<PAGE>

                                                                 Exhibit 4(b)(3)


               Form of Medium-Term Note, Series B (Floating Rate)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED                            $

No. FL-                                   CUSIP #


                         THE BEAR STEARNS COMPANIES INC.
                           MEDIUM-TERM NOTE, SERIES B
                                 (FLOATING RATE)


Original Issue Date:                           Interest Reset Date(s):

Maturity Date:

Interest Rate Basis:                           Interest Reset Period:

Initial Interest Rate:                         Interest Payment Date(s):

Index Maturity:                                Interest Payment Period:

Spread (plus or minus):                        Redeemable On and After:

Maximum Interest Rate:                         Optional Repayment Date(s):

Minimum Interest Rate:


<PAGE>

         THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal amount stated above on the Maturity Date shown
above and to pay interest thereon at the rate per annum equal to the Initial
Interest Rate shown above until the first Interest Reset Date shown above
following the Original Issue Date shown above and thereafter at a rate
determined in accordance with the provisions on the reverse hereof under the
heading "Determination of Commercial Paper Rate," "Determination of LIBOR,"
"Determination of Federal Funds Rate," "Determination of Treasury Rate,"
"Determination of Prime Rate" or "Determination of CMT Rate" depending upon
whether the Interest Rate Basis is Commercial Paper Rate, LIBOR, Federal Funds
Rate, Treasury Rate, Prime Rate or CMT Rate, as indicated above, until the
principal hereof is fully paid or duly made available for payment. The Company
will pay interest monthly, quarterly, semiannually or annually as indicated
above on each Interest Payment Date shown above commencing with the first
Interest Payment Date shown above immediately following the Original Issue Date
shown above, and on the Maturity Date shown above, or, if applicable, upon
redemption or optional repayment; PROVIDED, HOWEVER, that if the Original Issue
Date shown above is between a Regular Record Date (as defined below) and an
Interest Payment Date, interest payments will commence on the Interest Payment
Date following the next succeeding Regular Record Date; and PROVIDED, FURTHER,
HOWEVER, that if an Interest Payment Date would fall on a day that is not a
Business Day (as defined on the reverse hereof), such Interest Payment Date
shall be the following day that is a Business Day, except that in case the
Interest Rate Basis is LIBOR, as indicated above, if such next Business Day
falls in the next calendar month, such Interest Payment Date will be the
preceding day that is a Business Day with respect to such LIBOR Note. Except as
provided above and in the Indenture referred to on the reverse hereof, interest
payments will be made on the Interest Payment Dates shown above. The "Regular
Record Date" shall be the date whether or not a Business Day 15 calendar days
immediately preceding such Interest Payment Date.

         The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, PROVIDED, HOWEVER, that interest payable on the
Maturity Date shown above, or if applicable, the date of redemption (the
"Redemption Date") or the date of optional repayment (the "Optional Repayment
Date"), will be paid to the Person to whom the principal of this Note is
payable. Any such interest which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Note not less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.

         Payments of principal and interest shall be made at the office or
agency of the Trustee maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debt; PROVIDED, HOWEVER, that payment of interest on any Interest Payment Date
(other than the Maturity Date or Redemption Date or Optional Repayment Date, if
any) may be made at the option of the Company by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register, or by wire transfer of immediately available funds, if the registered
holder of at least $10,000,000 in principal amount of Notes entitled to such
interest has so requested by a notice in writing delivered to the Trustee not
less than 16 days prior to the Interest Payment Date on which such payment is
due, which notice shall provide appropriate instructions for such transfer.

         The principal hereof and interest due at maturity will be paid upon
maturity in immediately available funds against presentation of this Note at the
office or agency of the Trustee maintained for that purpose in the Borough of
Manhattan, The City of New York.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.

<PAGE>

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

         This Note is one of the series of Medium-Term Notes, Series B, of the
Company.

         Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


<PAGE>

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

Dated:

                                          THE BEAR STEARNS COMPANIES INC.

                                          By:________________________

ATTEST:

_________________________
Secretary

[Corporate Seal]


                          CERTIFICATE OF AUTHENTICATION

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

                                          THE CHASE MANHATTAN BANK, as Trustee

                                          By:___________________________
                                             Authorized Signature


<PAGE>

                                [REVERSE OF NOTE]

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

                                 (FLOATING RATE)

         This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture dated as of May 31, 1991, as amended (herein
called the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
limitations of rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered. As provided in the Indenture, Securities may be
issued in one or more series, which different series 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 repayment 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 or permitted. This Note is one of a series of the Securities
designated as Medium-Term Notes, Series B (the "Notes"). The Notes of this
series may be issued at various times with different maturity dates, redemption
dates and different principal repayment provisions, may bear interest at
different rates and may otherwise vary, all as provided in the Indenture.

         The interest payable on this Note on each Interest Payment Date will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date; PROVIDED, HOWEVER, that
if the Interest Reset Dates are daily or weekly, interest payments shall include
interest accrued from and including the next preceding Record Date in respect of
which interest has been paid (or from and including the Original Issue Date, if
no interest has been paid) to but excluding the Regular Record Date next
preceding the applicable Interest Payment Date, except that the interest payment
at the Maturity Date will include interest accrued to but excluding such date.
Accrued interest from the Original Issue Date or from the last date to which
interest has been paid is calculated by multiplying the principal amount hereof
by an accrued interest factor. Such accrued interest factor is computed by
adding the interest factors calculated for each day from the Original Issue
Date, or from the last date to which interest has been paid, to the date for
which accrued interest is being calculated. The interest factor (expressed as a
decimal calculated to seven decimal places without rounding) for each such day
is computed by dividing the interest rate applicable to such day by 360, in the
case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes and CMT Rate Notes, or by the actual number of days in the
year, in the case of Treasury Rate Notes. The interest rate in effect on each
day will be (a) if such day is an Interest Reset Date, the interest rate with
respect to the Interest Determination Date pertaining to such Interest Reset
Date or (b) if such day is not an Interest Reset Date, the interest rate with
respect to the Interest Determination Date pertaining to the next preceding
Interest Reset Date; PROVIDED, HOWEVER, that (i) the interest rate in effect
from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate as specified on the face hereof and (ii) the interest
rate in effect for the ten calendar days immediately prior to maturity will
be that in effect on the tenth calendar day preceding maturity.
Notwithstanding the foregoing, if the rate at which interest is payable is
adjusted daily or weekly, such rate of interest shall be adjusted until the
Interest Reset Date immediately preceding the Maturity Date. Notwithstanding
the foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown
on the face hereof. All percentages resulting from any calculations will be
rounded, if necessary, to the nearest one-hundredth of a percent, with five
one-thousandths of a percent being rounded upwards. In addition, the interest
rate hereon shall in no event be higher than the maximum rate, if any,
permitted by applicable law.

         Commencing with the first Interest Reset Date shown on the face hereof
following the Original Issue Date, and thereafter on each succeeding Interest
Reset Date specified on the face hereof, the rate at which interest on this Note
is payable shall be adjusted daily, weekly, monthly, quarterly, semiannually or
annually as specified on the face hereof under "Interest Reset Date(s)." Each
such adjusted rate shall be applicable on and after the Interest Reset Date to
which it relates to but not including the next succeeding


<PAGE>

Interest Reset Date or until the Maturity Date or, if applicable, the Redemption
Date or Optional Repayment Date, as the case may be. The Interest Reset Date
will be, if this Note resets daily, each Business Day; if this Note resets
weekly, the Wednesday of each week (with the exception of weekly reset Treasury
Rate Notes which will reset the Tuesday of each week, except as specified
below); if this Note resets monthly, the third Wednesday of each month; if this
Note resets quarterly, the third Wednesday of March, June, September and
December; if this Note resets semiannually, the third Wednesday of the two
months specified on the face hereof; and if this Note resets annually, the third
Wednesday of the month specified on the face hereof. Subject to applicable law
and except as specified herein, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined in accordance with the
provisions applicable below, plus or minus the Spread (as specified on the face
hereof), if any. If any Interest Reset Date would otherwise be a day that is not
a Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the next preceding Business Day. "Business Day" means (i)
with respect to any Note, any day that is not a Saturday or Sunday, and that, in
The City of New York, is neither a legal holiday nor a day on which banking
institutions or trust companies are authorized or obligated by law to close, and
(ii) with respect to LIBOR Notes only, a London Banking Day. A "London Banking
Day" means any day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.

         The Interest Determination Date pertaining to an Interest Reset Date
will be, if the Interest Rate Basis is Commercial Paper Rate or Federal Funds
Rate, the Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the Interest
Rate Basis is LIBOR, the second London Banking Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date will
be, if the Interest Rate Basis is Treasury Rate, the day of the week in which
such Interest Reset Date falls on which Treasury bills (as defined below) of the
Index Maturity specified on the face hereof are auctioned. Treasury bills
normally are auctioned on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as a result of
a legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Interest Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. Interest payable hereon will be payable
monthly, quarterly, semiannually or annually (the "Interest Payment Period") as
specified on the face hereof. The Interest Determination Date pertaining to an
Interest Reset Date will be, if the Interest Rate Basis is Prime Rate, the same
day as such Interest Reset Date; PROVIDED, HOWEVER, that the rate in effect two
days prior to an Interest Payment Date will be the rate in effect for the
remainder of such Interest Payment Period. The Interest Determination Date
pertaining to an Interest Reset Date will be, if the Interest Rate Basis is CMT
Rate, the tenth Business Day prior to each Interest Reset Date. Unless otherwise
shown on the face hereof, 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; 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 the
two months of each year specified on the face hereof; and if this Note resets
annually, on the third Wednesday of the month specified on the face hereof (each
such date being an "Interest Payment Date") and in each case, at maturity or, if
applicable, upon redemption or optional repayment.

         DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis
specified on the face hereof is "Commercial Paper Rate," the interest rate
shall equal (a) the Money Market Yield (as defined below) on the applicable
Interest Determination Date of the rate for commercial paper having the Index
Maturity specified on the face hereof (i) as published by the Board of
Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" ("H.l5(519)"), or any successor publication, under
the heading "Commercial Paper--Nonfinancial" or (ii) in the event that such
rate is not published on the Calculation Date (as defined below) pertaining
to such Interest Determination Date, then as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Commercial Paper" or (b) if neither of such yields is published by
3:00 P.M., New York City time, on such Calculation Date, the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York
City time, of three leading dealers of commercial paper in The City of New
York selected by The Chase Manhattan Bank, as Calculation Agent (or any
successor calculation agent, the "Calculation Agent"), on that Interest

<PAGE>

Determination Date, for commercial paper of the Index Maturity specified on the
face hereof placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency, in each of the above
cases, adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof; PROVIDED, HOWEVER, that if such dealers are not quoting as
mentioned above, the interest rate in effect hereon until the Interest Reset
Date next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect on the Interest
Determination Date next preceding such Interest Reset Date.

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

         DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the
face hereof is "LIBOR," the interest rate shall equal, as specified on the face
hereof, either (a) the offered rates for deposits in U.S. dollars having the
Index Maturity specified on the face hereof, commencing on the second London
Banking Day immediately following the applicable Interest Determination Date
which appears on Telerate Page 3750 (or such other page as may replace Telerate
Page 3750 for the purpose of displaying London interbank rates of major banks),
as of 11:00 A.M., London time, on such Interest Determination Date adjusted by
the addition or subtraction of the Spread, if any, specified on the face hereof
("LIBOR Telerate") or (b) the arithmetic mean, as determined by the Calculation
Agent, of the offered rates for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the second London Banking
Day immediately following the applicable Interest Determination Date which
appears on the Reuters Screen LIBO Page (or such other page as may replace such
Reuters Screen LIBO Page for the purpose of displaying London interbank rates of
major banks), as of 11:00 A.M., London time, on such Interest Determination
Date, if at least two such offered rates appear on the Reuters Screen LIBO Page
(or such other page as may replace such page) ("LIBOR Reuters"); PROVIDED,
HOWEVER, that if no such rate appears on Telerate Page 3750 (or such other page
as may replace such page) or if fewer than two offered rates appear on the
Reuters Screen LIBO Page (or such other page as may replace such page), the
Calculation Agent shall request the principal London office of each of four
major banks in the London interbank market selected by the Calculation Agent to
provide a quotation of the rate at which such bank offered to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
Interest Determination Date, deposits in U.S. dollars having the Index Maturity
specified on the face hereof commencing on the second London Banking Day
immediately following such Interest Determination Date and in a principal amount
equal to an amount not less than U.S. $1,000,000 that is representative of a
single transaction in such market at such time, and such rate of interest hereon
shall equal the arithmetic mean of (a) such quotations, if at least two
quotations are provided, or (b) if less than two quotations are provided, the
rates quoted at approximately 11:00 A.M., New York City time, on such Interest
Determination Date by three major banks in The City of New York, selected by the
Calculation Agent for loans in U.S. dollars to leading European banks, having
the Index Maturity specified on the face hereof commencing on the second London
Banking Day immediately following such Interest Determination Date and in a
principal amount as aforesaid, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof; PROVIDED,
HOWEVER, that if the three banks selected as aforesaid by the Calculation Agent
are not quoting as mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the rate in effect on the Interest
Determination Date next preceding such Interest Reset Date.

         DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis
specified on the face hereof is "Federal Funds Rate," the interest rate shall
equal (a) the rate on the applicable Interest Determination Date specified on
the face hereof for Federal Funds (i) as published in the H.15(519), under the
heading "Federal funds (effective)" or (ii) if such rate is not so published on
the Calculation Date pertaining to such Interest Determination Date, then as
published in the Composite Quotations under the heading "Federal Funds/Effective
Rate" or (b) if neither of such rates is published by 3:00 P.M., New York City
time, on such Calculation Date, the arithmetic mean (as calculated by the
Calculation Agent) of the rates


<PAGE>

for the last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by the
Calculation Agent as of 11:00 A.M., New York City time, on such Interest
Determination Date, in each of the above cases, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof; provided,
HOWEVER, that if such brokers are not quoting as mentioned above, the interest
rate in effect hereon until the Interest Reset Date next succeeding the Interest
Reset Date to which such Interest Determination Date relates shall be the rate
in effect on the Interest Determination Date next preceding such Interest Reset
Date.

         DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified
on the face hereof is "Treasury Rate," the interest rate shall equal the rate
for the auction held on the applicable Interest Determination Date of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof as published under the column designated "Invest
Rate" on Telerate page 56 under the heading "US Treasury 3 MO T-Bill Auction
Results" or Telerate page 57 under the heading "US Treasury 6 MO T-Bill Auction
Results," as applicable, or any successor publication, or, if not so published
on the Calculation Date pertaining to such Interest Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury, in either case,
adjusted by the addition or subtraction of the Spread, if any, specified on
the face hereof. In the event that the results are not published or reported
as provided above by 3:00 P.M., New York City time, on such Calculation Date,
or if no such auction is held in a particular week, then the rate of interest
herein shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates as of approximately 3:30 P.M., New York City
time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent for
the issue of Treasury bills with a remaining maturity closest to the Index
Maturity specified on the face hereof, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned above, the interest rate in effect hereon until
the Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the rate in effect on the
Interest Determination Date next preceding such Interest Reset Date.

         DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on
the face hereof is "Prime Rate," the interest rate shall equal the rate on the
applicable Interest Determination Date (a) as published in the H.15(519), or any
successor publication, under the caption "Bank Prime Loan", (b) if such rate is
not published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the arithmetic mean (as
calculated by the Calculation Agent) of the rates of interest publicly announced
by each bank named on the Reuters Screen NYMF Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page for such Interest
Determination Date, or, if fewer than four such rates appear on the Reuters
Screen NYMF Page for such Interest Determination Date, the rate shall be the
arithmetic mean (as calculated by the Calculation Agent) of the prime rates
quoted on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by at least two of
the three major money center banks in The City of New York selected by the
Calculation Agent (after consultation with the Company) from which quotations
are requested, or (c) if fewer than two quotations are provided, the Prime Rate
shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean on the basis of the prime rates in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, in each case
having total equity capital of at least U.S. $500 million and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent (after consultation with the Company) to quote such rate or
rates, in each case adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof; PROVIDED, HOWEVER, that if such quotations
are not available, the interest rate in effect hereon until the Interest Reset
Date next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect on the Interest
Determination Date next preceding such Interest Reset Date in each case.

         "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).

<PAGE>

         DETERMINATION OF CMT RATE. If the Interest Rate Basis specified on the
face hereof is "CMT Rate", the interest rate will be determined by the
Calculation Agent on each Interest Determination Date in accordance with the
following provisions, in each case, adjusted by the addition or subtraction of
the Spread, if any, specified on the face hereof:

         (a) the CMT Rate will be determined on the basis of the latest rate
displayed at the close of business on the Interest Determination Date on (x)
Telerate page 7055 for "Yields on Treasury Constant Maturities...Federal Reserve
Board Release H.15 Mondays approx. 3:45 P.M. EST" (or "EDT" as the case may be)
for U.S. Treasury Securities with a maturity that is the same as the Index
Maturity specified on the face hereof, or (y) such other page as may replace
page 7055, as provided by the Telerate News Service, for the purpose of
displaying rates or prices that are comparable, as determined by the Calculation
Agent (after consultation with the Company);

         (b) if the information specified in subparagraph (a) above is not
available at that Interest Determination Date, then the CMT Rate for the
applicable Interest Period shall be determined on the basis of the Treasury
Constant Maturity rate with a maturity that is the same as the Index Maturity
specified on the face hereof (or other United States Treasury rate, with a
maturity that is the same as the Index Maturity specified on the face hereof)
published as of that Interest Determination Date by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent (after consultation with the Company)
determines to be comparable to the rate formerly displayed on Telerate page 7055
and published in the Federal Reserve Board Statistical Release H.15(519);

         (c) if the information specified in subparagraphs (a) and (b) is not
available at that Interest Determination Date, then the CMT Rate for the
applicable Interest Period shall be the yield to maturity of the then most
recently issued direct non-callable fixed rate United States Treasury Note with
an original maturity that is the same as the Index Maturity specified on the
face hereof (the "Reference Treasury Note"), such yield to maturity to be
calculated by the Calculation Agent on the basis of the arithmetic mean of the
secondary market bid side prices for such Reference Treasury Note quoted as of
3:00 P.M., New York City time (or the closing of the market, if earlier), on
that Interest Determination Date, by (and appearing in the written records of)
three leading primary United States government securities dealers in New York
City selected by the Calculation Agent;

         (d) if the information specified in subparagraphs (a) and (b) above is
not available at that Interest Determination Date and at least three price
quotations for the Reference Treasury Note are not available at that Interest
Determination Date from leading primary dealers in New York City as provided in
subparagraph (c) above, then the CMT Rate for the applicable Interest Period
shall be the yield to maturity of the Reference Treasury Note, as calculated by
the Calculation Agent on the basis of the arithmetic mean of the secondary
market bid side prices for such Reference Treasury Note quoted as of 3:00 P.M.,
New York City time (or the closing of the market, if earlier), on that Interest
Determination Date, by (and appearing in the written records of) any three
primary United States government securities dealers selected by the Calculation
Agent (irrespective of where such dealers may be located);

         (e) if the information specified in subparagraphs (a) and (b) above is
not available at that Interest Determination Date and the Calculation Agent is
unable to obtain the requisite quotations specified in either subparagraph (c)
above or subparagraph (d) above, then the interest rate on the applicable CMT
Rate Note for the applicable Interest Period shall be the same as the interest
rate on such CMT Rate Note in effect at the opening of business on that Interest
Determination Date.

         The Calculation Date pertaining to an Interest Determination Date shall
be the tenth calendar day after such Interest Determination Date or if any such
day is not a Business Day, the next succeeding Business Day. The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
and will confirm in writing such calculation to the Trustee and any Paying Agent
immediately after each determination. Neither the Trustee nor any Paying Agent
shall be responsible for any such calculation. All determinations made by the
Calculation Agent shall be, in the absence of manifest error, conclusive for all
purposes and binding on the Company and holders of the Note. At the request of
the Holder hereof, the Calculation Agent will provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the interest rate which
will become effective as of the next Interest Reset Date.

<PAGE>

         If so specified on the face of this Note, this Note may be redeemed by
the Company on and after the date so indicated on the face hereof. If no such
date is set forth on the face hereof, this Note may not be redeemed prior to
maturity. On and after such date, if any, from which this Note may be redeemed,
this Note may be redeemed in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Note shall be at least $25,000), at
the option of the Company, at a redemption price equal to 100% of the principal
amount to be redeemed, together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. If less than all the Outstanding Notes having such terms as
specified by the Company are to be redeemed, the particular Notes to be redeemed
shall be selected by the Trustee not more than 60 days prior to the Redemption
Date from the Outstanding Notes having such terms as specified by the Company
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate. The notice of such redemption shall specify which Notes
are to be redeemed. In the event of redemption of this Note, in part only, a new
Note or Notes in authorized denominations for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the surrender hereof.

         If so specified on the face of this Note, this Note will be subject to
repayment at the option of the Holder hereof on the Optional Repayment Date(s).
Except as set forth in the next paragraph, if no Optional Repayment Date is set
forth on the face hereof, this Note may not be repaid at the option of the
Holder prior to maturity. On and after the Optional Repayment Date, if any, from
which this Note may be repaid at the option of the Holder, this Note shall be
repayable in whole or in part in increments of $1,000 (provided that any
remaining principal amount of this Note shall be at least $25,000) at a
repayment price equal to 100% of the principal amount to be repaid, together
with interest thereon payable to the Optional Repayment Date. For this Note to
be repaid in whole or in part at the option of the Holder hereof, the Trustee
must receive not less than 30 nor more than 60 days prior to the Optional
Repayment Date (i) this Note with the form entitled "Option to Elect Repayment,"
which appears below, duly completed or (ii) a telegram, telex, facsimile
transmission or a 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 this Note, the certificate number of this
Note or a description of this Note's tenor or terms, the principal amount of
this Note to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note with the form entitled "Option
to Elect Repayment," which appears below, duly completed, will be received by
the Trustee no later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter and this Note and such form duly
completed are received by the Trustee by such fifth Business Day. Except as set
forth in the next paragraph, exercise of the repayment option shall be
irrevocable.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the principal of all the Notes due and
payable in the manner and with the effect provided in the Indenture.

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

         Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or 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 time,
place, and rate, and in the coin or currency, herein prescribed.

<PAGE>

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons in
denominations of $25,000 or any amount in excess thereof which is an integral
multiple of $1,000. 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 denomination as requested by
the Holder surrendering the same.

         No service charge will 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.

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

         All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.


<PAGE>

                                  ABBREVIATIONS

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

TEN COM           -        as tenants in common

TEN ENT           -        as tenants by the entireties

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

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

                               __________________________________________
                                                (State)


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

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

                            OPTION TO ELECT REPAYMENT

         The undersigned hereby request(s) and instruct(s) the Company to repay
this Note (or portion thereof specified below) pursuant to its terms on
_____________, 19__ (the "Optional Repayment Date") at a price equal to the
principal amount thereof, together with interest to the Optional Repayment Date,
to the undersigned at

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

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

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

         For this Note to be repaid the Trustee must receive at 450 West 33rd
Street, New York, New York 10001, Attention: Debt Operations -- 8th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 30 days prior to
the Optional Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.

         If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be increments of $1,000) which the
holder elects to have repaid: $______________; and specify the denomination or
denominations (which shall be $25,000 or an integral multiple of $1,000 in
excess of $25,000) of the Notes to be issued to the Holder for the portion of
this Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $________________.

Date:____________________                 ______________________________________

                                           Note: The signature to this Option to
                                           Elect Repayment must correspond with
                                           the same as written upon the face of
                                           this Note in every particular without
                                           alteration or enlargement.

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

                                   ASSIGNMENT

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


<PAGE>

--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

--------------------------------------------------------------------------------
Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.

DATED:  __________________________

                                                       _________________________



_________________________________________________
               (Signature Guarantee)