<PAGE>





                                 [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (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 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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.(1)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.(2)

REGISTERED                   CUSIP No.:                       PRINCIPAL AMOUNT:
No. SNR/FXR-

                           BOEING CAPITAL CORPORATION
                     Series XI SUBORDINATED MEDIUM-TERM NOTE
                                  (Fixed Rate)

ORIGINAL ISSUE DATE:        INTEREST RATE:         %  STATED MATURITY DATE:

INTEREST PAYMENT DATE(S)
[ ] ___________ and ______________
[ ] Other:


INITIAL REDEMPTION          INITIAL REDEMPTION             ANNUAL REDEMPTION
DATE:                       PERCENTAGE:         %          PERCENTAGE
                                                           REDUCTION:          %

OPTIONAL REPAYMENT      [ ] CHECK IF AN ORIGINAL
DATE(S):                    ISSUE DISCOUNT NOTE
                              Issue Price:      %






--------------------------------------
(1) This paragraph applies to global Notes only.

(2) This paragraph applies to global Notes only.

<PAGE>




SPECIFIED CURRENCY:             AUTHORIZED DENOMINATIONS:         EXCHANGE RATE
[ ] United States dollars       [ ] $100,000 and integral         AGENT:
[ ] Other:                          multiples of $1,000
                                    in excess thereof
                                [ ] Other:

ADDENDUM ATTACHED:              OTHER/ADDITIONAL PROVISIONS:
[ ] Yes
[ ] No



                                       2
<PAGE>


         Boeing Capital Corporation, a Delaware corporation (the "Company",
which term includes any successor corporation under the Subordinated
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 and Repayment Date and any other date on which
the principal or an installment of principal of this Note shall become due
and payable, whether by declaration of acceleration or otherwise, being
hereinafter referred to as the "Maturity Date" 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
Original Issue Date specified above, and on the Maturity Date; provided,
PROVIDED, HOWEVER, that if the Original Issue Date occurs between a Record
Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date next
succeeding the Original Issue Date to the holder of this Note on the Record
Date with respect to such second Interest Payment Date. Interest on this Note
will be computed on the basis of a 360-day year of twelve 30-day months.


         References herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.

         Notwithstanding anything else contained herein, if this Note is a
Global Security and is held in book-entry form through the facilities of the
Depositary, payments on this Note will be made to the Depositary or its nominee
in accordance with the arrangements then in effect between the Trustee and the
Depositary.

         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 Date, as the case may be (each,
an "Interest Period"). 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 fifteenth
calendar day (whether or not a Business Day, as defined below) immediately
preceding such Interest Payment Date (the "Record Date"); PROVIDED, HOWEVER,
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for ("Defaulted Interest") will
forthwith cease to be payable to the holder on any Record Date, and shall be
paid to the person in whose name this Note is registered at the close of
business on a special record date (the "Special Record Date") for the payment of
such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the holder of this Note by the Trustee not less
than 10 calendar days prior to such Special Record Date or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed, and upon such notice as
may be required by such exchange, all as more fully provided for in the
Subordinated Indenture.


                                       3
<PAGE>


         Payments of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date 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 corporate trust office of the Trustee maintained for that
purpose in The Borough of Manhattan, The City of New York, currently located at
Four Albany Street, New York, New York 10015, or at such other paying agency in
the Borough of Manhattan, The City of New York, as the Company may determine;
PROVIDED, HOWEVER, that if such payment is to be made in a Specified Currency
other than United States dollars as set forth below, such payment will be made
by wire transfer of immediately available funds to an account with a bank
designated by the holder hereof at least 15 calendar days prior to the Maturity
Date, 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 Trustee in time for the Trustee
to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date other than the Maturity
Date will be made by check mailed to the address of the person entitled thereto
as such address shall appear in the Security Register maintained at the
aforementioned office of the Trustee; PROVIDED, HOWEVER, that a holder of
U.S.$10,000,000 (or, if the Specified Currency specified above is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such holder.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall 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 or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; PROVIDED, HOWEVER, that if the Specified Currency is other
than United States dollars, such day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day is also a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "Principal Financial Center" means the
capital city of the country issuing the Specified Currency, except that with
respect to United States dollars, Australian dollars, Canadian dollars, Deutsche
marks, Dutch guilders, South African and Swiss francs, the "Principal Financial
Center" shall be The City of New York, Sydney and (solely in the case of
Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam, Johannesburg and
Zurich, respectively.


                                       4
<PAGE>


         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency specified above
or, (i) if such Specified Currency (other than Euro) is not at the time of such
payment legal tender for the payment of public and private debts in the relevant
country, in such other coin or currency of such country which as at the time of
such payment is legal tender for the payment of such debts or (ii) if such
Specified Currency is Euro, in such other coin or currency which at the time of
payment is then legal tender in the member states of the European Union that
have adopted the single currency in accordance with the Treaty establishing the
European Community, as amended by the Treaty on European Union. (the "Specified
Currency"). If the Specified Currency is other than United States dollars,
except as otherwise provided below, any such amounts so payable by the Company
will be converted by the Exchange Rate Agent specified above into United States
dollars for payment to the Holder of this Note.

         If the Specified Currency is other than United States dollars and the
holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this 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 the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.

         If the Specified Currency is other than United States dollars, the
holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this 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 Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or hand delivered
or sent by cable, telex or other form of facsimile transmission. The holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest 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 Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.

         If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is not available 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 this Note by making
such payment in United


                                       5
<PAGE>


States dollars on the basis of the Market Exchange Rate (as defined below)
determined by the Exchange Rate Agent on the second Business Day prior to such
payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate or as otherwise
specified on the face hereof. The "Market Exchange Rate" for the Specified
Currency means the noon dollar buying rate in The City of New York for cable
transfers for the Specified Currency as certified for customs purposes by (or if
not so certified, as otherwise determined by) the Federal Reserve Bank of New
York. Any payment made under such circumstances in United States dollars will
not constitute an Event of Default (as defined in the Subordinated Indenture).

         If the Specified Currency is a composite currency and the holder of
this Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the control
of the Company, then the Company will be entitled to satisfy its obligations to
the holder of this Note by making such payment in United States dollars. The
amount of each payment in United States dollars shall be computed by the
Exchange Rate Agent on the basis of the equivalent of the composite currency in
United States dollars. The component currencies of the composite currency for
this purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of the composite
currency as of the last day on which the composite currency was used. The
equivalent of the composite currency in United States dollars shall be
calculated by aggregating the United States dollar equivalents of the Component
Currencies. The United States dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency,
or as otherwise specified on the face hereof.

         If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

         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.


         Notwithstanding any provisions to the contrary contained herein, if
the face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms
set forth in such Addendum or such "Other/Additional Provisions."


         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 Subordinated Indenture or be valid or obligatory for any purpose.


                                       6
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.

[SEAL]                              BOEING CAPITAL CORPORATION


                                    By:________________________________
                                       Title:


Attest:


By:___________________________
         Title:


Dated:________________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:


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




BANKERS TRUST COMPANY,
as Trustee


By:____________________________
      Authorized Officer




                                       7
<PAGE>


                                [REVERSE OF NOTE]
                           BOEING CAPITAL CORPORATION
                     Series XI SUBORDINATED 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 a
Subordinated Indenture, dated as of July 10, 2000, and as amended, modified
or supplemented from time to time (the "Subordinated Indenture"), between the
Company and Bankers Trust Company, as Trustee (the "Trustee", which term
includes any successor trustee under the Subordinated Indenture), to which
Subordinated 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 "Series XI Subordinated Medium-Term Notes Due
Nine Months or More from Date of Issue" (the "Notes"). All terms used but not
defined in this Note specified on the face hereof or in an Addendum hereto
shall have the meanings assigned to such terms in the Subordinated Indenture.


         This Note is issuable only in registered form without coupons in
denominations of U.S.$100,000 and integral multiples of $1,000 in excess thereof
or the minimum Authorized Denomination specified on the face hereof.

         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 not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on and after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$1,000 or, if
the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount hereof shall be at least U.S.$100,000 or such minimum
Authorized Denomination), at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no more than 60 nor less than 30 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof multiplied by the unpaid principal
amount of this Note to be redeemed. The Initial Redemption Percentage shall
decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until the
Redemption Price is 100% of unpaid principal amount to be redeemed. In the event
of redemption of this 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.

         This 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, if the
Specified Currency is other than United States dollars, the


                                       8
<PAGE>


minimum Authorized Denomination specified on the face hereof (provided that any
remaining principal amount hereof shall be at least U.S.$100,000 or such minimum
Authorized Denomination), at a repayment price equal to 100% of the unpaid
principal amount to be repaid, together with unpaid interest accrued thereon to
the date fixed for repayment (each, a "Repayment Date"). For this Note to be
repaid, this Note must be received, together with the form hereon entitled
"Option to Elect Repayment" duly completed, by the Trustee at its corporate
trust office not more than 60 nor less than 30 calendar days prior to the
Repayment Date. 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.

         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 of this Note will be equal to
the sum of (i) the Issue Price specified on the face hereof (increased by any
accruals of the Discount, as defined below) and, in the event redemption of this
Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii)
any unpaid interest accrued thereon, from the Original Issue Date to the
Redemption Date, Repayment Date or date of acceleration of maturity, as the case
may be. The difference between the Issue Price and 100% of the principal amount
of this Note is referred to herein as the "Discount", and the Discount will be
ratably accrued over the term of this Note for purposes of determining the
amount payable upon redemption, repayment or acceleration of maturity of this
Note.

         Subordinated Indebtedness evidenced by this Note is subordinate and
junior in right of payment to the prior payment in full of all Senior
Indebtedness (defined below) of the Company and each Holder of this Note by
accepting the same agrees to and shall be bound by the provisions hereof, and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the same and appoints the Trustee as his
attorney-in-fact for such purpose.

         For all purposes herein, the term "Senior Indebtedness" shall mean all
of the indebtedness of, or guaranteed by, the Company for borrowed money
(including the principal of, premium, if any, or interest on any such borrowed
money and any commitment fees for unborrowed amounts which, if borrowed, would
constitute Senior Indebtedness), whether currently outstanding or hereafter
incurred, unless, under the instrument evidencing the same or under which the
same is outstanding, it is expressly provided that such indebtedness is
subordinate to other indebtedness and obligations of the Company.

         In the event that the Company shall default in the payment of any
Senior Indebtedness, when the same becomes due and payable, whether at maturity
or on a date fixed for prepayment or by declaration or otherwise, then, unless
and until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, or securities or by
set-off or otherwise) shall be made or agreed to be made on account of the
principal of, premium, if any, or interest or any Additional Amounts on this
Note, or in respect of any sinking fund for, or redemption, retirement or
purchase or other acquisition of this Note.


                                       9
<PAGE>


         Upon the happening of an event of default with respect to any Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof
(other than under the circumstances when the terms of the immediately preceding
paragraph are applicable), then, unless and until such event of default shall
have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, or securities or by set-off or otherwise) shall be
made or agreed to be made on account of the principal of, or premium, if any, or
interest or any Additional Amounts on this Note or in respect of any sinking
fund for, or redemption, retirement or purchase or other acquisition of this
Note during any period (i) of 90 days after written notice of such default shall
have been given to the Company by any holder of Senior Indebtedness or (ii) in
which any judicial proceeding shall be pending in respect of such default and a
notice of acceleration of the maturity of such Senior Indebtedness shall have
been transmitted to the Company in respect of such default.

         In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its creditors or its property; (ii) any
proceeding for the liquidation, dissolution or other winding-up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings; (iii) any assignment by the Company for the benefit of creditors;
or (iv) any other marshalling of the assets of the Company, all Senior
Indebtedness (including any interest accruing after commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any holder of
this Note on account of this Note. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided herein with respect to
this Note, to the payment of all Senior Indebtedness at the time Outstanding and
to any securities issued in respect thereof under any such plan of
reorganization or readjustment), which would otherwise but for the foregoing be
payable or deliverable in respect of this Note shall be paid or delivered
directly to the holders of Senior Indebtedness in accordance with the priorities
then existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full.

         In the event that this Note shall be declared due and payable as a
result of the occurrence of any one or more defaults in respect thereof (under
circumstances when the terms of the immediately preceding paragraph are not
applicable), no payment shall be made in respect of this Note unless and until
all Senior Indebtedness shall have been paid in full or such declaration and its
consequences shall have been rescinded and all such defaults shall have been
remedied or waived.

         If any payment or distribution to be paid to the holders of Senior
Indebtedness shall be received by any Holder of this Note in contravention of
the foregoing and before all the Senior Indebtedness shall have been paid in
full, such payment or distribution of any character or any security whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
provisions of the Subordinated Indenture with respect to the Subordinated
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan or


                                       10
<PAGE>


reorganization or readjustment), shall be received in trust for the benefit of,
and shall be paid over or delivered and transferred to, the holders of Senior
Indebtedness at the time Outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the holder of this Note to
endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same. Nothing contained herein shall impair, as between the Company and the
holder of this Note, the obligation of the Company to pay to the holder thereof
the principal thereof and interest thereon as and when the same shall become due
and payable in accordance with the terms of this Note, or prevent the holder of
this Note from exercising all rights, powers and remedies otherwise permitted by
applicable law or pursuant to the terms of this Note or the Subordinated
Indenture upon a default or Event of Default under the Subordinated Indenture,
all subject to the rights of the holders of Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the holder of
this Note. Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash equal to the amount of such
Senior Indebtedness then Outstanding. Upon the payment in full of all Senior
Indebtedness, the holder of this Note shall be subrogated to all rights of any
holders of Senior Indebtedness to receive any further payments or distributions
applicable to the Senior Indebtedness until all amounts owing on this Note shall
have been paid in full, and such payments or distributions received by the
Holder of this Note by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the Holder of this Note, on
the other hand, be deemed to be a payment by the Company on account of Senior
Indebtedness and not on account of this Note.

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

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period), a coupon rate equal
to the initial interest rate applicable to this Note and an assumption that the
maturity of this Note will not be accelerated. If the period from the Original
Issue Date to the initial Interest Payment Date (the "Initial Period") is
shorter than the compounding period for this Note, a proportionate amount of the
yield for an entire compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.

         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.


                                       11
<PAGE>


         The Subordinated Indenture contains provisions for defeasance of the
entire indebtedness of the Notes upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.


         The Subordinated 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 Debt
Securities at any time by the Company and the Trustee with the consent of the
holders of not less than 66% in principal amount of the Outstanding Debt
Securities of each series affected thereby. The Subordinated Indenture also
contains provisions permitting the holders of at least 66% in principal
amount of the Outstanding Debt Securities of any series, on behalf of the
holders of all such Debt Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture. Furthermore, provisions
in the Subordinated Indenture permit the holders of not less than a majority
in principal amount of the Outstanding Debt Securities of any series, in
certain instances, to waive, on behalf of all of the holders of Debt
Securities of such series, certain past defaults under the Subordinated
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 this Note.


         No reference herein to the Subordinated Indenture and no provision of
this Note or of the Subordinated 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 Subordinated 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 the principal hereof and any premium or interest hereon are 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, will be issued to the designated transferee or transferees.

         As provided in the Subordinated 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.

         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
holder 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.


                                       12
<PAGE>


         THE SUBORDINATED 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.





                                       13
<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:


UNIF GIFT MIN ACT - ______________ Custodian ________________
                         (Cust)                  (Minor)



under Uniform Gifts to Minors Act_____________________
                                       (State)



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


         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)


______________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing

____________________________________________________________________ Attorney
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:_____________________           _______________________________________



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


                                       14
<PAGE>


OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at

__________________________________

__________________________________

__________________________________

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

         For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.

         If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid and specify the denomination or denominations (each of which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:

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









                                       15