<PAGE>
                                                                     EXHIBIT 4.1

                             FORM OF FIXED RATE NOTE

                                 [FACE OF NOTE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY") (55 WATER
STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), 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.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


REGISTERED              CUSIP No. 28368E AE 6      PRINCIPAL AMOUNT: $
No. FXR-01


                               EL PASO CORPORATION
                             7.750% MEDIUM TERM NOTE
                                  (Fixed Rate)



<Table>
<S>                                         <C>                                   <C>
Original Issue Date: January 11, 2002       Interest Rate: 7.750% per annum       Stated Maturity Date: January 15, 2032
</Table>


<Table>
<S>                                                     <C>
Interest Payment Date(s):                               Record Date(s): January 1 and July 1
[X] January 15 and July 15, commencing July 15, 2002
[ ] Other:

Redemption:
[ ] No                [X] Yes:
</Table>



<PAGE>

<Table>
<S>                                             <C>                                        <C>
Redemption Commencement Date: January 11, 2002

Initial Redemption Percentage: At Make-Whole Price (See Reverse of Note)

Annual Redemption Percentage Reduction: N/A

Repayment
[X] No
[ ] Yes, at Option of Holder
Optional Repayment Dates: N/A

Optional Repayment Price: N/A

Interest Rate Reset:
[X] No
[ ] Yes, at Option of the Company               Optional Reset Date(s): N/A


Extension Of Maturity:
[X] No
[ ] Yes, At Option Of The Company

Extension Period: N/A                           No. of Extension Periods: N/A              Final Maturity: N/A

Specified Currency:
[X] U.S. Dollars
[ ] Other:                                      Exchange Rate Agent: N/A

Authorized Denomination:
[X] $1,000 and Integral Multiples Thereof
[ ] Other:

Original Issue Discount:
[X] No
[ ] Yes:

Total Amount of OID: N/A                        Initial Accrual Period: N/A                Yield to Maturity: N/A

Amortizing Note:
[X] No
[ ] Yes (See Addendum)

Indexed Note:                                   Addendum Attached:
[X] No                                          [X] No
[ ] Yes (See Addendum)                          [ ] Yes

Other Provisions: None
</Table>



<PAGE>
         EL PASO CORPORATION (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, the principal sum of
________, on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity" with respect to the principal repayable on such date) and to
pay interest thereon, at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment. The Company will
pay interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), commencing with the first Interest Payment
Date next succeeding the Issue Date specified above, and at Maturity; provided,
however, that the first payment of interest on any Note originally issued
between a record date and an Interest Payment Date will be made on the first
Interest Payment Date following the next succeeding record date to the Holder of
this Note on such succeeding record date. Unless otherwise specified on the face
hereof, interest on this Note (as defined on the reverse hereof) will be
computed on the basis of a 360-day year of twelve 30-day months.

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

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity, as the case may be. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fourteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Regular Record Date"); provided, however, that interest
payable at Maturity will be payable to the person to whom the principal hereof
and premium, if any, hereon shall be payable.

         "Business Day," as used herein, means each Monday, Tuesday, Wednesday,
Thursday and Friday that is neither a legal holiday nor a day on which banking
institutions are generally authorized or obligated by law or executive order to
close in The City of New York or any other place or places where the principal
of (and premium, if any) and interest on the Notes is payable and also, with
respect to Notes denominated in a Specified Currency other than U.S. dollars, in
the Principal Financial Center (as defined below) of the country issuing the
Specified Currency.

         Payment of principal, premium, if any, and interest in respect of this
Note due at Maturity to be made in U.S. dollars will be made in immediately
available funds upon presentation and surrender of this Note (and, with respect
to any applicable repayment of this Note, a duly completed election form as
contemplated on the reverse hereof) at the office of the Paying Agent in The
City of New York, or at such other places as may be designated by the Company;
provided that the Note is presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures. Unless otherwise specified above, if any payment at Maturity is to
be made in a Specified Currency other than U.S. dollars as set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank located in the Principal Financial Center of the country
issuing the Specified Currency or other jurisdiction acceptable to the Company
and the Paying Agent as shall have been designated by the Holder hereof at least
five Business Days prior to Maturity, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly completed
election form) is presented and surrendered at the aforementioned office of the
Paying



<PAGE>

Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. (Such designation with respect to a
payment in other than U.S. dollars shall be made by filing the appropriate
information with the Paying Agent at the office of the Paying Agent in The City
of New York, and, unless revoked, any such designation made with respect to this
Note by its registered Holder will remain in effect with respect to any further
payments with respect to this Note payable to its Holder. If such a payment with
respect to this Note cannot be made by wire transfer because the required
designation has not been received by the Paying Agent on or before the requisite
date or for any other reason, a notice will be mailed to the Holder of this Note
at its registered address requesting a designation pursuant to which such wire
transfer can be made and, upon the Paying Agent's receipt of such a designation,
such payment will be made within five Business Days of such receipt.) The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holder of this Note.

         If this Note is denominated in and principal, premium, if any, and
interest is payable in U.S. dollars, principal (and premium, if any) and any
interest will be payable at the principal corporate trust office of the Trustee
in The City of New York, or at such other places as may be designated by the
Company, provided that the Company, at its option, may pay interest other than
interest due at Maturity by check mailed or delivered to the address of the
person entitled thereto as such address appears in the Security Register, or by
wire transfer of immediately available funds to an account designated by such
person if appropriate wire transfer instructions have been received in writing
by the Paying Agent not less than 10 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the Paying Agent
shall remain in effect until revoked by such Holder. Unless otherwise specified
above, any interest on this Note (other than interest at Maturity) that is
payable in a Specified Currency other than U.S. dollars will be paid by mailing
a check or draft in the Specified Currency drawn on an account at a bank outside
of the United States.

         If any Interest Payment Date, Redemption Date, Optional Repayment Date
or Stated Maturity falls on a day that is not a Business Day, the required
payment of principal, premium, if any, and/or interest need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on the date such payment was due, and no interest shall accrue
with respect to such payment for the period from and after such Interest Payment
Date, Redemption Date, Optional Repayment Date or Stated Maturity, as the case
may be, to the date of such payment on the next succeeding Business Day.

         "Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to be
made, except that with respect to U.S. dollars, Australian dollars, Deutsche
marks, Dutch guilders, Italian lire, Swiss francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is other
than U.S. dollars, any such amounts so payable by the Company, at the option of
the Company, may be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that, if
specified above under "Other Provisions," the Holder of this Note may elect to
receive such amounts in U.S. dollars or in the Specified Currency pursuant to
the provisions set forth below.

<PAGE>
         Payments of principal of, premium, if any, and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency
Note") will be made in U.S. dollars if the registered Holder of such Note on the
relevant Regular Record Date, or at Maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to the Paying
Agent at the office of the Paying Agent in The City of New York on or before
such Regular Record Date, or the date 15 days before Maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or sent by cable,
telex, or other form of facsimile transmission. Any such request made for any
Note by a registered Holder will remain in effect for any further payments of
principal of, premium, if any, and interest on such Note payable to such Holder,
unless such request is revoked on or before the relevant Regular Record Date or
the date 15 days before Maturity, as the case may be.

         Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 a.m. New York City time on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected
by the Exchange Rate Agent and approved by the Company for purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of the Specified Currency payable to all
Holders of Foreign Currency Notes scheduled to receive U.S. dollar payments and
at which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the Holder of such Foreign Currency Note by
deductions from such payments. If three such bid quotations are not available on
the second Business Day prior to the applicable payment date, payments may be
made in the Specified Currency

         A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at its
Corporate Trust Office in The City of New York on or prior to the applicable
Regular Record Date or at least 15 calendar days prior to Maturity, as the case
may be. Such written request may be may be in writing (mailed or hand delivered)
or sent by cable, telex, or other form of facsimile transmission. A Holder of a
Foreign Currency Note may elect to receive payment in the applicable Specified
Currency for all such principal, premium, if any, and interest payments and need
not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Regular Record Date or at least 15 calendar days prior to Maturity, as the case
may be.

         If the principal of, and premium, if any, or interest on any Note is
payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available to the Company for making payments thereof due to the
imposition of exchange controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at Maturity) in
U.S. dollars on the basis of the methodology described in the second preceding
paragraph.

         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth on
the face hereof.



<PAGE>

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                     [rest of page intentionally left blank]



<PAGE>

         IN WITNESS WHEREOF, El Paso Corporation has caused this Note to be
executed.


                                       EL PASO CORPORATION


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





Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:

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


JPMORGAN CHASE BANK,
as Trustee


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



<PAGE>

                            [FORM OF REVERSE OF NOTE]

                               EL PASO CORPORATION
                             7.750% MEDIUM TERM NOTE
                                  (Fixed Rate)


                  This Note is one of a duly authorized series of Debt
Securities (the "Debt Securities") of the Company issued and to be issued under
an Indenture, dated as of May 10, 1999, as amended, modified or supplemented
from time to time (the "Indenture"), between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan 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. This Note is one of the series of Debt Securities designated as
"7.750% Medium-Term Notes" (the "Notes"). All terms used but not defined in this
Note or specified on the face hereof or in an Addendum hereto shall have the
meanings assigned to such terms in the Indenture.

                  This Note is issuable only in registered form without coupons.
Notes denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than U.S.
dollars will be initially issued in denominations of the equivalent of $1,000 in
the Specified Currency (rounded down to an integral multiple of 1,000 units of
such Specified Currency), at the noon buying rate for cable transfers in The
City of New York of such Specified Currency (the "Exchange Rate") on the
Business Day next preceding the date on which the Company accepts the offer to
purchase such Note.

                  This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will be redeemable but not repayable prior to the
Stated Maturity Date.

                  The Company has the option, if specified on the face hereof,
to reset the interest rate on the date or dates specified on the face hereof as
Optional Reset Dates. If the Company elects to reset the interest rate, the
Holder will have the option to elect repayment of this Note by the Company on
any Optional Reset Date at a price equal to the aggregate principal amount
thereof outstanding on, plus any interest accrued to, such Optional Reset Date
(or, for an Original Issue Discount Note, as specified below). In order for this
Note to be so repaid on an Optional Reset Date, the Holder must follow the
procedures specified below in connection with optional repayment, except that
(i) the period for delivery of such Note or notification to the Trustee will be
at least 25 but not more than 35 days prior to such Optional Reset Date and (ii)
a Holder who has tendered a Note for repayment pursuant to a Reset Notice (as
defined below) may, by written notice to the Trustee, revoke any such tender
until the close of business on the tenth day prior to such Optional Reset Date.

                  The Company may exercise the option to reset the interest rate
on this Note by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to an Optional Reset Date for such Note. Not later than 40
days prior to such Optional Reset Date, the Trustee for this Note will mail,
first class, postage prepaid, or deliver to the Holder a notice (the "Reset
Notice"). The Reset Notice will



<PAGE>

indicate whether the Company has elected to reset the interest rate and, if so,
(i) such new interest rate and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or, if there is no such next Optional Reset Date, to the Stated Maturity Date of
this Note (each such period, a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during such Subsequent Interest Period.

                  Notwithstanding the foregoing, the Company may, at its option,
revoke the interest rate as provided for in the Reset Notice, and establish a
higher interest rate than the interest rate provided for in the relevant Reset
Notice for the Subsequent Interest Period commencing on such Optional Reset
Date, by causing the Trustee to mail or deliver to the Holder, not later than 20
days prior to an Optional Reset Date for this Note (or, if such day is not a
Business Day, on the immediately succeeding Business Day), notice of such higher
interest rate. Such notice will be irrevocable. The Company must notify the
Trustee of its intention to revoke such Reset Notice at least 25 days prior to
such Optional Reset Date. If the interest rate of this Note is reset on an
Optional Reset Date and the Holder has not tendered this Note for repayment (or
has validly revoked any such tender) in accordance with the applicable
procedures this Note will bear such higher interest rate for the Subsequent
Interest Period.

                  As specified on the face hereof, this Note will be subject to
redemption at the option of the Company on any date on and after the Redemption
Commencement Date specified on the face hereof, in whole or from time to time in
part, at the Make-Whole Price (as defined below), on notice given no more than
60 nor less than 30 calendar days prior to the date of redemption (the
"Redemption Date") and in accordance with the provisions of the Indenture.
"Make-Whole Price" means an amount equal to the greater of (i) 100% of the
principal amount of this Note to be redeemed and (ii) as determined by an
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion
of such payments of interest accrued as of the Redemption Date) discounted back
to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
25 basis points, plus, in the case of both (i) and (ii), accrued and unpaid
interest to the Redemption Date. Unless the Company defaults in payment of the
Make-Whole Price, on and after the Redemption Date, interest will cease to
accrue on the principal amount of this Note to be redeemed. In the event of
redemption of the Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of this Note that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of this Note.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.



<PAGE>

                  "Reference Treasury Dealer" means (i) Banc of America
Securities LLC; ABN AMRO Incorporated; BNP Paribas Securities Corp.; Credit
Lyonnais Securities (USA) Inc. and J.P. Morgan Securities Inc. and their
respective successors; provided, however, that if any of the foregoing shall not
be a primary U.S. government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any two other Primary Treasury Dealers the Company
selects.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Stated maturity, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

                  Notwithstanding Section 1104 of the Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Make-Whole Price but only the manner of calculation thereof. The Company shall
notify the Trustee of the Make-Whole Price with respect to the foregoing
redemption promptly after the calculation thereof, and the Trustee shall not be
responsible for such calculation.

                  If specified on the face hereof, this Note (unless this Note
is an Original Issue Discount Note) will be subject to repayment by the Company
at the option of the Holder hereof on the Optional Repayment Date(s), if any,
specified on the face hereof, in whole or in part in increments of U.S. $1,000
(or 1,000 units of the Specified Currency), at the Optional Repayment Price
stated on the face hereof, which is a price equal to 100% of the unpaid
principal amount to be repaid, together with any accrued and unpaid interest and
premium payable thereon to the specified Optional Repayment Date (each, a
"Repayment Date"). For this Note to be repaid, the Company must receive at its
offices or agencies for that purpose in The City of New York not more than 60
nor less than 30 calendar days prior to the Repayment Date, (i) the Note with
the form herein entitled "Option to Elect Repayment" duly completed or (ii) a
telegram, telex, 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 a trust company in the



<PAGE>

United States of America setting forth the name of the holder of the Note, the
principal amount of the Note, the amount of the Note to be repaid, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that the Note to be repaid with the form entitled "Option to Elect Repayment"
herein duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter and such Note and form duly completed are received by the Company by such
fifth Business Day. Exercise of such repayment option by the Holder hereof will
be irrevocable. In the event of repayment of this Note in part only, a new Note
of like tenor for the unrepaid portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof. All questions as to the validity, eligibility
(including time of receipt) and acceptance of this Note for repayment will be
determined by the Company, whose determination will be final and binding.

                  If this Note is an Original Issue Discount Note as specified
on the face hereof, the amount payable to the Holder of this Note in the event
of redemption, repayment or acceleration of Maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus (ii)
with respect to any redemption, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof) minus 100% multiplied by the Issue Price
specified on the face hereof, net of any portion of such Issue Price which has
been paid prior to the Redemption Date, or the portion of the Issue Price (or
the net amount) proportionate to the portion of the unpaid principal amount to
be redeemed, plus (iii) any accrued interest to the date of such event, the
payment of which would constitute qualified stated interest payments within the
meaning of Treasury Regulation 1.1273-1(c) under the Internal Revenue Code of
1986, as amended (the "Code"). The accrued interest described in clause (iii)
above will be computed on the basis of a 360-day year of twelve 30-day months,
compounded semiannually. The "Amortized Face Amount" means an amount equal to
(i) the Issue Price plus (ii) the aggregate portions of the original issue
discount (the excess of the amounts considered as part of the "stated redemption
price at maturity" of this Note within the meaning of Section 1273(a)(2) of the
Code, whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.

                  If the Maturity of an Original Discount Note that bears no
interest falls on a day that is not a Business Day with respect to such Original
Issue Discount Note, the payment due at Maturity will be made on the following
day that is a Business Day with the same force and effect as if it were made on
the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after Maturity.

                  Unless otherwise stated on the face hereof, each Note will
mature at the Stated Maturity Date of such Note. If stated on the face hereof,
the Company has the option to extend the Stated Maturity Date of such Note for
one or more periods of whole years from one to five (each an "Extension Period")
up to but not beyond the date (the "Final Maturity") set forth on the face
hereof.

                  The Company may exercise such option with respect to a Note by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to the old Stated Maturity Date for such Note. Not later than 40 days
prior to the old Stated Maturity Date of such Note, the Trustee for such Note
will mail , first class, postage prepaid, or deliver to the Holder thereof a
notice (the "Extension Notice"). The


<PAGE>

Extension Notice will set forth (i) the election of the Company to extend the
Stated Maturity Date of such Note; (ii) the new Stated Maturity Date; (iii) the
interest rate applicable to the Extension Period; and (iv) the provisions, if
any, for redemption during the Extension Period, including the date or dates on
which or the period or periods during which and the price or prices at which
such redemption may occur during the Extension Period. Upon the mailing or
delivery by such Trustee of an Extension Notice to the Holder of a Note, the
Stated Maturity Date of such Note shall be extended automatically, and, except
as modified by the Extension Notice and as described in the next paragraph, such
Note will have the same terms as prior to the mailing or delivering of such
Extension Notice.

                  Notwithstanding the foregoing, not later than 20 days prior to
the old Stated Maturity Date of such Note (or, if such day is not a Business
Day, on the immediately succeeding Business Day), the Company may, at its
option, revoke the interest rate provided for in the Extension Notice for such
Note and establish a higher interest rate for the Extension Period, by causing
the Trustee for such Note to mail, first class, postage prepaid, or deliver
notice of such higher interest rate to the Holder of such Note. Such notice will
be irrevocable. All Notes with respect to which the Stated Maturity Date is
extended will bear such higher interest rate for the Extension Period, whether
or not tendered for repayment.

                  If the Company extends the Stated Maturity Date of this Note,
the Holder of this Note will have the option to elect repayment of such Note by
the Company on the old Stated Maturity Date at a price equal to the aggregate
principal amount thereof outstanding on, plus interest accrued to, such date or,
for an Original Issue Discount Note, as described above. In order for a Note to
be repaid on the old Stated Maturity Date once the Company has extended the
Stated Maturity Date thereof, the Holder thereof must follow the procedures
applicable to optional repayment set forth above, except that (i) the period for
delivery of this Note or notification to the Trustee for this Note will be at
least 25 but not more than 35 days prior to the old Stated Maturity Date and
(ii) a Holder who has tendered a Note for repayment pursuant to an Extension
Notice may, by written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day before the old Stated
Maturity Date.

                  If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture. The
Indenture contains provisions setting forth certain conditions to the
institution of proceedings by Holders of Notes with respect to the Indenture or
for any remedy under the Indenture.

                  The Indenture contains provisions for discharge of the Notes
and for defeasance of (i) the entire indebtedness of the Notes or (ii) certain
covenants and Events of Default with respect to the Notes, in each case upon
compliance with certain conditions set forth therein, which provisions apply to
the Notes.

                  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 a series of Debt
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of all
series of Debt Securities (acting as one class) at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority of the aggregate principal amount of the outstanding
Debt Securities of all affected series, on behalf of the Holders of all Debt
Securities of such series, to waive compliance by the Company with certain
restrictive provisions of the Indenture. Furthermore, provisions in the
Indenture permit the Holders of not less than a majority of the aggregate
principal amount of any series,


<PAGE>

in certain instances, to waive, on behalf of all of the Holders of Debt
Securities of such series, 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 other Notes issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon the Note.

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

                  As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Note is
registrable in the Security Register of the Company upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where this Note is payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount and having the same terms and
conditions, will be issued to the designated transferee or transferees. As
provided in the Indenture and subject to certain limitations therein and herein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations but otherwise having the same terms
and conditions, as requested by the Holder hereof 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 Indenture provides that no recourse may be taken, directly
or indirectly, against any incorporator, subscriber to the capital stock,
stockholder, officer, director or employee of the Company or of any predecessor
or successor of the Company with respect to the Company's obligations on the
Notes or the obligations of the Company under the Indenture. Each Holder by
accepting a Note waives all such recourse.

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner thereof
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.

                  The Indenture and this Note shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.



<PAGE>

                                  ABBREVIATIONS



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

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties    (Cust) (Minor) under Uniform Gifts to
                                          Minors Act
JT TEN -  as joint tenants with right
          of survivorship and not as
          tenants in common

                                          (State)

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


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


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


(Please print or typewrite name and address including postal zip code of
assignee)


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


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



Date:



                                       Notice:   The signature(s) on this
                                                 assignment must correspond with
                                                 the name(s) as written upon the
                                                 face of the within Note in
                                                 every particular, without
                                                 alteration or enlargement or
                                                 any change whatsoever.