<PAGE>

                                                                    EXHIBIT 4.05

                          LEHMAN BROTHERS HOLDINGS INC.

                      10 Uncommon Values(R) Index BASES(SM),
  0.25% Basket Adjusting Structured Equity SecuritiesSM Notes Due July 3, 2006


Number R-1                                                            $4,000,000
                                                               CUSIP 524908 DN 7


See Reverse for Certain Definitions

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), 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.

            LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, on July 3, 2006, or if a Delaying Event occurs,
three Business Days after the Payment Determination Date therefor (the "Stated
Maturity"), in such coin or currency of the United States of America at the time
of payment shall be legal tender for the payment of public and private debts,
for each $1,000 principal amount of the Securities represented hereby, an amount
equal to (i) the greater of (a) $1,000 and (b) the Alternative Redemption Amount
and (ii) accrued but unpaid interest through the Stated Maturity (the "Maturity
Payment Amount"), and to pay interest computed on the basis of a 360-day year of
twelve 30-day months, semi-annually on January 3 and July 3 of each year,
commencing January 3, 2002, on said principal sum at said office or agency, in
like coin or

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                                                                               2


currency, at a rate per annum equal to 0.25% from July 3, 2001 or the most
recent January 3 or July 3 to which interest has been paid or duly provided for.

            The interest so payable on any January 3 or July 3 shall, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the person in whose name this Security is registered at the close of
business on the fifteenth day of the calendar month prior to which the interest
payment is made. Interest may, at the option of the Company, be paid by check
mailed to the person entitled thereto at such person's address as it appears on
the registry books of the Company.

            Any amount payable hereon shall be paid only upon presentation and
surrender of this Security.

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

            "10 Uncommon Values" is a registered trademark of, and "Basket
Adjusting Structured Equity Securities" and "BASES" are service marks of, Lehman
Brothers Inc.

            This Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.

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                                                                               3


            IN WITNESS WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused this
instrument to be signed by its Chairman of the Board, its Vice Chairman, its
President, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, by manual or facsimile signature under its corporate seal, attested
by its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.

Dated: July 3, 2001                 LEHMAN BROTHERS HOLDINGS INC.


                                    By:        /s/ BARRETT S. DIPAOLO
                                        --------------------------------------
                                        Name:  Barrett S. DiPaolo
                                        Title: Vice President

                                    Attest:    /s/ CINDY S. GREGOIRE
                                            ----------------------------------
                                        Name:  Cindy S. Gregoire
                                        Title: Assistant Secretary


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: July 3, 2001

CITIBANK, N.A.
  as Trustee


By:
    -------------------------------
    Name:
    Title:
<PAGE>

                               Reverse of Security

            This Security is one of a duly authorized series of Securities of
the Company designated as 10 Uncommon Values(R) Index BASESSM, 0.25% BaskeT
Adjusting Structured Equity SecuritiesSM Notes Due July 3, 2006 (herein called
the "Securities"). The Company may, without the consent of the holders of the
Securities, create and issue additional notes ranking equally with the
Securities and otherwise similar in all respects so that such further notes
shall be consolidated and form a single series with the Securities; provided
that no additional notes can be issued if an Event of Default has occurred with
respect to the Securities. This series of Securities is one of an indefinite
number of series of debt securities of the Company, issued and to be issued
under an indenture, dated as of September 1, 1987, as amended (herein called the
"Indenture"), duly executed and delivered by the Company and Citibank N.A., 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 description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities.

            The Securities are not redeemable prior to June 28, 2003. The
Securities may be redeemed, at the option of the Company, as a whole or from
time to time in part, on or after June 28, 2003 (the "Redemption"), and prior to
the Stated Maturity, upon the notice referred to below, at a redemption price,
for each $1,000 principal amount of the Securities redeemed, equal to (i) the
greater of (a) $1,000 and (b) the Alternative Redemption Amount and (ii) any
accrued but unpaid interest through the Redemption Date (the "Redemption Payment
Amount").

            Notice of Redemption shall be given by mailing a notice to the
Holders of such Redemption (the "Redemption Notice") in accordance with the
Indenture and the Securities. A Redemption shall occur on the Redemption Date
Redemption Date.

            The Securities shall be repayable at the option of the Holder
thereof (the "Repurchase"), in whole or from time to time in part, on any
Business Day until eight Business Days before July 3, 2006, at a price for each
$1,000 principal amount of the Securities repurchased, equal to (i) the
Alternative Redemption Amount and (ii) any accrued but unpaid interest through
the Non-Delaying Event Repurchase Date or, if a Delaying Event occurs, through
the Delaying Event Repurchase Date (the "Repurchase Payment Amount"). In order
for the Holder to be repaid, the Company must receive at the Corporate Trust
Office of the Trustee (or at such other address of which the Company shall from
time to time notify the Holders of the Securities) at any time until eight
Business Days before July 3, 2006, (i) this Security with the form entitled
"Option to Elect Repayment" set forth below duly completed or (ii) unless the
Holder is The Depository Trust Company or its nominee or a successor securities
depository or its nominee, a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the National Association of
Securities Dealers or a commercial bank or a trust company in the United States
of America setting forth the name of the Holder of this Security, the principal
amount of this Security, the portion of this Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that this Security together with the form entitled "Option to Elect Repayment"
set forth below duly completed, shall be received by the Company not later than
five Business Days after the date of

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                                                                               2


such telegram, telex, facsimile transmission or letter and this Security and
form duly completed are received by the Company by such fifth Business Day. Any
such election shall be irrevocable. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Security for
repayment shall be determined by the Company, whose determination shall be final
and binding. A Repurchase shall occur on the Non-Delaying Event Repurchase Date
or, if a Delaying Event occurs, on the Delaying Event Repurchase Date.

            The Ending Index Level used to calculate the Alternative Redemption
Amount shall be determined by the Calculation Agent pursuant to the Calculation
Agency Agreement.

            All percentages resulting from any calculation with respect to the
Securities shall be rounded at the Calculation Agent's discretion.

            The Trustee shall fully rely on the determination by the Calculation
Agent of the Payment Amount and shall have no duty to make any such
determination.

            This Security is not subject to any sinking fund.

            If an Event of Default with respect to the Securities shall occur
and be continuing, the amounts payable on all of the Securities may be declared
due and payable in the manner and with the effect provided in the Indenture. The
amount payable to the Holder hereof upon any acceleration permitted under the
Indenture shall be equal to the Payment Amount calculated as though the date of
acceleration was the Stated Maturity and the date three Business Days prior
thereto was the applicable Payment Determination Date.

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66"% in aggregate
principal amount of each series of Securities at the time Outstanding 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 Securities of all such series; PROVIDED, HOWEVER, that no such
supplemental indenture shall, among other things, (i) change the fixed maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest
therein payable in any coin or currency other than that hereinabove provided,
without the consent of the holder of each Security so affected, or (ii) change
the place of payment on any Security, or impair the right to institute suit for
payment on any Security, or reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of each Security so affected. It is also
provided in the Indenture that, prior to any declaration accelerating the
maturity of any series of Securities, the holders of a majority in aggregate
principal amount of the Securities of such series Outstanding may on behalf of
the holders of all the Securities of such series waive any past default or Event
of Default under the Indenture with respect to such series and its consequences,
except a default in the payment of interest, if any or the principal of, or
premium if any, on any of the Securities of such series, or in the payment of
any sinking fund installment or analogous obligation with respect to Securities
of

<PAGE>
                                                                               3


such series. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future holders and owners
of this Security and any Securities which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Security or such other Securities.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal amount with
respect to this Security.

            The Securities are issuable in denominations of $1,000 and any
integral multiple of $1,000.

            The Company, the Trustee, and any agent of the Company or of the
Trustee may deem and treat the registered holder (the "Holder") hereof as the
absolute owner of this Security (whether or not this Security shall be overdue
and notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment hereof, or on account hereof, and for all other
purposes and neither the Company nor the Trustee nor any agent of the Company or
of the Trustee shall be affected by any notice to the contrary. All such
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Security.

            No recourse for the payment of the principal of, premium, if any, or
interest on this Security, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
Corporate Trust Office or agency in a Place of Payment for this Security, 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 such Holder's attorney duly authorized in writing, and
thereupon one or more new Securities of this series or of like tenor and of
authorized denominations and for the same aggregate principal amount, shall be
issued to the designated transferee or transferees.

            For United States federal income tax purposes, the Securities will
be governed by the contingent payment debt regulations under Treas. Reg.
ss.1.1275-4 (the "Contingent Debt Regulations"). The Company has determined thE
"Comparable Yield" to be 5.835% per annum, compounded semi-annually, and the
projected payment schedule per note to be $1.25 semi-annually and $1,320.17 due
on the stated maturity date which includes the final interest payment.

<PAGE>
                                                                               4


            THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            Set forth below are definitions of the terms used in this Security.

            "Alternative Redemption Amount", for each $1,000 principal amount of
the Securities, is equal to:

            $1,000     x     ENDING INDEX LEVEL
                             ------------------
                                   126.25

            "AMEX" shall mean the American Stock Exchange.

            "Average Execution Price" for a security or other property shall
mean the average execution price that an affiliate of the Company receives or
pays for such security or property, as the case may be, to hedge the Company's
obligations under the Securities.

            "Business Day" notwithstanding the Indenture, shall mean any day
other than a Saturday, a Sunday or a day on which either the NYSE or the AMEX is
not open for securities trading or commercial banks in New York City are
authorized or required by law or executive order to remain closed.

            "Calculation Agency Agreement" shall mean the Calculation Agency
Agreement, dated as of July 3, 2001, between the Company and the Calculation
Agent, as amended, modified or supplemented from time to time.

            "Calculation Agent" shall mean the person that has entered into an
agreement with the Company providing for, among other things, the determination
of the Ending Index Level and the Payment Amount. The initial Calculation Agent
is Lehman Brothers Inc.

            "Calculation Date" shall mean (i) three Business Days prior to (a)
for payment at Stated Maturity, July 3, 2006 or (b) for payment upon a
Repurchase, the Non-Delaying Event Repurchase Date or (ii) the date of the
Redemption Notice for payment upon a Redemption.

            "Close of Trading" shall mean 4:00 p.m., New York City time.

            "Closing Price," means the following, determined by the Calculation
Agent based on information reasonably available to it:

            (i) If the Index Security is listed on a United States national
      securities exchange, trading system or is a NASDAQ Stock Market, Inc.
      security, the last reported sale price at the Close of Trading, regular
      way, on such day, on the primary securities exchange or trading system
      registered under the Securities Exchange Act of 1934 on

<PAGE>
                                                                               5


      which such Index Security is listed or admitted to trading or NASDAQ Stock
      Market, Inc., as the case may be.

            (ii) If the Index Security is listed on a non-United States
      securities exchange, trading system (other than a bulletin board) or
      market, the last reported sale price at the Close of Trading, regular way,
      on such day, on the primary exchange, trading system or market on which
      such Index Security is listed or admitted to trading, as the case may be.
      The Closing Price will then be converted into U.S. dollars using the
      Official W.M. Reuters Spot Closing Rate.

            (iii) If the Index Security is not listed on a national securities
      exchange or trading system or is not a NASDAQ Stock Market, Inc. security,
      and is listed or traded on a bulletin board, the average execution price
      that an affiliate of the Company receives upon the sale of such Index
      Security used to hedge the Company's obligations for this Security. If
      such Index Security is listed or traded on a non-United States bulletin
      board, the Closing Price will then be converted into U.S. dollars using
      the Official W.M. Reuters Spot Closing Rate.

            (iv) If a Market Disruption Event has occurred for an Index Security
      on a day on which the Closing Price for such Index Security is to be
      calculated, the Closing Price for such Index Security shall initially be
      determined using the Closing Price for such Index Security on the next
      preceding Trading Day on which a Market Disruption Event did not occur.
      Once the Market Disruption Event has ceased, the Closing Price of such
      Index Security shall then be adjusted to equal the Average Execution Price
      of the Index Security. The Rollover Closing Level and the resulting
      Multipliers shall then be recalculated and adjusted accordingly.

            "Delaying Event" shall mean a Market Disruption Event for an Index
Security that occurs on the relevant Calculation Date.

            "Delaying Event Repurchase Date" shall mean, if a Delaying Event
occurs on the Calculation Date for a Repurchase, three Business Days after the
Payment Determination Date therefor.

            "Ending Index Level" shall equal the sum of (a) the products of the
Closing Prices and the applicable Multipliers for each Index Security for which
a Delaying Event does not occur on the related Calculation Date, (b) if a
Delaying Event occurs for an Index Security on the related Calculation Date, the
product of the Closing Price for such Index Security on the next Business Day on
which a Market Disruption Event does not occur for such Index Security and the
Multiplier for such Index Security and (c) any cash included in the 10 Uncommon
Values Index on the Calculation Date.

            "Index Securities" shall mean the securities included in the 10
Uncommon Values Index from time to time.

            "Issue Price" shall mean $1,000.

<PAGE>
                                                                               6


            "Market Disruption Event" with respect to an Index Security means
any of the following events as determined by the Calculation Agent:

            (i) A suspension, absence or material limitation of trading of such
      Index Security has occurred on that day, in each case, for more than two
      hours of trading or during the one-half hour period preceding the Close of
      Trading on the primary organized U.S. exchange or trading system on which
      such Index Security is traded or, in the case of an Index Security not
      listed or quoted in the United States, on the primary exchange, trading
      system or market for such Index Security. Limitations on trading during
      significant market fluctuations imposed pursuant to NYSE Rule 80B or any
      applicable rule or regulation enacted or promulgated by the NYSE, any
      other exchange, trading system, or market, any other self regulatory
      organization or the Securities and Exchange Commission of similar scope or
      as a replacement for Rule 80B, may be considered material. Notwithstanding
      the first sentence of this paragraph, a Market Disruption Event for an
      Index Security traded on a bulletin board means a suspension, absence or
      material limitation of trading of such Index Security for more than two
      hours or during the one hour period preceding 4:00 p.m., New York City
      time.

            (ii) A suspension, absence or material limitation has occurred on
      that day, in each case, for more than two hours of trading or during the
      one-half hour period preceding the Close of Trading in options contracts
      related to such Index Security, whether by reason of movements in price
      exceeding levels permitted by an exchange, trading system or market on
      which options contracts related to such Index Security are traded or
      otherwise.

            (iii) Information is unavailable on that date, through a recognized
      system of public dissemination of transaction information, for more than
      two hours of trading or during the one-half hour period preceding the
      Close of Trading, of accurate price, volume or related information in
      respect of such Index Security or in respect of options contracts related
      to such Index Security, in each case traded on any major U.S. exchange or
      trading system or in the case of Index Securities of a non-U.S. issuer,
      the primary non-U.S. exchange, trading system or market.

      For purposes of determining whether a Market Disruption Event has
      occurred:

            (i) a limitation on the hours or number of days of trading will not
      constitute a Market Disruption Event if it results from an announced
      change in the regular business hours of the relevant exchange, trading
      system or market;

            (ii) any suspension in trading in an option contract on an Index
      Security by a major securities exchange, trading system or market by
      reason of (a) a price change violating limits set by such securities
      market, (b) an imbalance of orders relating to those contracts, or (c) a
      disparity in bid and ask quotes relating to those contracts will
      constitute a Market Disruption Event notwithstanding that the suspension
      or material limitation is less than two hours;

<PAGE>
                                                                               7


            (iii) a suspension or material limitation on an exchange, trading
      system or in a market will include a suspension or material limitation of
      trading by one class of investors provided that the suspension continues
      for more than two hours of trading or during the last one-half hour period
      preceding the Close of Trading on the relevant exchange, trading system or
      market but will not include any time when the relevant exchange, trading
      system or market is closed for trading as part of that exchange's, trading
      system's or market's regularly scheduled business hours; and

            (iv) "Trading systems" include bulletin board services.

            "Multiplier" relating to each Index Security shall mean the number
of shares (including any fractional share expressed as a decimal) of such Index
Security included in the 10 Uncommon Values Index. The Multipliers with respect
to each Index Security shall only be adjusted for certain extraordinary
corporate events as described in the Calculation Agency Agreement.

            "Non-Delaying Event Repurchase Date" shall mean the eighth Business
Day following the Business Day on which the Company receives notice of a
Repurchase from a Holder.

            "NYSE" shall mean the New York Stock Exchange.

            "Official W.M. Reuters Spot Closing Rates" shall mean the closing
spot rates published on Reuters page "WMRA" relevant for such Index Security.

            "Payment Amount" shall mean the Maturity Payment Amount, the
Redemption Payment Amount or the Repurchase Payment Amount, as the case may be.

            "Payment Determination Date" shall mean the relevant Calculation
Date, unless a Delaying Event occurs with respect to such Payment Determination
Date, in which case the first Business Day after the Calculation Date on which
the Closing Prices for all Index Securities that have been subject to a Delaying
Event have been determined.

            "Redemption" shall mean the option of the Company to redeem, at any
time on or after June 28, 2003, in whole or from time to time in part, the
Securities.

            "Redemption Date" shall mean, notwithstanding anything to the
contrary in the Indenture, the date set forth in the Redemption Notice, which
date shall not be less than 30 nor more than 60 days after the date of the
Redemption Notice.

            "Redemption Notice" shall mean the notice of Redemption mailed to
the Holders.

            "Repurchase" shall mean the option, at any time until eight Business
Days before July 3, 2006, of a beneficial holder to elect to require the Company
to repurchase, at any time

<PAGE>
                                                                               8


until eight Business Days before July 3, 2006, in whole or from time to time in
part, such holder's Securities.

            "Stated Maturity" shall mean July 3, 2006, or if a Delaying Event
occurs on July 3, 2006 (or if July 3, 2006 is not a Business Day, on the next
Business Day on which the Ending Index Level can be calculated), three Business
Days after the Payment Determination Date on which the Ending Index Level has
been determined.

            "Trading Day" shall mean a day on which trading generally is
conducted on the NYSE, AMEX and NASDAQ NMS and in the over-the-counter market
for equity securities as determined by the Calculation Agent.

            "10 Uncommon Values Index" shall mean the group of common stocks (or
the depositary receipts representing such common stocks) of 10 corporations,
selected each year by the Investment Policy Committee of Lehman Brothers Inc.
with the assistance of its Equity Research Department, as adjusted for certain
extraordinary corporate events as described in the Calculation Agency Agreement.

            All terms used but not defined in this Security are used herein as
defined in the Calculation Agency Agreement or the Indenture.

<PAGE>
                                                                               9


                            OPTION TO ELECT REPAYMENT

            The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof specified below)
pursuant to its terms at a price equal to the Alternative Redemption Amount plus
any accrued but unpaid interest.

            For this Security to be repaid, the Company must receive at the
office of the Trustee, located at its Corporate Trust Office (or at such other
place or places of which the Company shall from time to time notify the holder
of the within Security) on any Business Day until eight Business Days before
July 3, 2006, (i) this Security with this "Option to Elect Repayment" form duly
completed, or (ii) unless the Holder is The Depository Trust Company or its
nominee or a successor securities depository or its nominee, a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers or a commercial bank or a
trust company in the United States of America setting forth the name of the
holder of the within Security, the principal amount of the within Security, the
portion of the within Security to be repaid, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the within
Security with this "Option to Elect Repayment" form duly completed shall be
received by the Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and the within Security and
form duly completed are received by the Company by such fifth Business Day.

            If less than the entire amount of the within Security is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the holder elects to have repaid: $______. A Security shall be
issued to the holder in an amount equal to the portion not being repaid.

Dated:

                                    --------------------------------------------
                                    NOTE: The Signature to this Option to Elect
                                    Repayment must correspond with the name as
                                    written upon the face of the within Security
                                    in every particular without alteration or
                                    enlargement or any other change whatsoever.

<PAGE>
                                                                              10


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

            The following abbreviations, when used in the inscription on the
face of the within Security, 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 _______
                                                       (Cust)            (Minor)
TEN ENT -  as tenants by the      under Uniform Gifts to Minors
           entireties             Act _________________________
JT TEN  -  as joint tenants with              (State)
           right of Survivorship
           and not as tenants in
           common

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

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

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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


--------------------------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)


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


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

      Dated:

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

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

Signature(s) Guaranteed:





---------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.