<PAGE>

SERIES G FLOATING RATE NOTE                                         Exhibit 4(e)

REGISTERED                                                      PRINCIPAL AMOUNT

NO.                          McDONALD'S CORPORATION
                           MEDIUM-TERM NOTE, SERIES G
                                (FLOATING RATE)                            CUSIP

               Due from One Year to 60 Years from Date of Issue

          IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE
DEPOSITORY TRUST COMPANY  ("DTC") OR A NOMINEE OF DTC, THIS NOTE IS A GLOBAL
SECURITY AND THE FOLLOWING LEGEND IS APPLICABLE: UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
REPRESENTED HEREBY IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR
BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


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

<TABLE>
<S>                      <C>                      <C>
Issue Price:             %                        Original Issue Date:

Initial Interest Rate:   %                        Stated Maturity:

Specified Currency:
     (Applicable only if other than U.S. dollars)

     Option to Receive Payments in Specified Currency:     [_]   Yes    [_]   No
          (Applicable only if Specified Currency is other than U.S. dollars and if this Note is not a Book-Entry Note)

Method of Payment of Principal:
     (Applicable only if other than immediately available funds)

Authorized Denominations:
     (Applicable only if other than U.S. $1,000 and increments of $1,000 or if
Specified Currency is other than U.S. dollars)

Base Rate:  [_] CD Rate   [_] CMT Rate  [_] Commercial Paper   [_] Federal Funds Rate  [_] LIBOR  [_] Treasury Rate  [_] Prime Rate
            [_] Other (see attached)

If Base Rate is CMT Rate, specify Designated CMT Telerate Page:

If Base Rate is LIBOR, specify:        LIBOR Reuters:                Designated LIBOR Page:                LIBOR Telerate:

Interest Reset Period:                 Index Currency:                                         Index Maturity:

Interest Reset Dates:
     (Applicable only if other than as described on the reverse hereof)

Interest Payment Dates:

Interest Accrual:
     (Applicable only if other than as described on the reverse hereof)

Spread Multiplier:                                                                             Spread (+/-):

Maximum Interest Rate:                                                                         Minimum Interest Rate:

Optional Redemption:

     Optional Redemption Dates:

     Redemption Prices:

        [_]    The Redemption Price shall initially be % of the principal amount of the Note to be redeemed and shall decline at
               each anniversary of the initial Optional Redemption Date by % of the principal amount to be redeemed until the
               Redemption Price is 100% of such principal amount; provided, however, that if this Note is an Original Issue Discount
                                                                  --------  -------
               Note, the Redemption Price shall be the Amortized Face Amount of the principal amount to be redeemed.

        [_]    Other:

Sinking Fund:                                                                                  Amortizing Note:
     Sinking Fund Dates:                                                                            Amortization Schedule:
     Sinking Fund Amounts:

Optional Repayment:                                                                            Original Issue Discount Note:
     Optional Repayment Dates:                                                                      Total Amount of OID:
     Optional Repayment Prices:                                                                     Yield to Stated Maturity:
                                                                                                    Initial Accrual Period OID:
</TABLE>
<PAGE>

     McDONALD'S CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
or registered assigns, on the Stated Maturity shown above, the principal sum
specified above (or so much thereof as shall then remain outstanding) in the
currency specified above (the "Specified Currency") and to pay interest on the
principal sum outstanding from time to time in the Specified Currency at the
Initial Interest Rate shown above from and including the Original Issue Date
shown above until but excluding the first Interest Reset Date shown above
following the Original Issue Date and thereafter at the Base Rate shown above,
adjusted by the Spread and/or Spread Multiplier, if any, shown above, determined
in accordance with the provisions on the reverse hereof, until said principal
amount is paid or duly provided for in accordance with the terms hereof.  The
interest so payable, and punctually paid or duly provided for, on each Interest
Payment Date as specified on the face hereof shall, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
is registered at the close of business on the Regular Record Date for such
interest as specified on the face hereof, which, unless otherwise specified on
the face hereof, shall be the date (whether or not a Business Day), 15 calendar
days immediately preceding such Interest Payment Date.  Notwithstanding the
foregoing, if this Note is issued between a Regular Record Date and the related
Interest Payment Date, the interest so payable for the period from the Original
Issue Date to such Interest Payment Date shall be paid on the next succeeding
Interest Payment Date to the Registered Holder hereof on the related Regular
Record Date.  For purposes of this Note, "Business Day" means any day, other
than Saturday or Sunday, that is (i) neither a legal holiday nor a day on which
banking institutions are authorized or required by law, regulation or executive
order to close in (a) The City of New York, (b) the City of Chicago, or (c) if
the Specified Currency for this Note is other than U.S. dollars, or Euro, the
Principal Financial Center (as defined below) of the country issuing such
currency; (ii) if the Specified Currency for this Note is Euro, a day on which
the TARGET System is operating or in any other place or any other days as may be
specified herein; and (iii) if this Note is a LIBOR Note, a London Business Day.
"Principal Financial Center" will generally be the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this Note is to be made, except that with respect to Australian dollars,
Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the Principal
Financial Center shall be Sydney, Frankfurt, Amsterdam, Milan and Zurich,
respectively. "London Business Day" means (i) if the Index Currency (as defined
on the face hereof) is other than Euro, any day on which dealings in such Index
Currency are transacted in the London interbank market or (ii) if the Index
Currency is Euro, a day on which the TARGET System is operating or in any other
place or any other days as may be specified herein.

     The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above.  If the Specified Currency shown
above is other than U.S. dollars, the Company or the Paying Agent will (unless
otherwise specified on the face hereof) arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the reverse hereof.
The Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by delivery of a written notice to the
Paying Agent not later than 15 calendar days prior to the applicable payment
date.  Such election will remain in effect until revoked by written notice to
the Paying Agent received not later than 15 calendar days prior to the
applicable payment date.  If the Company determines that the Specified Currency
is not available to the Company for making payments in respect hereof due to the
imposition of exchange controls or other

                                      F-2
<PAGE>

circumstances beyond the Company's control, then the Holder hereof may not so
elect to receive payments in the Specified Currency, and any such outstanding
election shall be automatically suspended, and payments shall be in U.S.
dollars, until the Company determines that the Specified Currency is again
available to the Company for making such payments.

     If this Note is a Certificated Note, payments of interest in U.S. dollars
(other than interest payable at Maturity) will be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the Debt
Security Register on the applicable Regular Record Date, provided that, if the
                                                         --------
Holder hereof is the Holder of U.S.$10,000,000 (or the equivalent thereof in a
Specified Currency other than U.S. dollars determined as provided on the reverse
hereof) or more in aggregate principal amount of Notes of like tenor and term,
such U.S. dollar interest payments will be made by wire transfer of immediately
available funds, but only if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than 15 calendar days prior to
the applicable Interest Payment Date.  Simultaneously with any election by the
Holder hereof to receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder shall provide appropriate wire
transfer instructions to the Paying Agent and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States.  Unless otherwise specified
on the face hereof, the principal hereof and any premium and interest hereon
payable at Maturity will be paid in immediately available funds upon surrender
of this Note at the Place of Payment.  If this Note is a Global Security,
beneficial owners of interest herein will be paid in accordance with DTC's and
its participants' procedures in effect from time to time.

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

     Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof (or by an Authenticating Agent, as
provided in the Indenture) by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                                      F-3
<PAGE>

     IN WITNESS WHEREOF, McDonald's Corporation has caused this Note to be
signed in its corporate name by the Chairman of the Board or its President or
one of its Vice Presidents manually or in facsimile and a facsimile of its
corporate seal to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.

Dated:___________

                                        McDONALD'S CORPORATION


                                        By:___________________________________
                                           Senior Vice President and Treasurer

ATTEST:

By:_____________________________
   Secretary


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Debt Securities of the series designated herein provided
for in the within mentioned Indenture.


Dated:___________

                                        FIRST UNION NATIONAL BANK,
                                             as Trustee

                                        BANK ONE TRUST COMPANY, N.A.,
                                             as Authenticating Agent

                                        By:________________________________
                                             Authorized Signatory

                                      F-4
<PAGE>

                            McDONALD'S CORPORATION
                          MEDIUM-TERM NOTE, SERIES G
                                (FLOATING RATE)

     This Note is one of a series of duly authorized issue of debentures, notes
or other evidences of indebtedness of the Company (the "Debt Securities") of a
series hereinafter specified, all issued or to be issued in one or more series
under a Senior Debt Securities Indenture, dated as of October 19, 1996 (herein
called the "Indenture"), between the Company and First Union National Bank, as
trustee (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 Debt Securities and of the terms upon which the Debt Securities are, and are
to be, authenticated and delivered.  The Debt Securities may be issued in one or
more series, which different series may be issued in various currencies, may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided.  This Debt Security
is one of the series designated on the face hereof, limited in aggregate initial
public offering price or purchase price of up to U.S.$1,500,000,000 or the
equivalent thereof in one or more foreign or composite currencies, including the
Euro, subject to reduction as a result of the sale of other Debt Securities.
The U.S. dollar equivalent of the public offering price or purchase price of
Notes denominated in a foreign or composite currency will be determined by an
agent designated by the Company, which initially shall be Bank One Trust
Company, N.A. (the "Paying Agent"), on the basis of the noon buying rate in New
York City for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such currencies on the applicable trade dates.

     "Maturity", when used with respect to this Note, means the date on which
the principal of this Note or an installment of principal becomes due and
payable as provided herein or in the Indenture, whether at Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     Unless otherwise specified on the face hereof in the case of Notes
represented by a Global Security, the authorized denominations of Notes
denominated in U.S. dollars will be U.S.$1,000 and any larger amount that is a
multiple of U.S.$1,000.  The authorized denominations of Notes denominated in a
currency other than U.S. dollars will be as set forth on the respective faces
thereof.

     Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note.

     If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Paying Agent based on the highest firm bid quotation expressed in U.S. dollars
received by the Paying Agent as of 11:00

                                      R-1
<PAGE>

a.m., New York City time, on the second Business Day before the applicable
payment date (or, if no such rate is quoted on such date, the Paying Agent will
use the last date on which such rate was quoted) from three (or, if three are
not available, then two) recognized foreign exchange dealers in The City of New
York (which may include the agents, their affiliates or the Paying Agent)
selected by the Paying 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 all Notes denominated in
such Specified Currency. All currency exchange costs will be borne by the
Holders of such Notes by deductions from such U.S. dollar payments. If no such
bid quotations are available, then such payments will be made in the Specified
Currency, unless the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control, in
which case payment will be made as described in the next paragraph.

     If the Specified Currency is other than U.S. dollars and this Note is a
Global Note, the Holder of a beneficial interest in this Global Note may elect
to receive a payment or payments in the Specified Currency by notifying the DTC
participant through which its Notes are held on or prior to the applicable
Record Date of (1) the Holder's election to receive all or a portion of the
payment in the Specified Currency, and (2) wire transfer instructions to an
account located outside of the United States.  DTC must be notified of an
election and wire transfer instructions (1) on or prior to the third New York
Business Day (as defined below) after the Record Date for any payment of
interest, and (2) on or prior to the tenth New York Business Day after the
Record Date for any payment of principal.  DTC will notify the Paying Agent of
an election and wire transfer instructions (1) on or prior to 5:00 p.m. New York
City time on the fifth New York Business Day after the Record Date for any
payment of interest, and (2) on or prior to 5:00 p.m. New York City time on the
twelfth New York Business Day after the Record Date for any payment of
principal.  If complete instructions are forwarded to DTC through DTC
participants and by DTC to the Paying Agent on or prior to such dates, such
Holder will receive payment in the Specified Currency outside of DTC; otherwise,
only U.S. dollar payments will be made by the Paying Agent to DTC.

     The term "New York Business Day" means any day other than a Saturday or
Sunday or a day on which banking institutions in the City of New York are
authorized or required by law or executive order to close.

     Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is
unavailable to the Company due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency (unless otherwise replaced by
the Euro) or for the settlement of transactions by public institutions of or
within the international banking community, then such payment shall be made in
U.S. dollars until such currency is again available to the Company or so used.
The amount so payable in such foreign currency shall be converted into U.S.
dollars on the basis of the most recently available Market Exchange Rate for
such currency or as otherwise indicated on the face hereof.  Any payment made
under such circumstances in U.S. dollars will not constitute an Event of Default
under the Indenture.

                                      R-2
<PAGE>

     If the principal of and any interest and premium, if any, on the Notes of a
series is payable in any Specified Currency other than U.S. dollars and (i) the
country of which such Specified Currency has been a currency of legal tender for
the payment of public and private debts (the "Currency Country") becomes a
Participating Member State (as defined below), then the Issuer may, solely at
its option and without the consent of the Holders of such Notes or the need to
amend the Indenture, on any Interest Payment Date after the EMU Date and after
the date on which such country has become a Participating Member State has
occurred, respectively (such Interest Payment Date, a "Redenomination Date"),
redenominate all of the Notes of such series into Euros (whether or not any
Other Securities (as defined below) are so redenominated) upon the giving of not
less than 30 days' notice thereof in accordance with the terms of such Notes,
which notice shall set forth the manner in which such redenomination shall be
effected.  If the Issuer elects to so redenominate a series of Notes, the Notes
of such series shall be redenominated:

          (i)  in such manner and subject to such procedures as the Issuer shall
     determine to be consistent with existing or anticipated market practice for
     the redenomination into Euros of debt obligations issued in the Euromarkets
     (whether denominated in such Specified Currency or otherwise) which are
     held in international clearing systems ("euromarket debt obligations"); or

          (ii) if no such determination as set out in clause (i) above is made,
     the Issuer shall convert the nominal Specified Currency amount of each Note
     of such series into Euros by using the Fixed Conversion Rate (as defined
     below) and rounding the resultant figure to the nearest cent (with 0.005 of
     a Euro being rounded upwards) (the "Redenominated Amount") and the Notes of
     the same series denominated in such Specified Currency shall be replaced
     either (1) by the Notes of the same series equal in value to the
     Redenominated Amount, denominated in Euros, each with a denomination of one
     cent; or (2) if the international clearing systems in which the Notes are
     then cleared and settled do not then accept for clearance and settlement
     redenominated euromarket debt obligations, each with a denomination of one
     cent, by Notes of the same series equal in value to the Redenominated
     Amount, denominated in Euros, each with a denomination of one Euro. Any
     balance remaining from a redenomination in accordance with clause (2) above
     shall be paid by way of cash adjustment. Such cash adjustment shall be
     payable in Euros on the Redenomination Date to, or to the order of, the
     Holders of the Notes of such series in a manner substantially similar to
     that provided herein for the payment of interest on the Notes.

     Despite the above procedures, the Issuer may, solely at its option and
without the consent of the Holders of the Notes or a series or the need to amend
the Indenture, upon the giving of not less than 30 days' irrevocable notice
thereof in accordance with the terms hereof (which notice shall set forth the
manner in which such further redenomination shall be effected), elect that, with
effect from the Redenomination Date for such series or such later Interest
Payment Date as it may specify (the "Specified Date"), the denominations of the
Notes of such series shall be one cent (if applicable), Euro 1, Euro 10, Euro
100, Euro 1,000, Euro 10,000, Euro 100,000 and Euro 1,000,000; provided,
however, that in no event shall the

                                      R-3
<PAGE>

minimum denominations of such Notes after the Redenomination Date with respect
thereto be lower than the equivalent of any minimum denominations of such Notes
required by law, regulation or market practice. If the Issuer so elects, the
then-existing Euro-denominated Notes of a series ("Original Euro Notes") shall
be exchangeable for Notes of such new denomination ("New Euro Notes") having the
same aggregate nominal amount as the Original Euro Notes so exchanged, in
accordance with procedures to be set forth in the relevant notice of
redenomination.

     The definitions of Business Day and Market Day that shall apply to the
Notes for payments on or in respect thereof following any redenomination thereof
and for all other purposes under the Notes and under the Indenture shall be (A)
business day and market day definitions for fixed or floating rate (as
applicable) Euro-denominated debt obligations issued in the Euromarkets and held
in international clearing systems which are consistent with existing or
anticipated market practices as determined by the Issuer or (B) if no such
Business Day and Market Day definitions are so determined, the definitions of
Business Day and Market Day which applied to such Notes before redenomination or
(C) if the Issuer would be unable to make payments on the Notes on the date that
payment is expressed to be due if (B) above were to apply, such other business
day and market day definitions as are determined by the Issuer.

     If the Notes of a series are to be consolidated with Other Securities (as
defined below) by reference to the same Interest Payment Date as a
redenomination of the Notes of such series into Euros or to an Interest Payment
Date following the Interest Payment Date by reference to which the Notes of such
series are redenominated in Euros, the provisions below concerning consolidation
of Notes shall apply with effect from the Consolidation Date (as defined below)
for such consolidation.

     If a Note redenominated in accordance with this section is a Floating Rate
Security, the rate of interest that shall apply to such Note from, and
including, the Interest Payment Date falling on or immediately prior to the
Redenomination Date shall be (i) the interest rate which applied to such Note
prior to the redenomination, with "Euros" substituted for the Specified Currency
specified for such Note, unless such interest rate is inconsistent with the
then-existing or anticipated market practice for Euro-denominated Euromarket
debt obligations with floating rate interest payments of frequencies identical
or substantially similar to the frequency of interest payments hereunder and
held in international clearing systems, as determined by the Issuer, or (ii) if
such interest rate is so inconsistent, the interest rate which is consistent
with the then-existing or anticipated market practice for Euro-denominated
Euromarket debt obligations and held in international clearing systems, in each
case with such interest rate equal to the interest rate applicable hereto
(adjusted as aforesaid) plus or minus any spread indicated in the Pricing
Supplement for such Notes, as determined by the Issuer.

     Unless and until the Notes of a series redenominated in accordance with the
provisions hereof are to be consolidated with Other Securities in accordance
with the provisions below concerning consolidation of Notes, the interest
accrual basis and the provisions of the Notes of such series relating to the
source and determination of such interest accrual basis that shall apply to such
Notes from, and including, the Interest Payment Date falling on or immediately

                                      R-4
<PAGE>

prior to the Redenomination Date shall be (i) the interest accrual basis and
such provisions which applied to such Notes prior to such redenomination, unless
such interest accrual basis is and/or such provisions are inconsistent with the
then-existing or anticipated market practice for Euro-denominated debt
obligations issued in the euromarkets with fixed rate or floating rate interest
payments (as the case may be) of frequencies identical or substantially similar
to the frequency of interest payments under such Notes, based, in the case of
floating interest rate payments, on the reference rate applicable to such Notes
prior to the Redenomination Date and held in international clearing systems as
determined by the Issuer or (ii) if the interest accrual basis which applied to
such Notes prior to the Redenomination Date is and/or such provisions are so
inconsistent, the interest accrual basis and/or the provisions of the Notes of
such series relating to the source and determination of such interest accrual
basis, as the case may be, which is consistent with the then-existing or
anticipated market practice for Euro-denominated debt obligations issued in the
euromarkets with fixed rate or floating rate interest payments (as the case may
be) of frequencies identical or substantially similar to the frequency of
interest payments under such Notes, based, in the case of floating interest rate
payments, on the reference rate applicable to such Notes (adjusted as aforesaid)
and held in international clearing systems as determined by the Issuer.

     The Issuer may, with the consent of the Trustee, and without the need to
obtain the consent of the Holder of any Note, make any changes or additions to
the terms of the Notes of a series which (i) the Issuer or the Trustee believes
are necessary or appropriate to facilitate the implementation of the practical
aspects of this section as they relate to such Notes in the context of the
introduction of the Euro or (ii) correct any clear error or any ambiguity or
correct or supplement any defective provisions described herein and which
changes or additions the Issuer and the Trustee believe are not materially
prejudicial to the interests of the Holders of the Notes of such series.  Any
such change or addition shall be binding on the Issuer, the Holders of the Notes
of such series, the Trustee, the Paying Agents and any other agent of the
Issuer.  The Issuer shall promptly give notice of any such change or addition.

     "EMU" means Economic and Monetary Union as contemplated by the Treaty of
Rome;

     "EMU Date" means the day on which the third stage of EMU has started or
events have occurred which have substantially the same effects and which result
in substantially the same consequences as the effects and consequences of the
start of third stage of EMU as contemplated by the Maastricht Treaty in effect
as of the date of the Indenture;

     "Euro" means the single or unified currency to be introduced in the
Participating Member States, whether known as the Euro or otherwise;

     "Fixed Conversion Rate" with respect to any Specified Currency means the
irrevocably fixed conversion rate between the Euro and such Specified Currency
adopted by the Council of the European Union according to Article 109 1(4) first
sentence of the Treaty of Rome;

     "Maastricht Treaty" means the treaty on European Union which was signed in
Maastricht on February 1, 1992 and came into force on November 1, 1993;

                                      R-5
<PAGE>

     "Participating Member State" means a member state of the European Community
that adopts the Euro in accordance with the Treaty of Rome; and

     "Treaty of Rome" means the Treaty of Rome of March 25, 1957, as amended by
the Single European Act of 1986 and the Maastricht Treaty, establishing the
European Community, as amended from time to time.

     If (i) the principal of and any interest and premium (if any) on the Notes
of a series is payable in any Specified Currency other than U.S. dollars and
(ii) after the EMU Date, the Currency Country has become a Participating Member
State, then, subject to the provisions below, the Issuer may, without the
consent of the Holders of such Notes or the need to amend the Indenture, on any
Interest Payment Date after the EMU Date (as defined above) has occurred (or if
that day is not a business day in any location(s) which is or are determined by
the Issuer to be necessary or appropriate for the consolidation of the Notes of
such series, the next following day which is a business day in such location(s))
(each a "Consolidation Date"), and on the giving of not less than 30 days'
notice prior to the Interest Payment Date falling on or immediately prior to the
relevant Consolidation Date in accordance with the terms hereof (which notice
shall detail the manner in which consolidation shall be effected), consolidate
the Notes of such series with one or more series of Other Securities, provided,
however, (i) that such consolidation may only be carried out if the Notes of
such series and the Other Securities to be consolidated have been redenominated
in Euros on or before the Interest Payment Date falling on or immediately prior
to the relevant Consolidation Date (if not already so denominated), and (ii)
that no Event of Default under the Notes of such series or other event which,
with the giving of notice or the passage of time or both, would be an Event of
Default under the Notes of such series, or any similar event under the terms of
such Other Securities, has occurred and is continuing.

     "Other Securities" means, at any time, any one or more series of other
Notes or other notes or bonds of the Issuer which (i) are issued pursuant to the
Indenture or an indenture supplemental thereto and have the same or
substantially the same terms and conditions (as then in effect and which have
not lapsed), and the benefit of the same rights, as the Notes of a series (other
than in relation to the currency of original denomination and/or the
denomination and/or the terms and conditions of Notes of such series relating to
business days or interest accrual bases and/or the stock exchange(s) (if any) on
which such other Notes or other notes or bonds are listed and/or the clearing
systems through which such other Notes or other notes or bonds are cleared and
settled and/or redenomination into Euros and/or notices) and (ii) have been
designated by the Issuer as falling within clause (i) above and remain so
designated.

     The Issuer may exercise its right referred to above if it determines that
the Notes of a series and Other Securities which it proposes to consolidate
(collectively, the "Consolidating Securities") will, with effect from the date
of their consolidation, (i) be cleared and settled on an interchangeable basis
with the same securities identification numbers through the main clearing
systems through which the Notes of such series and the relevant Other Securities
were cleared and settled immediately prior to consolidation unless on the date
of such proposed consolidation it will be impossible to so clear and settle the
Consolidating Securities in one or

                                      R-6
<PAGE>

more of such main clearing systems, in which case the Consolidating Securities
need not so clear and settle through such unavailable clearing system(s) unless
it would be materially prejudicial to the Holders of the Notes of such series
who hold their Notes through such clearing system(s) and (ii) if either the
Notes of such series or the relevant Other Securities were listed on any
European stock exchange on which debt obligations issued in the Euromarkets are
customarily listed immediately prior to the consolidation contemplated hereby,
be listed on at least one such exchange.

     Notwithstanding the preceding paragraph, the definitions of Business Day
and Market Day that shall apply to a Note for payments on or in respect of such
Note following consolidation thereof shall be (A) business day and market day
definitions for fixed or floating rate (as applicable) Euro-denominated debt
obligations issued in the Euromarkets and held in international clearing systems
which are consistent with existing or anticipated market practice as determined
by the Issuer, or (B) the component business days included in the Business Day
and Market Day which applied to such Note and the business day and market day
definitions which applied to the relevant Other Securities for payments thereon
or in respect thereof prior to consolidation or (C) if the Issuer would be
unable to make payments on such Note on the date that payment is expressed to be
due if (B) above were to apply, such other business day and market day
definitions as are determined by the Issuer.

     The interest accrual basis and the provisions of the Notes of a series
relating to the source and determination of such interest accrual basis that
shall apply to the Notes of such series consolidated in accordance with the
provisions hereof from, and including, the Interest Payment Date falling on or
immediately prior to the Consolidation Date shall remain the same if the Other
Securities which have been consolidated with such Notes had the same interest
accrual basis and the same such provisions prior to such consolidation as
applies to such Notes.  If such Other Securities do not have such same interest
accrual basis and/or the same such provisions, then notwithstanding the
provisions above concerning redenomination of Notes, the interest accrual basis
and/or the provisions of the Notes of such series relating to the source and
determination of such interest accrual basis, as the case may be, that shall
apply to such Notes from, and including, the Interest Payment Date falling on or
immediately prior to such Consolidation Date shall be (i) the interest accrual
basis and/or such provisions which applied to such Notes prior to their
consolidation, unless such interest accrual basis is and/or such provisions are
inconsistent with the then-existing or anticipated market practice for Euro-
denominated debt obligations issued in the Euromarkets with fixed rate or
floating rate interest payments (as the case may be) of frequencies identical or
substantially similar to the frequency of interest payments thereunder and held
in international clearing systems, as determined by the Issuer, or (ii) if the
interest accrual basis which applied to such Notes prior to their consolidation
is and/or such provisions are so inconsistent, the interest accrual basis and/or
the provisions of the Notes of such series relating to the source and
determination of such interest accrual basis, as the case may be, which is
consistent with the then-existing or anticipated market practice for Euro-
denominated debt obligations issued in the Euromarkets with fixed rate or
floating rate interest payments (as the case may be) of frequencies identical or
substantially similar to the frequency of interest payments hereunder and held
in international clearing systems, as determined by the Issuer.

                                      R-7
<PAGE>

     On a consolidation pursuant to the provisions hereof, the Issuer may
without the need to obtain the consent of Holders of the affected Notes, alter
the nominal amounts in which such Notes are denominated as a result of any
previous redenomination of such Notes.

     Upon any consolidation of the Notes of a series represented by a Global
Note with any series of Other Securities so represented, the Issuer may change
the depositary(ies) which hold(s) the Notes of such series and/or the relevant
Other Securities either physically or on behalf of the clearing system(s)
through which the Notes of such series and/or the relevant Other Securities are
held and/or issue a replacement Global Note or Global Notes representing such
Notes.  Notes of series represented by Certificated Notes must be exchanged for
Notes represented by a Global Note prior to any consolidation hereunder.  If
such exchange is not possible pursuant to the terms of such Notes, no such
consolidation of such Notes with Other Securities represented by a Global Note
may take place.

     The Issuer undertakes to the Holders of the Notes of a series consolidated
in accordance with the provisions hereof that, following a consolidation of the
Notes of such series with a series of Other Securities, it shall, in dealing
with the Holders of the Notes of such series, have regard to the interests of
such Holders and the Holders of the relevant Other Securities alike.

     The Issuer may, with the consent of the Trustee, and without the need to
obtain the consent of the Holders of any Note, make any changes or additions to
the terms of the Notes of a series which (i) the Issuer or the Trustee believes
are necessary or appropriate to facilitate the implementation of the practical
aspects of this section as they relate to such Notes in the context of the
relevant consolidation or (ii) correct any manifest error or any ambiguity or
correct or supplement any defective provisions described herein, and which
changes or additions the Issuer and the Trustee believe are not materially
prejudicial to the interests of the Holders of the Notes of such series.  Any
such change or addition shall be binding on the Issuer, the Holders of the Notes
of such series, the Trustee, the Paying Agents and any other agent of the
Issuer.  Any such change or addition shall be considered to be made by operation
of the terms of the relevant Notes.  The Issuer shall promptly give notice of
any such change or addition.

     Except as provided in the Note or in the Pricing Supplement with respect to
the redenomination of the Notes of a series into Euros or the consolidation of a
series of Notes with other series of Notes upon or subsequent to such
conversion, the occurrence or non-occurrence of an EMU Event (as defined below)
or the entry into force of any law, regulation, directive or order requiring
redenomination or consolidation to be undertaken on terms different than those
described herein, will not have the effect of altering any term of, or
discharging or excusing performance under, the Indenture or Notes, nor give the
Issuer, the Trustee or the Holder of such Notes, the right unilaterally to alter
or terminate the Indenture or Notes or give rise to any Event of Default or
otherwise be the basis for any acceleration, early redemption, rescission,
notice, repudiation, adjustment or renegotiation of the terms of the Indenture
or Notes.  The occurrence or non-occurrence of an EMU Event will be considered
to occur automatically pursuant to the terms of the Notes.  For purposes hereof,
"EMU Event" means any event associated with EMU in the European Community,
including, without

                                      R-8
<PAGE>

limitation, each (and any combination) of (i) the fixing of exchange rates
between the currency of a Participating Member State and the Euro or between the
currencies of Participating Members States; (ii) the introduction of the Euro as
lawful currency in a Participating Member State; (iii) the withdrawal from legal
tender of any currency that, before the introduction of the Euro, was lawful
currency in any of the Participating Member States; or (iv) the disappearance or
replacement of a relevant rate option or other price source for the national
currency of any participating Member State, or the failure of the agreed sponsor
(or a successor sponsor) to publish or display a relevant rate, index, price,
page or screen.

     If so specified on the face hereof, the Company may, at its option, redeem
this Note in whole, or from time to time in part in accordance with the
procedures set forth in the Indenture, on the date or dates designated as the
Optional Redemption Date(s) on the face hereof, at the Redemption Price(s)
specified on the face hereof declining from a specified premium, if any, to par,
together with accrued interest to the Optional Redemption Date.  The Company may
exercise such option by causing the Trustee or the Paying Agent to mail a notice
of such redemption at least 30 but not more than 60 days prior to the applicable
Optional Redemption Date.  In the event of redemption of this Note in part only,
a new Note or Notes for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

     If so specified on the face hereof, this Note will be repayable prior to
its Stated Maturity at the option of the Holder on the Optional Repayment
Date(s) shown on the face hereof at the Optional Repayment Price(s) shown on the
face hereof, together with accrued interest to the date of repayment.  In order
for this Note to be repaid, the Paying Agent must receive at least 30 but not
more than 45 days prior to an Optional Repayment Date (i) this Note with the
form below entitled "Option to Elect Repayment" duly completed; or (ii) a
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States of America setting forth the name of the
Holder of this Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such facsimile transmission or letter.  If
the procedure described in clause (ii) of the preceding sentence is followed,
this Note with the form duly completed must be received by the Paying Agent by
such fifth Business Day.  Any tender of this Note for repayment shall be
irrevocable.  The repayment option may be exercised by the Holder of this Note
for less than the entire principal amount of the Note, provided that the
                                                       --------
principal amount of this Note remaining outstanding after repayment is an
authorized denomination.  Upon such partial repayment, this Note shall be
canceled and a new Note or Notes for the remaining principal amount hereof shall
be issued in the name of the Holder of this Note.

     Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund.  Any such sinking fund shall be administered in
accordance with the terms specified on the face hereof and otherwise as set
forth in the Indenture.

                                      R-9
<PAGE>

     Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note, the amount payable in the event of redemption or
repayment prior to the Stated Maturity hereof, in lieu of the principal amount
due at the Stated Maturity hereof, shall be the Amortized Face Amount of this
Note as of the Optional Redemption Date or the Optional Repayment Date, as the
case may be.  The "Amortized Face Amount" of this Note shall be the amount equal
to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion
of the difference between the Issue Price and the principal amount hereof that
has accrued at the Yield to Stated Maturity (as set forth on the face hereof)
(computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Note, if it
is an Original Issue Discount Note, exceed its principal amount.

     This Note will bear interest from its Original Issue Date to the first
Interest Reset Date (as defined below) at the Initial Interest Rate set forth on
the face hereof.  Thereafter, the interest rate hereon for each Interest Reset
Period (as defined below) will be determined by reference to the Base Rate or
Rates specified on the face hereof, plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof.  The
Base Rates that may be specified on the face hereof are the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Treasury
Rate, the Prime Rate or any other Base Rate or formula specified on the face
hereof. "H.15(519)" means the publication entitled "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication, published by
the Board of Governors of the Federal Reserve System.  "Composite Quotations"
means the daily statistical release entitled "Composite 3:30 p.m. Quotations for
U.S. Government Securities" published by the Federal Reserve Bank of New York.

     As specified on the face hereof, this Note may also have either or both of
the following (in each case expressed as a rate per annum on a simple interest
basis):  (i) a maximum limitation, or ceiling, on the rate at which interest may
accrue during any interest period ("Maximum Interest Rate") and (ii) a minimum
limitation, or floor, on the rate at which interest may accrue during any
interest period ("Minimum Interest Rate").  In addition to any Maximum Interest
Rate that may be specified on the face hereof, the interest rate will in no
event be higher than the maximum rate permitted by applicable law, as the same
may be modified by United States law of general application.

     The interest rate hereon will be reset daily, weekly, monthly, quarterly,
semiannually or annually (such period being the "Interest Reset Period"
specified on the face hereof, and the first day of each Interest Reset Period
being an "Interest Reset Date").  Unless otherwise specified on the face hereof,
the Interest Reset Dates will be, if this Note resets daily, each Business Day;
if this Note (unless this Note is a Treasury Rate Note) resets weekly, Wednesday
of each week; if this Note is a Treasury Rate Note that resets weekly, Tuesday
of each week (except as provided below under "Determination of Treasury Rate");
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 of
each year; if this Note resets semiannually, the third Wednesday of each of the
two months of each year specified on the face hereof; and if this Note resets
annually, the third Wednesday of one month of each year specified on the

                                     R-10
<PAGE>

face hereof. If an Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that, if the Base Rate specified on the face hereof is
LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.

     Unless otherwise specified on the face hereof, the interest payable hereon
on each Interest Payment Date shall be the accrued interest from and including
the Original Issue Date or the last date to which interest has been paid or duly
provided for, as the case may be, to but excluding such Interest Payment Date or
Maturity, as the case may be.  Unless otherwise specified on the face hereof,
accrued interest shall be calculated by multiplying the principal amount hereof
by an accrued interest factor.  Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the period for which
accrued interest is being calculated.  Unless otherwise specified on the face
hereof, the interest factor (expressed as a decimal calculated to seven decimal
places without rounding) for each such day shall be computed by dividing the
interest rate in effect on such day by 360 if the Base Rate specified on the
face hereof is the CD Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR or the Prime Rate, or by the actual number of days in the year, if the
Base Rate specified on the face hereof is the Treasury Rate or the CMT Rate.
For purposes of making the foregoing calculation, the interest rate in effect on
any Interest Reset Date will be the applicable rate as reset on such date.
Unless otherwise specified on the face hereof, all percentages resulting from
any calculation of the rate of interest hereof will be rounded, if necessary, to
the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable, if this Note resets daily, weekly or monthly, on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified on the face hereof; if this
Note resets quarterly, on the third Wednesday of March, June, September and
December of each year; if this Note resets semiannually, on the third Wednesday
of each of the two months of each year specified on the face hereof; and if this
Note resets annually, on the third Wednesday of one month of each year specified
on the face hereof (each such day being an "Interest Payment Date") and, in each
case, at Maturity.  If an Interest Payment Date (other than at Maturity) would
otherwise fall on a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that, if the Base
Rate specified on the face hereof is LIBOR and such Business Day would fall in
the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day.

     If the Maturity of this Note falls on a day that is not a Business Day, the
required payment of principal, premium (if any) and/or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest shall accrue on

                                     R-11
<PAGE>

such payment for the period from and after Maturity to the date of such payment
on the next succeeding Business Day.

     The Company has appointed and entered into an agreement with an agent (a
"Calculation Agent") to calculate the interest rates on Floating Rate Notes.
Unless otherwise specified on the face hereof, Bank One Trust Company, N.A.
shall be the Calculation Agent.  At the request of the Holder hereof, the
Calculation Agent will provide to such Holder the interest rate then in effect,
and, if determined, the interest rate that will become effective on the next
Interest Reset Date.  All determinations of interest rates by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding on the Holder hereof.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date the rate of interest shall be the rate determined in
accordance with the provisions of the applicable heading below.

Determination of CD Rate

     If the Base Rate specified on the face hereof is the CD Rate, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and any Spread and/or Spread
Multiplier, if any, specified on the face hereof.  The "CD Rate" for each
Interest Reset Period shall be:

          (1) the rate as of the second Business Day prior to the Interest Reset
     Date for such Interest Reset Period (a "CD Rate Determination 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 caption
     "CDs (secondary market)", or

          (2) if the rate referred to in clause (1) is not so published by 3:00
     P.M., New York City time, on the Calculation Date (as defined below)
     pertaining to such CD Rate Determination Date, then the "CD Rate" for such
     Interest Reset Period will be the rate on such CD Rate Determination Date
     for negotiable United States dollar certificates of deposit of the
     particular Index Maturity as published in H.15 Daily Update, or other
     recognized electronic source used for the purpose of displaying the
     applicable rate, under the caption "CDs (secondary market)", or

          (3) if the rate referred to in clause (2) is not so published by 3:00
     P.M., New York City time, on such Calculation Date, then the "CD Rate" for
     such Interest Reset Period will be calculated by the Calculation Agent as
     the arithmetic mean of the secondary market offered rates as of 10:00 A.M.,
     New York City time, on such CD Rate Determination Date, of three leading
     nonbank dealers in negotiable U.S. dollar certificates of deposit in The
     City of New York (which may include the agents or their affiliates)
     selected by the Calculation Agent for negotiable U.S. dollar certificates
     of deposit of major United States money market banks (in the market for
     negotiable U.S. certificates of deposit) with a remaining maturity closest
     to the particular Index

                                     R-12
<PAGE>

     Maturity in an amount that is representative for a single transaction in
     that market at that time, or

          (4) if the dealers so selected by the Calculation Agent are not
     quoting offered rates as mentioned in clause (3), the CD Rate for such
     Interest Reset Period will be the CD Rate in effect on such CD Rate
     Determination Date, or if none, the initial Interest Rate.

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

Determination of Commercial Paper Rate

     If the Base Rate shown on the face hereof is the Commercial Paper Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate and any Spread and/or
Spread Multiplier, if any, specified on the face hereof.  The "Commercial Paper
Rate" for each Interest Reset Period will be determined by the Calculation Agent
as:

          (1) of the second Business Day prior to the Interest Reset Date for
     such Interest Reset Period (a "Commercial Paper Rate Determination Date")
     and shall be the Money Market Yield (as defined below) on such Commercial
     Paper Rate Determination Date of the rate for commercial paper having the
     Index Maturity specified on the face hereof, as published in H.15(519)
     under the caption "Commercial Paper--Nonfinancial", or

          (2) if the rate referred to in clause (1) is not so published by 3:00
     P.M., New York City time, on the Calculation Date (as defined below), then
     the "Commercial Paper Rate" for such Interest Reset Period shall be the
     Money Market Yield on such Commercial Paper Rate Determination Date of the
     rate for commercial paper of the Index Maturity specified on the face
     hereof as published in H.15 Daily Update, or such other recognized
     electronic source used for the purpose of displaying the applicable rate,
     under the caption "Commercial Paper--Nonfinancial", or

          (3) if the rate referred to in clause (2) is not so published by 3:00
     P.M., New York City time, on such Calculation Date, then the "Commercial
     Paper Rate" for such Interest Reset Period shall be the Money Market Yield
     of the arithmetic mean of the offered rates as of 11:00 A.M., New York City
     time, on such Commercial Paper Rate Determination Date of three leading
     dealers of U.S. dollar commercial paper in The City of New York (which may
     include the agents or their affiliates) selected by the Calculation Agent
     for commercial paper of the Index Maturity specified on the face hereof
     placed for industrial issuers whose bond rating is "AA", or the
     equivalent, from a nationally recognized statistical rating organization,
     or

                                     R-13
<PAGE>

               (4) if the dealers so selected by the Calculation Agent are not
     quoting offered rates as mentioned in clause (3), the "Commercial Paper
     Rate" for such Interest Reset Period will be the Commercial Paper Rate in
     effect on such Commercial Paper Rate Determination Date, or if none, the
     Initial Interest Rate.

     "Money Market Yield" shall be a yield calculated in accordance with the
following formula:

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

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

     The "Calculation Date" pertaining to any Commercial Paper Rate
Determination Date shall be the earlier of (i) the tenth calendar day after such
Commercial Paper Rate Determination Date or, if such day is not a Business Day,
the next Business Day or (ii) the Business Day immediately before the applicable
Interest Payment Date or Maturity, as the case may be.

Determination of Federal Funds Rate

     If the Base Rate specified on the face hereof is the Federal Funds Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Federal Funds Rate and Spread and/or Spread
Multiplier, if any, specified on the face hereof.  The "Federal Funds Rate" for
each Interest Reset Period shall be:

          (1) the effective rate on the second Business Day immediately prior to
     the Interest Reset Date for such Interest Reset Period (a "Federal Funds
     Rate Determination Date") for U.S. dollar federal funds as published in
     H.15(519) under the caption "Federal Funds (Effective)" and displayed on
     Bridge Telerate, Inc. (or any successor service) on page 120 (or any other
     page as may replace the specified page on that service) ("Telerate Page
     120"), or

          (2) if the rate referred to in clause (1) does not so appear on
     Telerate Page 120 or is not so published by 3:00 P.M., New York City time,
     on the Calculation Date (as defined below) pertaining to such Federal Funds
     Rate Determination Date, the "Federal Funds Rate" for such Interest Reset
     Period shall be the rate on such Federal Funds Rate Determination Date for
     United States dollar federal funds as published in H.15 Daily Update, or
     such other recognized electronic source used for the purpose of displaying
     the applicable rate, under the caption "Federal Funds (Effective)", or

                                     R-14
<PAGE>

          (3) if the rate referred to in clause (2) is not so published by 3:00
     P.M., New York City time, on such Calculation Date, then the "Federal Funds
     Rate" for such Interest Reset Period shall be 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 U.S. dollar federal funds
     transactions in The City of New York (which may include the agents or their
     affiliates) selected by the Calculation Agent prior to 9:00 A.M., New York
     City time, on such Federal Funds Rate Determination Date, or

          (4) if fewer than three brokers so selected by the Calculation Agent
     are not quoting as mentioned in clause (3), the "Federal Funds Rate" for
     such Interest Reset Period will  be the Federal Funds Rate in effect on
     such Federal Funds Rate Determination Date, or, if none, the Initial
     Interest Rate.

     The "Calculation Date" pertaining to any Federal Funds Rate Determination
Date shall be the earlier of (i) the tenth calendar day after such Federal Funds
Rate Determination Date or, if such day is not a Business Day, the next Business
Day or (ii) the Business Day immediately before the applicable Interest Payment
Date or Maturity, as the case may be.

Determination of LIBOR

     If the Base Rate specified on the face hereof is LIBOR, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, specified on
the face hereof.  If LIBOR is indexed to the offered rates for deposits in a
currency other than U.S. dollars, the method for determining such rate will be
specified on the face hereof.  If LIBOR is indexed to the offered rate for U.S.
dollar deposits, "LIBOR" for each Interest Reset Period shall be determined by
the Calculation Agent as follows:

          (1) if "LIBOR Telerate" is specified on the face hereof or if
     neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method
     for calculating LIBOR, the rate for deposits in the Index Currency having
     the Index Maturity designated in the applicable LIBOR Determination Date
     (defined below) that appears on the Designated LIBOR Page specified on the
     face hereof as of 11:00 A.M., London time, on such LIBOR Determination
     Date. If fewer than two such offered rates appear, or if no such rate
     appears, as applicable, LIBOR in respect of the related LIBOR Determination
     Date will be determined in accordance with the provisions described in
     clause (3) below, or

          (2) on the second London Business Day prior to the Interest Reset Date
     for such Interest Reset Period (a "LIBOR Determination Date"), the
     Calculation Agent will determine if "LIBOR Reuters" is specified on the
     face hereof, the arithmetic mean of the offered rates (unless the specified
     Designated LIBOR Page by its terms provides only for a single rate, in
     which case such single rate shall be used), calculated by the Calculation
     Agent, for deposits in the Index Currency having the Index Maturity
     designated on the face hereof, commencing on the related Interest Reset
     Date, that appear on the Designated LIBOR Page specified on the face hereof
     as of 11:00 A.M.,

                                     R-15
<PAGE>

     London time, on such LIBOR Determination Date, if at least two such offered
     rates appear (unless, as aforesaid, only a single rate is required) on such
     Designated LIBOR Page, or

          (3) if fewer than two offered rates appear, or no rate appears, as the
     case may be, on such LIBOR Determination Date as specified in clause (1) or
     (2), as applicable, with respect to this LIBOR Note and an Interest Reset
     Period to which this clause (3) applies, the Calculation Agent will request
     the principal London offices of each of four major reference banks in the
     London interbank market (which may include the agents or their affiliates),
     as selected by the Calculation Agent, to provide the Calculation Agent with
     its offered quotation for deposits in the Index Currency for the period of
     the Index Maturity designated on the face hereof, commencing on the second
     London Business Day immediately following such LIBOR Determination Date, to
     prime banks in the London interbank market at approximately 11:00 A.M.,
     London time, on such LIBOR Determination Date and in a principal amount
     that is representative for a single transaction in such Index Currency in
     such market at such time. If at least two such quotations are provided,
     LIBOR determined on such LIBOR Determination Date will be calculated by the
     Calculation Agent as the arithmetic mean of such quotations, or

          (4) if fewer than two quotations referred to in clause (3) are
     provided, LIBOR determined on such LIBOR Determination Date will be
     calculated by the Calculation Agent as the arithmetic mean of the rates
     quoted at approximately 11:00 A.M. in the applicable Principal Financial
     Center, on such LIBOR Determination Date by three major banks (which may
     include the agents or their affiliates) in that Principal Financial Center
     selected by the Calculation Agent for loans in the Index Currency to
     leading European banks, having the Index Maturity designated on the face
     hereof and in a principal amount that is representative for a single
     transaction in such Index Currency in such market at such time, provided
     however, that, or

          (5) if the banks so selected by the Calculation Agent are not quoting
     as mentioned in clause (4), LIBOR determined as of such LIBOR Determination
     Date will be LIBOR in effect on such LIBOR Determination Date.

     "Calculation Date" pertaining to LIBOR shall be the LIBOR Determination
Date.

     "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on the Dow Jones Telerate Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.

                                     R-16
<PAGE>

     "Index Currency" means the currency (including composite currencies)
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 Index
Currency shall be U.S. dollars.

     "Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to Australian
dollars, Deutsche marks, Dutch guilders, U.S. dollars, Italian lire, Swiss
francs and Euro, the Principal Financial Center shall be Sydney, Frankfurt,
Amsterdam, The City of New York, Milan, Zurich and Brussels, respectively.

Determination of Treasury Rate

     If the Base Rate specified on the face hereof is the Treasury Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof.  The "Treasury Rate" for each
Interest Reset Period will be:

          (1) the rate from the auction ("Auction") held on the Treasury Rate
     Determination Date (defined below) for such Interest Reset Period 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 Bridge Telerate, Inc. (or any successor service)
     on page 56 (or 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

          (2) if the rate referred to in clause (1) is not so published by 3:00
     P.M., New York City time, on the related Calculation Date (as defined
     below) pertaining to such Treasury Rate Determination Date, the Bond
     Equivalent Yield of the rate for the applicable Treasury Bills as published
     in H.15 Daily Update, or another recognized electronic source used for the
     purpose of displaying the applicable rate, under the caption "U.S.
     Government Securities/Treasury Bills/Auction High", or

          (3) if the rate referred to in clause (2) is not so published by 3:00
     P.M., New York City time, on the Calculation Date, the Bond Equivalent
     Yield of the auction rate of the applicable Treasury Bills as announced by
     the U.S. Department of the Treasury, or

          (4) if the rate referred to in clause (3) is not so announced by the
     U.S. Department of the Treasury, or if the Auction is not held, the Bond
     Equivalent Yield of the rate on the Treasury Rate Determination Date of the
     applicable Treasury Bills as published in H.15(519) under the caption "U.S.
     Government Securities/Treasury Bills/Secondary Market", or

          (5) if the rate referred to in clause (4) is not so published by 3:00
     P.M., New York City time, on the related Calculation Date, the rate on the
     Treasury Rate

                                     R-17
<PAGE>

     Determination Date of the applicable Treasury Bills as published in H.15
     Daily Update, or another recognized electronic source used for the purpose
     of displaying the applicable rate, under the caption "U.S. Government
     Securities/Treasury Bills/Secondary Market", or

          (6) if the rate referred to in clause (5) is not so published by 3:00
     P.M., New York City time, on the related Calculation Date, the rate on the
     Treasury Rate Determination Date calculated by the Calculation Agent as the
     Bond Equivalent Yield of the arithmetic mean of the secondary market bid
     rates, as of approximately 3:30 P.M., New York City time, on the Treasury
     Rate Determination Date, of three leading primary U.S. government
     securities dealers (which may include the agents or their affiliates)
     selected by the Calculation Agent, for the issue of Treasury Bills with a
     remaining maturity closest to the Index Maturity specified herein, or

          (7), if the dealers so selected by the Calculation Agent are not
     quoting as mentioned in clause (6), the Treasury Rate in effect on such
     Treasury Rate Determination Date, or if none, the Initial Interest Rate.

     The "Treasury Rate Determination Date" for each Interest Reset Period will
be the day of the week in which the Interest Reset Date for such Interest Reset
Period falls on which Treasury Bills would normally be auctioned.  Treasury
Bills are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday.  If, as
the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Rate Determination Date pertaining to the
Interest Reset Period commencing in the next succeeding week.  If an auction
date shall fall on any day that would otherwise be an Interest Reset Date for a
Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall
instead be the Business Day immediately following such auction date.

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

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

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

where "D" refers to the applicable annual 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 applicable
Interest Reset Period.

                                     R-18
<PAGE>

Determination of Prime Rate

     If the Base Rate specified on the face hereof is the Prime Rate, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof.  The "Prime Rate" for each
Interest Reset Period will be determined by the Calculation Agent as:

          (1) of the second Business Day prior to the Interest Reset Date for
     such Interest Reset Period (a "Prime Rate Determination Date") and shall be
     the rate published in H.15(519) under the caption "Bank Prime Loan", or

          (2) if the rate referred to in clause (1) is not so published by 3:00
     P.M., New York City time, on the Calculation Date (as defined below), then
     the "Prime Rate" for such Interest Reset Period on such Prime Rate
     Determination Date shall be as published in H.15 Daily Update, or such
     other recognized electronic source used for the purpose of displaying the
     applicable rate, under the caption "Bank Prime Loan", or

          (3) if the rate referred to in clause (2) is not so published by 3:00
     P.M., New York City time, on the Calculation Date, then the "Prime Rate"
     for such Interest Reset Period on such Prime Rate Determination Date
     calculated by the Calculation Agent shall be the arithmetic mean of the
     rates of interest publicly announced by each bank that appears on the
     Reuters Screen US PRIME 1 Page (as defined below) as such bank's prime rate
     or base lending rate as of 11:00 A.M., New York City time, on such Prime
     Rate Determination Date, or

          (4) if fewer than four rates referred to in clause (3) are so
     published by 3:00 P.M., New York City time, on the related Calculation
     Date, the "Prime Rate" will be the rate calculated by the Calculation Agent
     on the Prime Rate Determination Date as the arithmetic mean of the prime
     rates or base lending 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 Determination Date by three major banks (which may include
     the agents or their affiliates) in The City of New York selected by the
     Calculation Agent, or

          (5) if the banks so selected by the Calculation Agent are not quoting
     as mentioned in clause (4), the Prime Rate of such Interest Reset Period
     will be the Prime Rate in effect on such Prime Rate Determination Date, or,
     if none, the Initial Interest Rate.

     The "Calculation Date" pertaining to a Prime Rate Determination Date shall
be the earlier of (i) the tenth calendar day after such Prime Rate Determination
Date or, if such day is not a Business Day, the next Business Day or (ii) the
Business Day immediately before the applicable Interest Payment Date or
Maturity, as the case may be.

                                     R-19
<PAGE>

Determination of CMT Rate

     If the Base Rate specified on the face hereof is the CMT Rate, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof.

     Unless otherwise specified on the face hereof, the "CMT Rate" for each
Interest Reset Period will be determined by the Calculation Agent and shall be
the rate:

  (1) if CMT Telerate Page (as defined below) is 7051, as of the second Business
  Day prior to the Interest Reset Date for such Interest Reset Period (a "CMT
  Determination Date") is specified hereof:

          (a) the percentage equal to the yield for United States Treasury
     securities at "constant maturity" having the Index Maturity specified
     hereof as published in H.15(519) under the caption "Treasury Constant
     Maturities", as the yield is displayed on Bridge Telerate, Inc. (or any
     successor service) on page 7051 (or any other page as may replace the
     specified page on that service) ("Telerate Page 7051"), for such CMT
     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 such CMT 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 such CMT 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 such CMT 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 the
     Calculation Date relating to such CMT Determination Date of three leading
     primary U.S. 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
     U.S. Treasury securities with an original maturity equal to the particular
     Index Maturity, a remaining term to maturity no more than one 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

                                     R-20
<PAGE>

          (e) if fewer than five but more than two of the prices referred to in
     clause (d) are provided as requested, the rate on such CMT 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 such CMT 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 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 U.S. 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 such CMT 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 Reference Dealers selected by the Calculation
     Agent are quoting as described in clause (g), the "CMT Rate" will be the
     CMT Rate in effect on such CMT Determination Date, or if none, the Initial
     Interest Rate.

     (2) if CMT Telerate Page is 7052:

          (a) the percentage equal to the one-week or one-month, as specified
     hereof, average yield for U.S. Treasury securities at "constant maturity"
     having the Index Maturity specified hereof as published in H.15(519)
     opposite the caption "Treasury Constant Maturities", as the yield is
     displayed on Bridge Telerate, Inc. (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 preceding the week or month, as applicable, in which the CMT
     Determination Date falls, or

          (b) if the rate referred to in clause (a) does not so appear on
     Telerate Page 7052 by 3:00 P.M., New York City time, on the related
     Calculation Date, the percentage equal to the one-week or one-month, as
     specified herein, average yield for U.S. Treasury securities at "constant
     maturity" having the particular Index Maturity and for the week or month,
     as applicable, preceding the CMT Determination Date as published in
     H.15(519) opposite the caption "Treasury Constant Maturities," or

                                     R-21
<PAGE>

          (c) if the rate referred to in clause (b) does not so appear in
     H.15(519) by 3:00 P.M., New York City time, on the related Calculation
     Date, the one-week or one-month, as specified herein, average yield for
     U.S. 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 such CMT Determination Date falls,
     or

          (d) if the rate referred to in clause (c) is not so published by 3:00
     P.M., New York City time, on the related Calculation Date, the rate on such
     CMT 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 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
     U.S. Treasury securities with an original maturity equal to the particular
     Index Maturity, a remaining term to maturity no more than one 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
     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 the Calculation Agent cannot obtain three prices referred to in
     clause (d), the "CMT Rate" for such Interest Reset Period shall be
     calculated by the Calculation Agent and will be a yield to maturity based
     on the arithmetic mean of the secondary market bid prices as of
     approximately 3:30 P.M., New York City time, on that CMT 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
     Treasury Notes with an original maturity of the number of years that is the
     next highest to the Index Maturity specified on the face hereof and a
     remaining term to maturity closest to the Index Maturity specified on the
     face hereof and in an amount of at least $100 million, or

          (g) if fewer than five but more than two Reference Dealers are quoting
     as referred to in clause (f), then the CMT Rate will be based on the
     arithmetic mean of the offer prices obtained and neither the highest or the
     lowest of the quotations will be eliminated, or

                                     R-22
<PAGE>

          (h) if fewer than three Reference Dealers selected by the Calculation
     Agent are quoting as described in clause (g), the "CMT Rate" will be the
     CMT Rate in effect on such CMT Determination Date, or if none, the Initial
     Interest Rate.

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

     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519).  If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.

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

     If this Note is a Global Security, ownership of beneficial interests herein
will be limited to participants in DTC or persons that hold interests through
such participants, and the transfer of beneficial interests herein will be
effected only through records maintained by DTC (and with respect to interests
of participants in DTC) and by participants in DTC or persons that may hold
interests through such participants (with respect to persons other than
participants in DTC).

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Person surrendering
the same.

     If this Note is a Global Security, this Note is exchangeable only if (x)
DTC notifies the Company that it is unwilling or unable to continue as
depositary for this Note or if at any time DTC ceases to be in good standing
under the Securities Exchange Act of 1934, as amended, and the Company does not
appoint a successor depositary within 90 days after the Company receives such
notice or becomes aware that DTC is no longer in good standing; or (y) the
Company in its sole discretion determines that this Note shall be exchanged for
Certificated Notes in definitive form, provided that the definitive Notes so
issued in exchange for this Note shall be in authorized denominations and be of
like aggregate principal amount and tenor and terms as the portion of this Note
to be exchanged.  Except as provided above, owners of beneficial interests in
this Note (if a Global Security) will not be entitled to have this Note or Notes
represented by this Note registered in their names or receive physical delivery
of Notes in definitive form and will not be considered the Holders hereof for
any purpose under the Indenture.

                                     R-23
<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Debt Security register of the Company,
upon surrender of this Note for registration of transfer at the offices or
agencies as may be designated and maintained by the Company for such purpose in
accordance with the provisions of the Indenture, duly endorsed by or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Debt 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
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Holder surrendering
the same.

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

     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
purposes of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

     If an Event of Default shall occur and be continuing with respect to the
Notes, the unpaid principal of all Notes may be declared due and payable in this
manner and with the effect provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of each series of the Debt Securities at the time outstanding (as defined
in the Indenture) to be affected (each series voting as a class), evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Debt Securities of all such series; provided,
                                                                 --------
however, that no such supplemental indenture shall, among other things, (i)
-------
extend the fixed maturity of any Debt Security, or reduce the rate or extend the
time of payment of interest thereon, or reduce the principal amount or premium
if any, thereon, or make the principal thereof, or premium if any, or interest,
if any, thereon payable in any coin or currency other than that hereinabove
provided, without the consent of the Holder of each Debt Security so affected or
reduce the amount of principal of an Original Issue Discount Security that would
be due and payable upon acceleration of maturity thereof, or (ii) reduce the
aforesaid percentage of Debt Securities the Holders of which are required to
consent to any such supplemental indenture, without the consent of Holders of
each Debt Security so affected.  The Indenture also contains provisions

                                     R-24
<PAGE>

permitting the Holders of a majority in aggregate principal amount of the Notes
at the time Outstanding, as defined in the Indenture, on behalf of the Holders
of all the Notes, 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 Notes issued upon the transfer hereof or in exchange therefor or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note or upon any Note issued upon the transfer hereof or in exchange therefor or
in lieu hereof.

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

     No recourse shall be made for the payment of the principal of or the
interest on this Note or for any claim based herein or otherwise in any manner
in respect hereof, or in respect of the Indenture, against any incorporator,
stockholder, officer or director, as such past, present or future, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule or law, or by the enforcement of any
assessment or penalty or in any other manner, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.

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

                                     R-25
<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:

<TABLE>
<S>                                           <C>                  <C>
TEN COM -as tenants in common                 UNIF GIFT MIN ACT-   _______Custodian _____________________________________
TEN ENT  -as tenants by the entireties                                                   ________ (Cust) ________ (Minor)
JT ENT   -as joint tenants with right of                                                Under Uniform Gifts to Minors Act
          survivorship and not as tenants
          in common                                                                ______________________________ (State)

                             Additional abbreviations may also be used though not in the above list
                           ____________________________________________________________________________
</TABLE>

                               OPTION TO ELECT REPAYMENT

        The undersigned hereby irrevocably requests and instructs the Company to
repay $__________ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:

____________________________________________________________


____________________________________________________________
(Please Print or Type Name and Address of the Undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

        For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Registrar at Bank One Trust Company, N.A./First Chicago Trust Company of New
York, 14 Wall Street - 8th Floor, Window 2, New York, New York 10005, Attention:
Corporate Trust Administration.


Dated:  _______________     ____________________________________________________
                            Note: The signature to this Option to Elect
                            Repayment must correspond with the name as written
                            upon the face of the within Note in every particular
                            without alteration or enlargement or any change
                            whatsoever.

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 of Assignee

________________________________________________________________
the within Instrument of McDONALD'S CORPORATION and all rights thereunder,
hereby does irrevocably constitute and appoint

____________________________________Attorney
to transfer such Note on the books of McDONALD'S CORPORATION with full power of
substitution in the premises.


Dated:  __________________     _________________________________________________
                                                    Signature


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

                                     R-26
<PAGE>

                                     R-27