rate is
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 "Commercial Paper -- Nonfinancial," or (ii) if
such rate is not published prior to 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, the Money Market Yield of the rate on such Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified on
the face hereof as published in the daily update of H.15(519), available through
the website of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/cp/, or any successor site or publication
("H.15 Daily Update"), under the heading "Commercial Paper -- Nonfinancial" or
another recognized electronic source used for the purpose of displaying the
applicable rate, or (iii) if such rate is not published either in H.15(519) or
in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on such Calculation Date, the Money Market Yield of the
arithmetic mean (each as rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point, with five-millionths of a
percentage point rounded upwards) of the offered rates, as of 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 selected by the
Calculation Agent for commercial paper of the Index Maturity specified on the
face hereof placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical rating agency, adjusted in
each of the above cases by the addition or subtraction of the Spread, if any,
specified on the face hereof, and/or by multiplication by the Spread Multiplier,
if any, specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will remain the Commercial Paper Rate
then in effect on such Commercial Paper Interest Determination Date.

            "Money Market Yield" shall be the yield (expressed as a percentage
rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards) calculated in
accordance with the following formula:

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


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

            Determination of Federal Funds Rate. Unless otherwise specified on
the face hereof, if the Interest Rate Basis on this Note is the Federal Funds
Rate, the interest rate with respect to this Note shall equal (i) the rate on
such date for U.S. dollar federal funds as published in H.15(519) under the
heading "Federal funds (effective)," as such rate is displayed on the


                                       7
<PAGE>
Moneyline Telerate service. (or any successor service) on page 120 (or any other
page as may replace such page on such service) ("Telerate Page 120") or (ii) if
not so published on Telerate Page 120 by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Federal Funds Interest Determination Date,
the rate on such Federal Funds Interest Determination Date as published in H.15
Daily Update under the heading "Federal funds (effective)" or another recognized
electronic source used for the purpose of displaying the applicable rate, or
(iii) if such rate is not published either in H.15(519) or in H.15 Daily Update
or another recognized electronic source by 3:00 p.m., New York City time, on
such Calculation Date, the arithmetic mean of the rates for the last transaction
in overnight U.S. dollar federal funds arranged by each of three leading brokers
of federal funds transactions in the City of New York selected by the
Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds
Interest Determination Date, in each of the above cases adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
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 will
remain the Federal Funds Rate then in effect on such Federal Funds Interest
Determination Date.

            Determination of CD Rate. Unless otherwise indicated on the face
hereof, if the Interest Rate Basis on this Note is the CD Rate, the interest
rate with respect to this Note shall equal (i) the rate on such date for
negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "CDs
(Secondary Market)," or (ii) if not so published by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such CD Interest Determination Date,
the rate on such CD Interest Determination Date set forth in the H.15(519) Daily
Update for the day in respect of certificates of deposit having the Index
Maturity specified on the face hereof under the caption "CDs (Secondary Market)"
or another recognized electronic source used for the purpose of displaying the
applicable rate, or (iii) if such rate is not published either in H.15(519) or
in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on the Calculation Date, the arithmetic mean of the secondary
market offered rates as of 10:00 a.m., New York City time, on such CD Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in the City of New York selected by the Calculation
Agent for negotiable U.S. dollar certificates of deposit of major United States
money market banks for negotiable U.S. dollar certificates of deposit with a
remaining maturity closest to the Index Maturity in an amount that is
representative for a single transaction in that market at that time; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate will remain the CD Rate
then in effect on such CD Interest Determination Date.

            Determination of CMT Rate.Unless otherwise specified on the face
hereof, if the Interest Rate Basis on this Note is the CMT Rate, the interest
rate with respect to this Note shall equal:

            (i) if CMT Telerate Page 7051 is specified in the applicable pricing
supplement: (a) the percentage equal to the yield for United States Treasury
securities at "constant maturity" having the Index Maturity specified on the
face hereof as published in H.15(519) under the caption "Treasury Constant
Maturities", as the yield is displayed on the Moneyline Telerate service (or any
successor service) on page 7051 (or any other page as may replace the specified


                                       8
<PAGE>
page on that service) ("Telerate Page 7051"), for the particular CMT Interest
Determination Date, or (b) if the rate referred to in clause (a) does not so
appear on Telerate Page 7051, the percentage equal to the yield for United
States Treasury securities at "constant maturity" having the particular Index
Maturity and for the particular CMT Interest Determination Date as published in
H.15(519) under the caption "Treasury Constant Maturities", or (c) if the rate
referred to in clause (b) does not so appear in H.15(519), the rate on the
particular CMT Interest Determination Date for the period of the particular
Index Maturity as may then be published by either the Federal Reserve System
Board of Governors or the United States 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), or (d) if the rate referred to in clause (c)
is not so published, the rate on the particular CMT Interest Determination Date
calculated by the Calculation Agent as 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 that CMT 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 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 equal to the particular Index
Maturity, a remaining term to maturity no more than 1 year shorter than that
Index Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time, or (e) if fewer than
five but more than two of the prices referred to in clause (d) are provided as
requested, the rate on the particular CMT Interest Determination Date calculated
by the calculation agent based on the arithmetic mean of the bid prices obtained
and neither the highest nor the lowest of the quotations shall be eliminated, or
(f) if fewer than three prices referred to in clause (d) are provided as
requested, the rate on the particular CMT Interest Determination Date calculated
by the calculation agent as 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 that CMT 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 particular Index Maturity, a remaining term
to maturity closest to that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that market at that
time, or (g) if fewer than five but more than two prices referred to in clause
(f) are provided as requested, the rate on the particular CMT Interest
Determination Date calculated by the Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither the highest nor the lowest of the
quotations will be eliminated, or (h) if fewer than three prices referred to in
clause (f) are provided as requested, the CMT Rate in effect on the particular
CMT Interest Determination Date; or

            (ii) if CMT Telerate Page 7052 is specified on the face hereof: (a)
the percentage equal to the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at "constant
maturity" having the index maturity specified in the applicable pricing
supplement as published in H.15(519) opposite the caption "Treasury Constant
Maturities", as the yield is displayed on the Moneyline Telerate service (or any
successor service) (on page 7052 or any other page as may replace the specified
page on that service) ("Telerate Page 7052"), for the week or month, as
applicable, ended immediately


                                       9
<PAGE>
preceding the week or month, as applicable, in which the particular CMT Interest
Determination Date falls, or (b) if the rate referred to in clause (a) does not
so appear on Telerate Page 7052, the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States
Treasury securities at "constant maturity" having the particular Index Maturity
and for the week or month, as applicable, preceding the particular CMT Interest
Determination Date as published in H.15(519) opposite the caption "Treasury
Constant Maturities," or (c) if the rate referred to in clause (b) does not so
appear in H.15(519), the one-week or one-month, as specified on the face hereof,
average yield for United States Treasury securities at "constant maturity"
having the particular Index Maturity 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 the particular CMT Interest
Determination Date falls, or (d) if the rate referred to in clause (c) is not so
published, the rate on the particular CMT Interest Determination Date calculated
by the Calculation Agent as 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 that CMT 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
equal to the particular Index Maturity, a remaining term to maturity no more
than 1 year shorter than that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that market at that
time, or (e) if fewer than five but more than two of the prices referred to in
clause (d) are provided as requested, the rate on the particular CMT Interest
Determination Date calculated by the Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither the highest nor the lowest of the
quotations shall be eliminated, or (f) if fewer than three prices referred to in
clause (d) are provided as requested, the rate on the particular CMT Interest
Determination Date calculated by the Calculation Agent as 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 that CMT 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 particular Index
Maturity, a remaining term to maturity closest to that Index Maturity and in a
principal amount that is representative for a single transaction in the
securities in that market at the time, or (g) if fewer than five but more than
two prices referred to in clause (f) are provided as requested, the rate on the
particular CMT Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
or the lowest of the quotations will be eliminated, or (h) if fewer than three
prices referred to in clause (f) are provided as requested, the CMT Rate in
effect on that CMT Interest Determination Date.

            If two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to the particular Index Maturity, the quotes for
the United States Treasury security with the shorter original remaining term to
maturity will be used.


                                       10
<PAGE>
            Determination of Prime Rate. Unless otherwise specified on the face
hereof, if the Interest Rate Basis on this Note is the Prime Rate, the interest
rate with respect to this Note shall equal (i) the rate set forth for the
relevant Prime Rate Interest Determination Date (as defined below) as published
in H.15(519) under the heading "Bank prime loan," or (ii) 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 rate on such
Prime Rate Interest Determination Date as published in H.15 Daily Update
opposite the caption "Bank prime loan" or another recognized electronic source
used for the purpose of displaying the applicable rate, or (iii) if the rate is
not published prior to 3:00 p.m., New York City time, on such Calculation Date,
either in H.15(519) or in H.15 Daily Update or another recognized electronic
source, the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen USPRIME1 Page (as defined below) as such
bank's prime rate or base lending rate as of 11:00 a.m., New York City time, for
that Prime Rate Interest Determination Date, or (iv) if fewer than four such
quotations appear on the Reuters Screen USPRIME1 Page by 3:00 p.m., New York
City time, for the Prime Rate Interest Determination Date, the arithmetic mean
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 at least three major banks in the City of New
York selected by the Calculation Agent; provided, however, that if the banks or
trust companies selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate will remain the Prime Rate then in effect on such Prime
Rate Interest Determination Date. "Reuters Screen USPRIME1 Page" means the
display designated as page "USPRIME1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks).

            Determination of LIBOR. Unless otherwise specified on the face
hereof, if the Interest Rate Basis on this Note is LIBOR, the interest rate
payable with respect to this Note shall be determined in accordance with the
following provisions:

      (i)   With respect to any LIBOR Interest Determination Date (as defined
below), LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face
hereof, the arithmetic mean of the offered rates calculated by the Calculation
Agent, or the offered rate, if the LIBOR Page by its terms provides only for a
single rate for deposits in the LIBOR Currency having the Index Maturity
specified on the face hereof commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified on the face hereof,
the rate for deposits in the LIBOR Currency having the Index Maturity specified
on the face hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appears on such
Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest
Determination Date, adjusted in each case by the addition or subtraction of the
Spread, if any, specified on the face hereof, and/or by multiplication by the
Spread Multiplier, if any, specified on the face hereof. "LIBOR Currency" means
the currency specified on the face hereof as the currency for which LIBOR shall
be calculated. If no such currency is specified on the face hereof, the LIBOR
Currency shall be U.S. dollars. "Designated LIBOR Page" means either if "LIBOR
Reuters" is specified on the face hereof, the display on the Reuters Monitor
Money Rates Service (or any successor service) for the purpose of displaying the
London interbank rates


                                       11
<PAGE>
of major banks for the applicable LIBOR Currency, or if "LIBOR Telerate" is
specified on the face hereof, the display on the Moneyline Telerate service (or
any successor service) for the purpose of displaying the London interbank rates
of major banks for the applicable LIBOR Currency (if the U.S. dollar is the
LIBOR Currency, LIBOR will be determined as if Page 3750 had been specified).
"Page 3750" means the display designated as page "3750" on the Moneyline
Telerate service. (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers' Association for the purposes of displaying London interbank offered
rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is
specified on the face hereof, LIBOR for the applicable LIBOR Currency will be
determined as if LIBOR Telerate had been specified. In the case where (a) above
applies, if fewer than two offered rates appear on the Designated LIBOR Page, or
in the case where (b) above applies, if no rate appears on the Designated LIBOR
Page, as applicable, LIBOR in respect of such LIBOR Interest Determination Date
will be determined as if the parties had specified the rate described in (ii)
below.

            (ii)  With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear (if "LIBOR Reuters" is specified on the face
hereof) or no rate appears (if "LIBOR Telerate" is specified on the face
hereof), the Calculation Agent will determine LIBOR in respect of such LIBOR
Interest Determination Date as follows: 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 LIBOR Currency
for the period of the Index Maturity specified on the face hereof, commencing on
the second London Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative of a single transaction in such
LIBOR Currency in such market at such time, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof
and, if fewer than two quotations are provided, 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 for the
country of the LIBOR Currency on such LIBOR Interest Determination Date, by
three major banks in such principal financial center selected by the Calculation
Agent for loans in the LIBOR Currency to leading European banks, having the
Index Maturity that is representative for a single transaction in such LIBOR
Currency in such market at such time, in either case adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if the banks selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR will remain the LIBOR
then in effect on such LIBOR Interest Determination Date.

            Determination of Treasury Rate. Unless otherwise specified on the
face hereof, if the Interest Rate Basis on this Note is the Treasury Rate, the
interest rate payable with respect to this Note shall equal:

            (i) the rate for the auction held on the related Treasury Interest
Determination Date of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof under the caption
"INVESTMENT RATE" on the display on


                                       12
<PAGE>
Moneyline Telerate service. (or any successor service) on page 56 (of any other
page as may replace that page on that service) ("Telerate Page 56") or page 57
(or any other page as may replace that page on that service) ("Telerate Page
57"); or

            (ii) if the rate referred to in clause (i) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the rate (expressed as a Bond
Equivalent Yield, rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five-millionths of a percentage point rounded
upwards, on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Treasury Interest Determination Date of Treasury bills
having the Index Maturity specified on the face hereof as published in H.15
Daily Update under the caption "U.S. Government Securities/Treasury
Bills/Auction High" or another recognized electronic source used for the purpose
of displaying the applicable rate; or

            (iii) if the rate referred to in clause (ii) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the Treasury Rate will be the auction
average rate on such Treasury Interest Determination Date (expressed as a Bond
Equivalent Yield (as defined below), rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point, with five-millionths of a
percentage point rounded upwards, 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; or

            (iv) if the rate referred to in clause (iii) is not so announced by
the United States Department of the Treasury, or if the auction is not held,
then the Treasury Rate will be the rate (expressed as a Bond Equivalent Yield,
rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards on the basis
of a year of 365 or 366 days as applicable, and applied on a daily basis) on
such Treasury Interest Determination Date of Treasury bills having the Index
Maturity specified on the face hereof as published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market;" or

            (v) if the rate referred to in clause (iv) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the rate (expressed as a Bond
Equivalent Yield, rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five-millionths of a percentage point rounded
upwards, on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Treasury Interest Determination Date of Treasury bills
having the Index Maturity specified on the face hereof as published in H.15
Daily Update under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market" or another recognized electronic source used for the
purpose of displaying the applicable rate; or

            (vi) if the rate referred to in clause (v) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the Calculation Agent will determine
the Treasury Rate to be a yield to maturity (expressed as a Bond Equivalent
Yield, rounded, if necessary, to the nearest one-hundred-thousandth of a
percentage point, with five-millionths of a percentage point rounded upwards, 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


                                       13
<PAGE>
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Treasury Interest Determination Date, of three 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; or

            (vii) if the dealers selected in clause (vi) by the Calculation
Agent are not quoting as mentioned in clause (vi), the Treasury Rate will remain
the Treasury Rate then in effect on such Treasury Interest Determination Date;

and, in the case of each of clauses (i) through (vii) above, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof,
and/or by multiplication by the Spread Multiplier, if any, specified on the face
hereof.

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

                                              D x N
             Bond Equivalent Yield  =  -------------------  x 100
                                          360 - (D x M)

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the interest period
for which interest is being calculated.

            Indexed Notes. This Note may be issued with the principal amount
payable at Maturity and/or with interest payable hereon on an Interest Payment
Date to be determined by reference to the price or prices of specified
securities or commodities, securities or commodities exchange indices, the
relationship between two or more specified currencies or other factors (each an
"Indexed Note"), as shall be indicated above under "Other Terms." Specific
information pertaining to the method for determining the principal amount
payable at Maturity or the amount of interest to be paid on an Interest Payment
Date with reference to the specified index shall be included above under "Other
Terms."

            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 on this Note 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 law of general applicability.

            The Calculation Agent will, upon the request of the Holder of this
Note, provide to such Holder the interest rate hereon then in effect and, if
different, the interest rate which will become effective as a result of a
determination made on the most recent Interest Determination Date.

            Unless otherwise indicated on the face hereof and except as provided
below, interest will be payable, in the case of Notes which reset daily, weekly
or monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December


                                       14
<PAGE>
of each year, as indicated on the face hereof; in the case of Notes which reset
quarterly, on the third Wednesday of March, June, September and December of each
year; in the case of Notes which reset semi-annually, on the third Wednesday of
the two months of each year specified on the face hereof; and in the case of
Notes which reset annually, on the third Wednesday of the month specified on the
face hereof (each an "Interest Payment Date"), and in each case, at Maturity. If
any Interest Payment Date specified on the face hereof would otherwise be a day
that is not a Business Day, the Interest Payment Date shall be postponed to the
next day that is a Business Day, except that if (i) the rate of interest on this
Note shall be determined in accordance with the provisions of the heading
"Determination of LIBOR" above, and (ii) such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day.

            "Business Day" means (a) with respect to any Note, any day that is
not a Saturday or Sunday and that, in the City of New York, is not a day on
which banking institutions generally are authorized or required by law,
regulation or executive order to close, (b) if the Note is denominated in a
Specified Currency other than United States dollars, not a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in the principal financial center of the country issuing the Specified
Currency (but if the Specified Currency is the Euro, the day must also be a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open), and (c) if the rate of interest on this Note
shall be determined in accordance with the provisions of the heading
"Determination of LIBOR" above, a London Business Day. As used in the preceding
sentence, "principal financial center" means the capital city of the country
issuing the Specified Currency, or the capital city of the country to which the
LIBOR Currency relates, except that with respect to United States dollars,
Australian dollars, Canadian dollars, 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 LIBOR Currency, Melbourne), Toronto, Johannesburg and Zurich,
respectively. Unless otherwise specified on the face hereof, "London Business
Day" means any day on which commercial banks are open for business, including
dealings in the LIBOR Currency, in London.

            Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date if the rate of interest
on this Note shall be determined in accordance with the provisions of the
headings (a) "Determination of Commercial Paper Rate" above (the "Commercial
Paper Interest Determination Date"), (b) "Determination of Federal Funds Rate"
above (the "Federal Funds Interest Determination Date"), (c) "Determination of
CD Rate" above (the "CD Interest Determination Date") or (d) "Determination of
Prime Rate" above (the "Prime Rate Interest Determination Date") will be the
Business Day preceding such Interest Reset Date with respect to this Note if the
Interest Rate Basis on this Note is the Prime Rate or the Federal Funds Rate,
and the second Business Day preceding such Interest Reset Date if the Interest
Rate Basis on this Note is the Commercial Paper Rate or the CD Rate. Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date if the rate of interest on this Note shall
be determined in accordance with the provisions of the heading "Determination of
LIBOR" above (the "LIBOR Interest Determination Date") will be the second London
Business Day preceding such Interest Reset Date unless the LIBOR Currency is
British Pounds Sterling, in which case the LIBOR Interest Determination Date
will be the applicable Interest Reset Date. Unless otherwise specified on the
face hereof, the Interest Determination Date pertaining to an Interest Reset
Date if the rate of interest on this Note shall


                                       15
<PAGE>
be determined in accordance with the provisions of the heading "Determination of
Treasury Rate" above (the "Treasury Interest Determination Date") will be the
day of the week in which such Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are usually sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Treasury
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week. If an auction date shall fall on any Interest Reset
Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction date.

            Unless otherwise specified on the face hereof, the Calculation Date
pertaining to any Interest Determination Date, other than with respect to LIBOR
Notes, is the earlier of (i) the tenth day after such Interest Determination
Date or, if any 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, as the case may be.

            Unless otherwise specified on the face hereof, interest payments, if
any, will be the amount of interest accrued from and including the last date in
respect of which interest has been paid or duly provided for (or from and
including the Original Issue Date if no interest has been paid or provided for
with respect to this Note) to but excluding the Interest Payment Date or the
date of Maturity. Accrued interest hereon from the Original Issue Date or from
the last date to which interest hereon has been paid is calculated by
multiplying the face amount hereof by an accrued interest factor. Such accrued
interest factor is computed by adding the interest factor calculated for each
day from the Original Issue Date or from the last date to which interest shall
have been paid, to the date for which accrued interest is being calculated. The
interest factor for each day shall be computed by dividing the interest rate
applicable to such day by 360, in the case of the Commercial Paper Rate, Federal
Funds Rate, Prime Rate, CD Rate or LIBOR, or by the actual number of days in the
year in the case of the Treasury Rate. All percentages resulting from any
calculation hereon will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point rounded
upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or
..0987655). All dollar amounts used in or resulting from any calculation hereon
will be rounded, in the case of United states dollars, to the nearest cent or,
in the case of a Specified Currency other than Untied States dollars, to the
nearest unit (with one-half cent or unit being rounded upwards).

            If the Company has the option with respect to this Note to reset the
Spread and/or Spread Multiplier, such option will be indicated on the face
hereof, together with (i) the date or dates on which such Spread and/or Spread
Multiplier may be reset (each an "Optional Reset Date") and (ii) the basis or
formula, if any, for such resetting. The Company may exercise such option by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to an Optional Reset Date. Not later than 40 days prior to such Optional
Reset Date, the Trustee will mail to the Holder hereof a notice (the "Reset
Notice"), first class, postage prepaid, setting forth (i) the election of the
Company to reset the Spread and/or Spread Multiplier, (ii) such new Spread
and/or Spread Multiplier, and (iii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or, if there is no such next Optional Reset Date, to the Stated Maturity of this
Note (each such period a "Subsequent Interest


                                       16
<PAGE>
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during such
Subsequent Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to an
Optional Reset Date, the Company may, at its option, revoke the Spread and/or
Spread Multiplier provided for in the Reset Notice and establish a higher Spread
and/or Spread Multiplier for the Subsequent Interest Period commencing on such
Optional Reset Date by mailing or causing the Trustee to mail notice of such
higher Spread and/or Spread Multiplier first class, postage prepaid, to the
Holder hereof. Such notice shall be irrevocable. If the Spread and/or Spread
Multiplier is reset on an Optional Reset Date this Note will bear such higher
Spread and/or Spread Multiplier.

            If the Company elects to reset the Spread and/or Spread Multiplier
of this Note, the Holder hereof will have the option to elect repayment of this
Note by the Company on any Optional Reset Date at a price equal to the principal
amount hereof plus any accrued interest to such Optional Reset Date. In order
for this Note to be so repaid on an Optional Reset Date, the Holder hereof must
follow the procedures set forth below for optional repayment, except that the
period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days prior to such Optional Reset Date and except
that a Holder who has tendered this Note for repayment pursuant to a Reset
Notice may, by written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day prior to such Optional
Reset Date.

            If the Company has the option to extend the Stated Maturity of this
Note for one or more periods (each an "Extension Period") up to but not beyond
the date (the "Final Maturity Date") set forth on the face hereof, such option
will be indicated on the face hereof together with the basis or formula, if any,
for setting the Spread and/or Spread Multiplier applicable to any such Extension
Period. The Company may exercise such option with respect to this Note by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity in effect prior to the exercise of such option (the
"Original Stated Maturity"). No later than 40 days prior to the Original Stated
Maturity, the Trustee will mail to the Holder hereof a notice (the "Extension
Notice") relating to such Extension Period, first class, postage prepaid,
setting forth (i) the election of the Company to extend the Stated Maturity
hereof, (ii) the new Stated Maturity, (iii) the Spread and/or Spread Multiplier
applicable to the Extension Period, and (iv) the provisions, if any, for
redemption during the Extension Period, including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the
Trustee of an Extension Notice to the Holder of this Note, the Stated Maturity
of this Note shall be extended automatically as set forth in the Extension
Notice, and, except as modified by the Extension Notice and as described in the
next paragraph, this Note will have the same terms as prior to the mailing of
such Extension Notice.

            Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity for this Note, the Company may, at its option, revoke
the Spread and/or Spread Multiplier provided for in the Extension Notice and
establish a higher Spread and/or Spread Multiplier for the Extension Period by
mailing or causing the Trustee to mail notice of such higher Spread and/or
Spread Multiplier first class, postage prepaid, to the Holder hereof. Such


                                       17
<PAGE>
notice shall be irrevocable. All Notes with respect to which the Stated Maturity
is extended will bear such higher Spread and/or Spread Multiplier for the
Extension Period.

            If the Company elects to extend the Stated Maturity of this Note,
the Holder hereof will have the option to elect repayment of this Note by the
Company at the Original Stated Maturity at a price equal to the principal amount
hereof plus any accrued interest to such date. In order for this Note to be so
repaid on the Original Stated Maturity, the Holder hereof must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that a
Holder who has tendered this Note for repayment pursuant to an Extension Notice
may, by written notice to the Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to the Original Stated
Maturity.

            Unless one or more Redemption Dates is specified on the face hereof,
this Note shall not be redeemable at the option of the Company before the
Maturity Date specified on the face hereof. If one or more Redemption Dates (or
ranges of Redemption Dates) is so specified, this Note is subject to redemption
on any such date (or during any such range) at the option of the Company, upon
notice by first-class mail, mailed not less than 30 days nor more than 60 days
prior to the Redemption Date specified in such notice, at the applicable
Redemption Price specified on the face hereof (expressed as a percentage of the
principal amount of this Note), together in the case of any such redemption with
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is prior to the Redemption Date will be payable to the Holder of this
Note, or one or more Predecessor Notes, of record at the close of business on
the relevant Regular or Special Record Dates referred to on the face hereof, all
as provided in the Indenture. The Company may elect to redeem less than the
entire principal amount hereof, provided that the principal amount, if any, of
this Note that remains outstanding after such redemption is an Authorized
Denomination as defined herein.

            Unless one or more Repayment Dates is specified on the face hereof,
this Note shall not be repayable at the option of the Holder on any date prior
to the Maturity Date specified on the face hereof. If one or more Repayment
Dates (or ranges of Repayment Dates) is so specified, this Note is subject to
repayment on any such date (or during any such range) at the option of the
Holder at the applicable Repayment Price specified on the face hereof (expressed
as a percentage of the principal amount of this Note), together in the case of
any such repayment with accrued interest to the Repayment Date, but interest
installments whose Stated Maturity is prior to the Repayment Date will be
payable to the Holder of this Note, or one or more Predecessor Notes, of record
at the close of business on the relevant Regular or Special Record Dates
referred to on the face hereof, all as provided in the Indenture. For this Note
to be repaid at the option of the Holder, the Trustee must receive at the
principal office of its Corporate Trust Department in the City of New York, at
least 30 days but not more than 45 days prior to the Repayment Date on which
this Note is to be repaid, this Note and a statement that the option to elect
repayment is being exercised thereby. Exercise of the repayment option by the
Holder shall be irrevocable except to the extent permitted in connection with an
interest rate reset or an extension of maturity, each as described above. The
repayment option with respect to this Note may be exercised by the Holder for
less than the entire principal amount hereof, provided that the


                                       18
<PAGE>
principal amount, if any, of this Note that remains outstanding after such
repayment is an Authorized Denomination as defined herein.

            [Insert if the Security is to be a Certificated Security - In the
event of redemption or repayment of this Note in part only, a new Note or Notes
of this series and of like tenor and for a principal amount equal to the
unredeemed or unrepaid portion will be delivered to the registered Holder upon
the cancellation hereof.]

            [Insert if the Security is to be a Global Security - In the event of
redemption or repayment of this Note in part only, the principal amount shall be
reduced.]

            If this is a Foreign Currency Note to be paid in United States
dollars, the United States dollar amount to be received in respect hereof will
be based upon the exchange rate as determined by the Exchange Rate Agent based
on the highest firm bid quotation for United States dollars received by such
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 in the City of New York selected by the Exchange Rate
Agent and approved by the Company (one of which may be the Exchange Rate Agent)
for the purchase by the quoting dealer, for settlement on such payment date, of
the aggregate amount of the Specified Currency payable on such payment date in
respect of this Note. If no such bid quotations are available, payments will be
made in the Specified Currency, unless such Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case the Company will be entitled to make payments
in respect hereof in United States dollars as provided below. All currency
exchange costs will be borne by the Holder hereof by deductions from such
payments.

            If a Holder is to receive payments in a Specified Currency other
than United States dollars as described on the face hereof, payments of
principal of (and premium, if any) and interest will be paid in immediately
available funds by wire transfer to an account maintained by the Holder with a
bank designated by the Holder (which in the case of Global Securities will be
the Depositary or its nominee) on or prior to the Regular Record Date or at
least 15 days prior to Maturity, as the case may be, provided that such bank has
the appropriate facilities for such a payment in the Specified Currency,
provided, however, that with respect to payments of principal and premium, if
any, and interest at Maturity this Note is presented to the Trustee in time for
the Trustee to make such payment in accordance with its normal procedures, which
shall require presentation no later than two Business Days prior to Maturity in
order to ensure the availability of immediately available funds in the Specified
Currency at Maturity.

            If payment on this Note is required to be made in a Specified
Currency other than United States dollars and such currency is unavailable in
the good faith judgment of the Company due to the imposition of exchange
controls or to other circumstances beyond the Company's control, or is no longer
used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international
banking community, then all payments with respect to this Note shall be made in
United States dollars until such currency is again available or so used. The
amount so payable on any date in such Specified Currency shall be converted into
United States dollars at a rate determined by the Exchange Rate Agent on the
basis of the Market Exchange Rate on the second Business Day


                                       19
<PAGE>
prior to such payment, or, if the Market Exchange Rate is not then available,
the most recently available Market Exchange Rate or as otherwise determined in
good faith by the Company if the foregoing is impracticable.

            If this is a Foreign Currency Note, in the event of an official
redenomination of such foreign currency (including, without limitation, an
official redenomination of a foreign currency that is a composite currency) the
obligations of the Company with respect to payments on this Note denominated in
such currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. No adjustment will be made to any amount payable under this Note
as a result of (a) any change in the value of a foreign currency relative to any
other currency due solely to fluctuations in exchange rates or (b) any
redenomination of any component currency of any composite currency (unless such
composite currency is itself officially redenominated).

            If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Unless otherwise specified on the face hereof, if any Original Issue
Discount Note (as defined below) is redeemed by the Company or repaid at the
option of the Holder, each as described above, or if the principal of any
Original Issue Discount Note is declared to be due and payable immediately
pursuant to this paragraph, the amount of principal due and payable with respect
to this Note shall be limited to the sum of the aggregate principal amount of
this Note multiplied by the Issue Price (expressed as a percentage of the
aggregate principal amount) plus the original issue discount accrued from the
date of issue to the date of redemption, repayment or declaration, as
applicable, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in effect
on the date of redemption, repayment or declaration. Unless otherwise specified
on the face hereof, an Original Issue Discount Note is a Note which has a stated
redemption price at maturity that exceeds its Issue Price by at least 0.25% of
the stated redemption price at maturity, multiplied by the number of complete
years from the Original Issue Date to the Maturity Date for this Note.

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


                                       20
<PAGE>
            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 premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the Holder's right to
enforce the Indenture and this Note.

            As provided in the Indenture and subject to certain limitations set
forth therein and as may be set forth on the face hereof, the transfer of this
Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series of like tenor, of Authorized Denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

            [Insert if the Security is a Global Security - This Note is a Global
Note and shall be exchangeable for Notes registered in the names of Persons
other than the Depositary with respect to this Global Note or its nominee only
if (A) such Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Note or at any time ceases to be a
clearing agency registered as such under the Securities Exchange Act of 1934, as
amended, (B) the Company in its discretion executes and delivers to the Trustee
a Company Order that this Global Note shall be exchangeable or (C) there shall
have occurred and be continuing an Event of Default with respect to the Notes.
If this Global Note is exchangeable pursuant to the preceding sentence, it shall
be exchangeable for Notes issuable in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof, registered in such names as such
Depositary shall direct.]

            The Notes of this series are issuable, in the case of Notes
denominated in United States dollars, in denominations of U.S. $1,000 and any
integral multiple of U.S. $1,000 in excess thereof and, in the case of Notes
denominated in a Specified Currency other than United States dollars, in the
authorized denominations set forth on the face hereof (in each case, an
"Authorized Denomination"). As provided in the Indenture and subject to certain
limitations set forth therein and as may be set forth on the face hereof, Notes
of this series are exchangeable for a like aggregate principal amount of Notes
of this series of like tenor of a different Authorized Denomination, as
requested by the Holder surrendering the same.

            No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other govern-mental charge payable in connection therewith.

            The Notes of this series may be issued in the form of one or more
Global Securities to The Depository Trust Company as depositary for the Global
Securities of this series (the "Depositary") or its nominee and registered in
the name of the Depositary or such nominee.

            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


                                       21
<PAGE>
this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

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

            All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                        ________________________________


                                       22
<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 TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE



________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.

                              __________________________________________________
Dated: ________________       NOTICE: The signature to this assignment must
                              correspond with the name as written upon the face
                              of the within instrument in every particular,
                              without alteration or enlargement or any change
                              whatever.


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