<PAGE>   1
                                                                  EXHIBIT 4.3(b)

This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
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                                                            REGISTERED
                               U.S. BANCORP                 Principal Amount:
No. NB-             MEDIUM-TERM NOTE, SERIES N (SENIOR)                       $
                        (GLOBAL FLOATING RATE NOTE)                       CUSIP
                                                                            No.



ORIGINAL ISSUE DATE:                             MATURITY DATE:

INITIAL INTEREST RATE:                           SPREAD:

BASE RATE (AND, IF                               SPREAD MULTIPLIER:
APPLICABLE, RELATED INTEREST PERIODS):

[  ]     COMMERCIAL PAPER RATE                   REDEMPTION TERMS:
[  ]     FEDERAL FUNDS RATE
[  ]     LIBOR
[  ]     EURIBOR
[  ]     PRIME RATE
[  ]     CD RATE
[  ]     TREASURY RATE
[  ]     CMT RATE
[  ]     OTHER (SEE "OTHER TERMS")               OTHER TERMS:

INDEX MATURITY:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST RESET DATES:

INTEREST PAYMENT DATES:

INTEREST RESET PERIOD:

SPECIFIED CURRENCY:

DAY COUNT CONVENTION:
[  ]     30/360 FOR THE PERIOD
         FROM              TO
[  ]     ACTUAL/360 FOR THE PERIOD
         FROM              TO
[  ]     ACTUAL/ACTUAL FOR THE PERIOD
         FROM              TO


<PAGE>   2



         U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to

or registered assigns, the principal sum of ___________________ DOLLARS ($_____)

on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or, except as otherwise specified below, from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, on each Interest Payment Date shown above, commencing with the
Interest Payment Date immediately following the Original Issue Date, at the rate
per annum determined in accordance with the provisions set forth on the reverse
side hereof relating to the applicable Base Rate specified above, until the
principal hereof is paid or made available for payment; provided, however, that
if the Original Issue Date is between a Regular Record Date and an Interest
Payment Date, interest payments will be made on the Interest Payment Date
following the next succeeding Regular Record Date. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will as
provided in such Indenture be paid to the Person in whose name this Note (or one
or more predecessor Notes) is registered at the close of business on the Regular
Record Date related to the Interest Payment Date, which, unless otherwise
specified under "Other Terms" above, shall be the day (whether or not a Business
Day) fifteen calendar days preceding each Interest Payment Date; provided,
however, that interest payable on the Maturity Date of this Note or any
applicable Redemption Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Maturity Date or
Redemption Date is not a Business Day, the principal otherwise payable on such
date will be paid on the next day that is a Business Day with the same force and
effect as if made on such Maturity Date or Redemption Date, as applicable. In
the event that any Interest Payment Date is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a Business Day, except
that, if such Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business Day. Payment
of the principal of (and premium, if any) and interest on this Note will be made
at the corporate trust office of the Paying Agent, U.S. Bank Trust National
Association, 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 payment of public and private debts,
provided, however, that the Company may, at its option, pay interest on any
Certificated Note, other than interest at maturity or upon redemption, by
mailing a check to the address of the Person entitled to payment as it appears
on the Security Register of the Company at the close of business on the Regular
Record Date corresponding to the relevant Interest Payment Date. A Holder of
$10,000,000 (or the equivalent of $10,000,000 in a currency other than U.S.
dollars) or more in aggregate principal amount of Notes of like tenor and term
shall be entitled to receive payments by wire transfer of immediately available
funds, but only if appropriate wire transfer instructions have been received in
writing by the Trustee or the applicable Paying Agent not later than fifteen
calendar days prior to the applicable Interest Payment Date. Payment of the
principal of (and premium, if any) and interest on this Note due on the Maturity
Date or any applicable Redemption Date will be made in immediately available
funds upon presentation of this Note. If possible Redemption Dates or periods
within which Redemption Dates may occur and the related Redemption Prices
(expressed as percentages of the principal amount of this Note) are set forth
above under "Redemption Terms", this Note is subject to redemption, in whole or
in part, at the option of the Company prior to the Maturity Date upon not less
than 30 nor more than 60 days' notice mailed to the registered holder of the
Note.

         The principal of and any premium and interest on this Note are payable
by the Company in the Specified Currency for this Note. If the Specified
Currency for this Note is other than U.S. dollars, the Company will (unless
otherwise specified on the face hereof) arrange to convert all payments in
respect of this Note into U.S. dollars in the manner described in the following
paragraph. If this Note has a Specified Currency other than U.S. dollars, the
Holder may (if so indicated on the face hereof) elect to receive all payments in
respect of this Note in the Specified Currency by delivery of a written notice
to the Trustee or the applicable Paying Agent not later than fifteen days prior
to the applicable payment date. That election will remain in effect until
revoked by written notice to the Trustee or Paying Agent received no later than
fifteen calendar days prior to the applicable payment date.


<PAGE>   3

         In case the Specified Currency on the face hereof is other than U.S.
dollars, the amount of any U.S. dollar payment will be based on the bid quoted
by the Exchange Rate Agent as of 11:00 a.m., London time, on the second day
preceding the applicable payment date on which banks are open for business in
London and New York City, for the purchase of U.S. dollars with the Specified
Currency for settlement on the payment date of the aggregate amount of the
Specified Currency payable to Holders of Notes denominated in other than U.S.
dollars and who are scheduled to receive U.S. dollar payments. If this bid
quotation is not available, the Exchange Rate Agent will obtain a bid quotation
from a leading foreign exchange bank in London or New York City selected by the
Exchange Rate Agent. If the bids are not available, payment of the aggregate
amount due to all Holders on the payment date will be in the Specified Currency.
All currency exchange costs will be borne by the Holder of this Note by
deductions from such payments due such Holder.

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

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.



<PAGE>   4



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

                                           U.S. BANCORP


Dated:                                     By
                                           Vice President


                                           Attest
                                           Assistant Secretary

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED HEREIN AND ISSUED
PURSUANT TO THE WITHIN-MENTIONED INDENTURE.

CITIBANK, N.A.,
as Trustee


By

Authorized Signatory

Or by

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent


By

Authorized Officer


<PAGE>   5



                             [REVERSE SIDE OF NOTE]
                                  U.S. BANCORP
                       MEDIUM-TERM NOTE, SERIES N (SENIOR)
                           (GLOBAL FLOATING RATE NOTE)


         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture dated as of October 1, 1991 (herein called the
"Indenture"), between 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 statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount.

         GENERAL

         The rate of interest for this Note will be determined by reference to
one or more Base Rates specified on the face hereof, which may be adjusted by a
Spread and/or Spread Multiplier. The "Spread" is the number of basis points, or
one-hundredth of a percentage point, specified on the face hereof to be added or
subtracted from the Base Rate specified on the face hereof. The "Spread
Multiplier" is the percentage specified on the face hereof to be applied to the
Base Rate specified on the face hereof. This Note may also have either or both
of the following: (i) a Maximum Interest Rate, or ceiling, on the rate of
interest which may accrue during any Interest Reset Period; and (ii) a Minimum
Interest Rate, or floor, on the rate of interest which may accrue during any
Interest Reset Period. Notwithstanding the foregoing, the interest rate per
annum hereon shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of
general application. Under present New York law, the maximum rate of interest is
25% per annum on a simple interest basis. This limit may not apply to Notes in
which $2,500,000 or more has been invested.

         Commencing with the Interest Reset Date specified on the face hereof,
first following the Original Issue Date specified on the face hereof, the rate
at which this Note bears interest will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (such specified period, an "Interest Reset
Period," and the date on which each such reset occurs, an "Interest Reset
Date"). Unless otherwise specified on the face hereof under "Other Terms," the
Interest Reset Date will be as follows: in the case of Notes which are reset
daily, each Business Day; in the case of Notes (other than Treasury Rate Notes)
which are reset weekly, the Wednesday of each week; in the case of Treasury Rate
Notes which are reset weekly, the Tuesday of each week (except if the auction
date falls on a Tuesday, then the next Business Day, as provided below); in the
case of Notes which are reset monthly, the third Wednesday of each month; in the
case of Notes which are reset quarterly, the third Wednesday of March, June,
September and December of each year; in the case of Notes which are reset
semi-annually, the third Wednesday of the two months of each year as indicated
above, by the Interest Reset Dates; and in the case of Notes which are reset
annually, the third Wednesday of the month of each year as indicated on the face
hereof, by the Interest Reset Dates. Unless otherwise specified on the face
hereof, the interest rate determined with respect to any Interest Determination
Date (as defined below) will become effective on the next succeeding Interest
Reset Date; provided, however, that the interest rate in effect from the
Original Issue Date to the first Interest Reset Date with respect to this Note
(the "Initial Interest Rate") will be as set forth on the face hereof. If any
Interest Reset Date for any Note would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next day that is a
Business Day, except that, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day. Subject to applicable provisions of 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 of the applicable heading
below.

         As used herein, "Interest Determination Date" is the date that the
Calculation Agent will refer to, when determining the new interest rate at which
the interest rate on a Floating Rate Note will reset. Unless otherwise




<PAGE>   6


specified on the face hereof under "Other Terms," the Interest Determination
Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note, a
Prime Rate Note, a CD Rate Note, or a CMT Rate Note (the "Commercial Paper
Interest Determination Date", the "Prime Interest Determination Date" the "CD
Interest Determination Date", the "CMT Interest Determination Date",
respectively) will be the second Business Day before the Interest Reset Date;
for Federal Funds Rate Notes, the Business Day immediately preceding the related
Interest Reset Date (the "Federal Funds Interest Determination Date"); for
EURIBOR Notes, the second TARGET Business Day before the Interest Reset Date
(the "EURIBOR Interest Determination Date"); and for LIBOR Notes, the second
London Business Day before the Interest Reset Date (the "LIBOR Interest
Determination Date"). Unless otherwise specified on the face hereof under "Other
Terms," the Interest Determination Date pertaining to an Interest Reset Date for
a Treasury Rate Note (the "Treasury Interest Determination Date") will be the
day of the week on which Treasury Bills would normally be auctioned in the week
in which such Interest Reset Date falls. Treasury Bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, but the auction may
be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, that Friday will be the Treasury
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next week. If an auction falls on a day that is an Interest Reset Date for a
Treasury Rate Note, the Interest Reset Date will be the following Business Day.
The Interest Determination Date for a Floating Rate Note, which interest rate is
determined by two or more Base Rates, will be the latest Business Day which is
at least two Business Days prior to the Interest Reset Date for such Floating
Rate Note on which each Base Rate can be determined.

         Unless otherwise specified on the face hereof under "Other Terms,"
interest payments on this Note on an Interest Payment Date will accrue from and
including the most recent Interest Payment Date on which interest is paid or
duly provided for, or if no interest is paid or duly provided for, the date will
be from and including the Original Issue Date or any other date specified in the
pricing supplement on which interest begins to accrue. Interest will accrue to,
but excluding, the next Interest Payment Date, or if earlier, the date on which
the principal is paid or duly made available for payment. Accrued interest is
calculated by multiplying the face amount of this Note by the applicable accrued
interest factor (the "Accrued Interest Factor"). This Accrued Interest Factor is
the sum of the interest factors calculated for each day from the Original Issue
Date or from the last date to which interest has been paid or duly provided for
to the date for which accrued interest is being calculated. The interest factor
for each such day is computed by dividing the annual interest rate, expressed as
a decimal, applicable to that day by 360 in the case of Commercial Paper Rate
Notes, Federal Funds Rate Notes, LIBOR Notes, EURIBOR Notes, Prime Rate Notes,
and CD Rate Notes, or by the actual number of days in the year in the case of
Treasury Rate Notes and CMT Rate Notes. The interest rate in effect on each day
will be (i) if the day is an Interest Reset Date, the interest rate for the
Interest Determination Date related to the Interest Reset Date or (ii) if the
day is not an Interest Reset Date, the interest rate for the Interest
Determination Date related to the next preceding Interest Reset Date, subject in
either case to any Maximum Interest Rate or Minimum Interest Rate referred to on
the face hereof.

         On or before the Calculation Date (as defined below), U.S. Bank Trust
National Association, as Calculation Agent (the "Calculation Agent"), will
determine the interest rate in accordance with the foregoing with respect to the
applicable Base Rate and will notify the Paying Agent. The Paying Agent will
determine the Accrued Interest Factor applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate
then in effect and the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The determinations of interest rates made by the
Calculation Agent shall, in the absence of manifest error, be conclusive and
binding, and neither the Trustee nor the Paying Agent shall have the duty to
verify determinations of interest rates made by the Calculation Agent. The
determinations of Accrued Interest Factors made by the Paying Agent shall be
conclusive and binding. Unless otherwise specified on the face hereof under
"Other Terms," the "Calculation Date" means the earlier of (i) the tenth
calendar day after such Interest Determination Date, or, if that day is not a
Business Day, the following Business Day, and (ii) the Business Day before the
applicable Interest Payment Date, Maturity Date or Redemption Date, as the case
may be.

         Unless otherwise specified on the face hereof under "Other Terms," all
percentages resulting from any calculation on this Note, will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward. For example, 9.876545%
(or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or
 .09876544) being rounded to 9.87654% (or .0987654)). All calculations of the
Accrued Interest Factor for any day on Floating Rate Notes will be rounded, if
necessary, to the



<PAGE>   7


nearest one hundred-millionth, with five one-billionths rounded upward (e.g.,
 .098765455 being rounded to .09876546 and .098765454 being rounded to
 .09876545). All dollar amounts used in or resulting from calculation on this
Note will be rounded to the nearest cent, with one-half cent being rounded
upward).

         DETERMINATION OF COMMERCIAL PAPER RATE

         If the Base Rate specified above with respect to any Interest Period is
the Commercial Paper Rate, this Note is a "Commercial Paper Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Commercial Paper Rate and the Spread and/or the Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Commercial Paper
Interest Determination Date. Commercial Paper Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms,"
"Commercial Paper Rate" means, for any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement as published in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors of the
Federal Reserve System or ("H.15 (519)") under the heading "Commercial Paper --
Nonfinancial."

         The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above: (1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date relating to the
Commercial Paper Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in
the applicable Pricing Supplement as set forth in the daily update of H.15(519),
available through the worldwide website of the Board of Governors of the Federal
Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication (the "H.15 Daily Update") under the heading
"Commercial Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on
the Calculation Date the rate is not published in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Commercial Paper
Rate to be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on the Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in the City of
New York selected by the Calculation Agent, after consultation with the Company,
for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement placed for an industrial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized securities rating agency; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Commercial Paper Rate in effect
immediately before the Commercial Paper Interest Determination Date will not
change and will remain the Commercial Paper Rate in effect on the Commercial
Paper Interest Determination 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 applicable per annum rate for the 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 the interest is being
calculated.





<PAGE>   8


         DETERMINATION OF FEDERAL FUNDS RATE

         If the Base Rate specified on the face hereof with respect to any
Interest Period is the Federal Funds Rate, this Note is a "Federal Funds Rate
Note" with respect to such Interest Period and the interest rate with respect to
this Note for any Interest Reset Date relating to such Interest Period shall be
the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Federal Funds
Interest Determination Date. Federal Funds Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms,"
"Federal Funds Rate" means, for any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120." The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above: (1) If the above rate is not published by 3:00
p.m., New York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate published in H.15
Daily Update under the heading "Federal Funds (Effective);" (2) If neither of
the above rates are published by 3:00 p.m., New York City time, on the
Calculation Date for the Federal Funds Interest Determination Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar Federal
Funds arranged by three leading dealers of Federal Funds transactions in the
City of New York selected by the Calculation Agent, after consultation with the
Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if the dealers selected by the
Calculation Agent are not quoting as specified above in this sentence, the
Federal Funds Rate in effect immediately before the Federal Funds Interest
Determination Date will not change and will remain the Federal Funds Rate in
effect on the Federal Funds Interest Determination Date.

         DETERMINATION OF LIBOR

         If the Base Rate specified on the face hereof with respect to any
Interest Period is LIBOR, this Note is a "LIBOR Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be LIBOR, and the Spread
and/or the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable LIBOR Interest Determination Date. LIBOR Notes will
be subject to the minimum interest rate and maximum interest rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms,"
"LIBOR" will be determined by the Calculation Agent for each Interest
Determination Date in accordance with the following provisions:

         (1) For any LIBOR Interest Determination Date, LIBOR will be the rates
for deposits in U.S. dollars having the Index Maturity specified on the face
hereof under "Other Terms," on the second London Business Day before the LIBOR
Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other
successor service, as of 11:00 a.m London time, on page 3750, or any other page
as may replace the applicable page, on that service, which is commonly referred
to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will
request that the principal London offices of each of four major banks in the
London interbank market, selected by the Calculation Agent, after consultation
with the Company, at approximately 11:00 a.m., London time, on the LIBOR
Interest Determination Date provide the Calculation Agent with their offered
quotation for deposits in U.S. dollars having the Index Maturity designated in
the applicable Pricing Supplement on the second Business Day before the LIBOR
Interest Reset Date, and in a principal amount, that in the judgment of the
Calculation Agent, is representative of a single transaction in the market at
that time. If at least two quotations are provided, LIBOR for the LIBOR Interest
Determination Date will be the arithmetic mean of those quotations; (3) If fewer
than two quotations are provided, LIBOR will be determined for the applicable
LIBOR Interest Determination Date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, by three major banks in the City
of New York selected by the Calculation Agent, after consultation with the
Company, for loans in U.S. dollars to leading European banks, having the Index
Maturity specified on the face hereof, on the second London Business Day before
the LIBOR Interest Reset Date and in a principal amount that, in the judgment of
the Calculation Agent, is representative of a single transaction in the market
at that time; provided, however, that if the banks so selected by the
Calculation Agent are not quoting as specified above in this sentence, LIBOR in
effect immediately before the






<PAGE>   9


LIBOR Interest Determination Date will not change and will remain the LIBOR in
effect on such LIBOR Interest Determination Date.

         DETERMINATION OF EURIBOR

         If the Base Rate specified on the face hereof with respect to any
Interest Period is EURIBOR, this Note is a "EURIBOR Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the EURIBOR Rate and the
Spread and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable EURIBOR Interest Determination Date. EURIBOR Rate
Notes will be subject to the minimum interest rate and maximum interest rate, if
any.

         Unless otherwise specified on the face hereof under "Other Terms,"
EURIBOR means for any EURIBOR Interest Determination Date, a base rate equal to
the interest rate for deposits in euros designated as "EURIBOR" and sponsored
jointly by the European Banking Federation and ACI - the Financial Market
Association, or any company established by the joint sponsors for purposes of
compiling and publishing that rate. EURIBOR will be determined in the following
manner: (1) EURIBOR will be the offered rate for deposits in euros having the
Index Maturity specified on the face hereof under "Other Terms," beginning on
the second euro Business Day after the relevant Interest Determination Date, as
that rate appears on Telerate Page 248 as of 11:00 a.m. Brussels time, on the
relevant Interest Determination Date; (2) If the rate described above does not
appear on Telerate Page 248, EURIBOR will be determined on the basis of the
rates, at approximately 11:00 a.m. Brussels time, on the relevant Interest
Determination Date, at which deposits of the following kind are offered to prime
banks in the euro-zone interbank market by the principal euro-zone office of
each of four major banks in that market selected by the Calculation Agent: euro
deposits having the relevant Index Maturity, beginning on the relevant Interest
Reset Date, and in a representative amount. The Calculation Agent will request
the principal euro-zone office of each of these banks to provide a quotation of
its rate. If at least two quotations are provided, EURIBOR for the relevant
Interest Determination Date will be the arithmetic mean of the quotations; (3)
If fewer than two quotations are provided as described above, EURIBOR for the
relevant Interest Determination Date will be the arithmetic mean of the rates
for loans of the following kind to leading euro-zone banks quoted, at
approximately 11:00 a.m. Brussels time on that Interest Determination Date, by
three major banks in the euro-zone selected by the Calculation Agent: loans of
euros having the relevant Index Maturity, beginning on the relevant Interest
Reset Date, and in a representative amount, provided, however, that if fewer
than three banks selected by the Calculation Agent are quoting as described in
the previous sentence, EURIBOR in effect immediately before the new interest
period will not change and will remain EURIBOR in effect on such EURIBOR new
interest period. If the initial base rate has been in effect for the prior
interest period, however, it will remain in effect for the new interest period.

         DETERMINATION OF PRIME RATE

         If the Base Rate specified on the face hereof with respect to any
Interest Period is the Prime Rate, this Note is a "Prime Rate Note" with respect
to such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Prime Rate and
the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Prime Interest Determination Date. Prime Rate Notes
will be subject to the minimum interest rate and maximum interest rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms,"
"Prime Rate" means, for any Prime Interest Determination Date, the rate on that
date as published in H.15(519) under the Heading "Bank Prime Loan." The
following procedures will be followed if the Prime Rate cannot be determined as
described in the previous sentence: (1) If the rate is not published prior to
9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will
be the rate on that Prime Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean 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 that Prime Interest Determination Date by at least three
major banks in New York City selected by the Calculation Agent, after
consultation with the Company. If the banks selected are not quoting as
mentioned in the previous sentences, the Prime Rate will remain the Prime Rate
for the immediately preceding Interest Reset Period, or if there was no Interest
Reset Period, the rate of interest payable will be the Initial Interest Rate.


<PAGE>   10

         DETERMINATION OF THE CD RATE

         If the Base Rate specified on the face hereof with respect to any
Interest Period is the CD Rate, this Note is a "CD Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CD Rate and
the Spread and/or the Spread Multiplier, as specified on the face hereof, as
determined on the applicable CD Interest Determination Date. CD Rate Notes will
be subject to the minimum interest rate and maximum interest rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms," "CD
Rate" means, for any CD Interest Determination Date, the rate on that date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as this rate is published in H.15(519) under the heading "CD's
(secondary market)." The following procedures will be followed if the CD Rate
cannot be determined as described above: (1) If by 3:00 p.m., New York City
time, on the Calculation Date related to the CD Interest Determination Date,
this rate is not published in H.15(519), then the CD Rate shall be the rate on
the CD Interest Determination Date for negotiable certificates of deposit of the
Index Maturity specified on the face hereof and published in the H.15 Daily
Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York
City time, on the Calculation Date, the rate is not published in either
H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD
Rate to be the arithmetic mean of the secondary market offered rates as of 3:00
p.m., New York City time, on the CD Interest Determination Date, of three
leading non-bank dealers in negotiable U.S. dollar certificates of deposit in
New York City selected by the Calculation Agent, after consultation with the
Company, for negotiable certificates of deposit of major U.S. money market banks
which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's
Investor Service, and with a remaining maturity closest to the Index Maturity
specified above in denominations of $5,000,000; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
described above in this sentence, the CD Rate in effect immediately before that
CD Interest Determination Date will not change and will remain the CD Rate in
effect on that CD Interest Determination Date.

         DETERMINATION OF TREASURY RATE

         If the Base Rate specified on the face hereof with respect to any
Interest Period is the Treasury Rate, this Note is a "Treasury Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Treasury Rate and the Spread and/or the Spread Multiplier, if any, as specified
on the face hereof, as determined on the applicable Treasury Interest
Determination Date. Treasury Rate Notes will be subject to the minimum interest
rate and maximum interest rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms,"
"Treasury Rate" means, for any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
this rate is displayed on Bridge Telerate, Inc., or any successor service under
the caption "Investment Rate" on page 56 or 57, or other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate page
56" or "Telerate Page 57," as the case may be, or if not published on Bridge
Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date for
the Treasury Interest Determination Date, the rate published in H.15 Daily
Update under the heading "U.S. Government Securities/Treasury Bills/Auction
High." The following procedures will be followed if the Treasury Rate cannot be
determined as described above: (1) If not published in H.15(519) by 3:00 p.m.,
New York City time, on the Calculation Date for the Treasury Interest
Determination Date, the Treasury Rate will be the bond equivalent yield of the
auction rate of the applicable Treasury Bills on the Treasury Interest
Determination Date as announced by the U.S. Department of the Treasury. If by
3:00 p.m., New York City time on the Calculation Date, the results of the
auction of Treasury Bills having the Index Maturity designated on the face
hereof are not otherwise as provided above or if no auction is held in a
particular week, then the Calculation Agent will calculate the Treasury Rate to
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 3:30 p.m. New York City time, on
the Treasury Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent, after
consultation with the Company, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Treasury Rate in effect immediately
before the Treasury Interest Determination Date will not change and will remain
the Treasury Rate in effect on such Treasury Interest Determination Date.


<PAGE>   11

         The "bond equivalent yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

         Bond equivalent yield =               D  x  N             x   100
                                        ----------------------
                                        360  -  (D  x  M)

         Where "D" refers to the applicable per annum rate for Treasury Bills
quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or
366, as the case may be, and "M" refers to the actual number of days in the
applicable Interest Reset Period.

DETERMINATION OF CMT RATE

         If the Base Rate specified on the face hereof with respect to any
Interest Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CMT Rate and
the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CMT Interest Determination Date. CMT
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.

         Unless otherwise specified on the face hereof under "Other Terms," "CMT
         Rate" means, for any CMT Interest Determination Date, the rate reported
         on Bridge Telerate, Inc., or any successor service, under the heading
         "Daily Treasury Constant Maturities and Money Markets/Federal Reserve
         Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or
         any other page as may replace the applicable page on that service,
         which is commonly referred to as "Telerate Page 7051". The following
         procedures will be followed if the CMT Rate cannot be determine as
         described above: If the CMT Rate is not available by 3:00 p.m., New
         York City time, on the Calculation Date pertaining to such CMT Interest
         Determination Date, the Calculation Agent will calculate the CMT Rate
         for the CMT Interest Determination Date which will be the bond
         equivalent yield to maturity of the arithmetic mean of the secondary
         market bid rates, as of 3:00 p.m., New York City time, on the
         applicable CMT Interest Determination Date, reported, according to
         their written records, by three leading primary United States
         government securities dealers in the City of New York (the "Reference
         Dealers") selected by the Calculation Agent, after consultation with
         the Company, for the most recently issued direct noncallable fixed rate
         Treasury Bills with an original maturity approximately equal to the
         applicable Index Maturity; provided, however, that if fewer than three
         Reference Dealers selected by the Calculation Agent are quoting as
         described above in this sentence, the CMT Rate in effect immediately
         before the CMT Interest Determination Date will not change and will
         remain the CMT Rate then in effect on such CMT Interest Determination
         Date.

         REDEMPTION

         If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth on the face hereof under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice mailed to the Person in
whose name this Note is registered at such address as shall appear in the
Security Register of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to such Redemption
Date will be payable in the case of any such redemption to the Holder of this
Note (or one or more predecessor Notes) at the close of business on the relevant
Record Dates referred to above, all as provided in the Indenture. In the event
of redemption of less than all of the principal of this Note, a new Note of this
series and of like tenor of an authorized denomination for the unredeemed
portion of this Note will be issued in the name of the Holder hereof upon the
cancellation hereof. Unless otherwise specified above, under "Redemption Terms",
this Note is not subject to any sinking fund.

         MISCELLANEOUS PROVISIONS

         If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.



<PAGE>   12

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

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

         As provided in the Indenture and subject to certain limitations therein
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 the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         Unless otherwise set forth on the face hereof under "Other Terms," the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
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 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 in the Security Register 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.

         This Note may have such additional or different terms as are set forth
on the face hereof under "Other Terms." Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.

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

         Unless otherwise defined herein, all terms used in this Note which are
defined in the Indenture shall have the respective meanings assigned to them in
the Indenture.



<PAGE>   13





                                  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
         UNF GIFT MIN ACT--_______________Custodian_______________

                           (Cust)            (Minor)

                        under Uniform Gift to Minors Act


                                     (State)

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




<PAGE>   14



         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) 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 Note, and all rights thereunder, hereby irrevocably constituting and
appointing

Attorney

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

Dated
      ---------------


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

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


         NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.