<PAGE>

                                                                     EXHIBIT 4.8

                               [FACE OF SECURITY]

REGISTERED                                                            REGISTERED

No. FXR

CUSIP

                   CATERPILLAR FINANCIAL SERVICES CORPORATION
                           MEDIUM-TERM NOTE, SERIES F
                                  (Fixed 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 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:

ORIGINAL ISSUE DATE:

INTEREST RATE:

MATURITY DATE:

SPECIFIED CURRENCY:

[ ]   U.S. dollars

[ ]   Other:

OPTION TO ELECT PAYMENT IN U.S. DOLLARS
(only applicable if Specified Currency is other than U.S. dollars):

[ ]   Yes   [ ]   No

AUTHORIZED DENOMINATIONS
(only applicable if Specified Currency is other than U.S. dollars):

EXCHANGE RATE AGENT
(if other than U.S. Bank Trust N.A.):

THIS NOTE IS A:


[ ]  Global Note

[ ]   Certificated Note (only applicable if Specified Currency is other than
      U.S. dollars)
<PAGE>
ORIGINAL ISSUE DISCOUNT NOTE:

[ ]   Yes   [ ]   No

TOTAL AMOUNT OF OID:

ISSUE PRICE
(expressed as a percentage of aggregate principal amount):

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

REDEMPTION PRICE(S):

TERMS OF AMORTIZING NOTES:

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

REPAYMENT PRICE(S):

OTHER TERMS:

STATED MATURITY EXTENSION OPTION:

[ ]   Yes   [ ]   No

EXTENSION PERIOD(S) AND FINAL MATURITY DATE
(only applicable if option to extend stated maturity):

BASIS FOR INTEREST RATE DURING EXTENSION PERIOD
(only applicable if option to extend stated maturity):

INTEREST RATE RESET OPTION:

[ ]   Yes   [ ]   No

OPTIONAL RESET DATES
(only applicable if option to reset interest rates):

BASIS FOR INTEREST RATE RESET
(only applicable if option to reset interest rates):

      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, semi-annually on April 1 and
October 1 of each year 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 set forth 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 March 15 or September 15 (whether or
not a Business Day), as the case may be, next preceding the April 1 and October
1 Interest Payment Dates; 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


                                       2
<PAGE>
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 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.]


                                       3
<PAGE>
      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
                                  (Fixed 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.

      Interest payments for this Note will include 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) to but excluding the Interest Payment Dates. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year
of twelve 30-day months.

      If the Company has the option with respect to this Note to reset the
interest rate, such option will be indicated on the face hereof, together with
(i) the date or dates on which such interest rate 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 interest
rate, (ii) such new interest rate, 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


                                       6
<PAGE>
Interest 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 interest rate provided
for in the Reset Notice and establish a higher interest rate for the Subsequent
Interest Period commencing on such Optional Reset Date by mailing or causing the
Trustee to mail notice of such higher interest rate first class, postage
prepaid, to the Holder hereof. Such notice shall be irrevocable. If the interest
rate is reset on an Optional Reset Date this Note will bear such higher interest
rate.

      If the Company elects to reset the interest rate 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 a 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 interest rate 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
of this Note 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 of this Note, (ii)
the new Stated Maturity, (iii) the interest rate 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 hereof, 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 interest rate provided for in the Extension Notice and establish a higher
interest rate for the Extension Period by mailing or causing the Trustee to mail
notice of such higher interest rate first class, postage prepaid, to the Holder
hereof. Such notice shall be irrevocable. All Notes with respect to which the
Stated Maturity is extended will bear such higher interest rate for the
Extension Period.


                                       7
<PAGE>
      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 principal
amount, if any, of this Note that remains outstanding after such repayment is an
Authorized Denomination as defined herein.


                                       8
<PAGE>
      [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 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.


                                       9
<PAGE>
      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 its 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.

      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


                                       10
<PAGE>
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.

      "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 and (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). As used in the preceding sentence, "principal
financial center" means the capital city of the country issuing the Specified
Currency, except that with respect to United States dollars, Australian dollars,
Canadian dollars, Swiss francs and South African rand, the "principal financial
center" shall be the City of New York, Sydney, Toronto, Zurich and Johannesburg,
respectively.


                                       11
<PAGE>
      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      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 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.

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


                                       12
<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

/-------------------------/  --------------------------------------

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

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

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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.