<Page>

                                                                     EXHIBIT 4.5


                            [FORM OF FIXED RATE NOTE]


                                 [FACE OF NOTE]

            Unless this certificate is presented by an authorized representative
of The Depository 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 Depository 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                               PRINCIPAL AMOUNT: $
NO. FLR-                                 CUSIP:


                     CREDIT SUISSE FIRST BOSTON (USA), INC.
                                MEDIUM-TERM NOTE
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                                  (FIXED RATE)


Form of Note:      Book-Entry Note

Original Issue Date (Settlement Date):

Specified Currency:           /_/ U.S. dollars   /_/ Other:

Authorized Denominations:     /_/ U.S. $1,000 and integral multiples thereof
                             /_/ Other:

Maturity Date:

Interest Payment Date(s):     /_/ June 15 and December 15
                             /_/ Other:

Interest Rate:  __%
         Day Count:         /_/ 30/360
                            /_/ Other:

Indexed Note:              /_/ Yes       /_/ No
      Manner of Determining Principal Amount Payable at Maturity Date:
      Manner of Determining Interest Payable at Interest Payment Date:

Dual Currency Note:       /_/ Yes       /_/ No


                                       2
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      Optional Payment Currency:

Amortizing Note:               /_/ Yes       /_/ No
      Amortizing Schedule:

Original Issue Discount Note: /_/ Yes        /_/  No
      Issue Price:

Renewable Note:               /_/ Yes       /_/ No
      Initial Maturity Date:

Optional Redemption:          /_/ Yes      /_/ No
      Initial Redemption Date:
      Initial Redemption Percentage: __%

Optional Repayment:          /_/ Yes      /_/ No
      Optional Repayment Date(s):

Optional Extension of Maturity:  /_/  Yes     /_/ No
      Final Maturity Date:

Addendum Attached:              /_/ Yes      /_/  No

Exchange Rate Agent:

Other Provisions:
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            Credit Suisse First Boston (USA), Inc., a Delaware corporation
(together with its successors and assigns, the "Company"), for value received,
hereby promises to pay to Cede & Co. or registered assignees, the Principal
Amount as specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) on the Maturity Date specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) (except to
the extent redeemed or repaid prior to the Maturity Date) and to pay interest
thereon from the Original Issue Date specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) at the Interest Rate
per annum specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) until the Principal hereof is paid or duly made
available for payment (except as provided below). The Company will pay interest
in arrears on each June 15 and December 15 (or such other Interest Payment
Date(s) specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith)) commencing with the first Interest Payment Date
next succeeding the Original Issue Date specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), and on the Maturity
Date (or any Redemption Date or Repayment Date) (these and certain other
capitalized terms used herein are defined on the reverse of this Note);
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 succeeding the
Original Issue Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; and PROVIDED, FURTHER, that
if an Interest Payment Date or the Maturity Date (or any Redemption Date or
Repayment Date) would fall on a day that is not a Business Day, payment of
interest, premium, if any, or Principal otherwise payable on such date shall be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date or on the Maturity
Date (or any Redemption Date or Repayment Date), and no interest shall accrue
for the period from and after the Interest Payment Date or the Maturity Date (or
any Redemption Date or Repayment Date) to such next succeeding Business Day.

            Payment of the Principal of this Note, any premium and the interest
due on the Maturity Date (or any Redemption Date or Repayment Date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of such paying agent as the Company may determine maintained for that
purpose in the Borough of Manhattan, The City of New York (a "Paying Agent"), or
at the office or agency of such other Paying Agent as the Company may determine.

            Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other Provisions" apply to this Note as specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), this Note shall be
subject to the terms set forth in such Addendum or such "Other Provisions".

            Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Original Issue Date, until
the Principal hereof has been paid or duly made available for payment (except as
provided herein). 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 date 15
calendar days prior to an Interest Payment Date (whether or
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not a Business Day) (each such date a "Record Date"); PROVIDED, HOWEVER, that
interest payable on the Maturity Date (or any Redemption Date or Repayment Date)
will be payable to the person to whom the Principal hereof shall be payable.

            If the Specified Currency specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) is other than U.S.
dollars, any payment on this Note on an Interest Payment Date or the Maturity
Date (or any Redemption Date or Repayment Date) will be made in U.S. dollars, as
provided below, unless the holder hereof elects by written request (which
request shall also include appropriate wire transfer instructions) to the Paying
Agent at its corporate trust office in The City of New York received on or prior
to the Record Date relating to an Interest Payment Date or at least 10 days
prior to the Maturity Date (or any Redemption Date or Repayment Date), as the
case may be, to receive such payment in such Specified Currency except as
provided on the reverse hereof; provided, that any U.S. dollar amount to be
received by a holder of this Note will be based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent appointed by the
Company and specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) (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
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
such Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of such Specified Currency payable to all Holders of Notes
having the same terms as this Note (including Original Issue Date) scheduled to
receive U.S. dollar payment and at which the applicable dealer commits to
execute a contract; PROVIDED, FURTHER, that if such bid quotations are not
available, such payments shall be made in such Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments. The holder hereof may elect to receive payment in such Specified
Currency for all such payments and need not file a separate election for each
such payment, and such election shall remain in effect until revoked by written
notice to the Paying Agent at its corporate trust office in The City of New York
received on a date prior to the Record Date for the relevant Interest Payment
Date or at least 10 calendar days prior to the Maturity Date (or any Redemption
Date or Repayment Date), as the case may be; provided, that such election is
irrevocable as to the next succeeding payment to which it relates; if such
election is made as to full payment on this Note, such election may thereafter
be revoked so long as the Paying Agent is notified of the revocation within the
time period set forth above.

            If the Specified Currency specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) is U.S. dollars,
payment of the Principal of and premium, if any, and interest on this Note will
be made in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that
payments of interest, other than interest due at maturity (or any Redemption
Date or Repayment Date) will be made by United States dollar check mailed to the
address of the person entitled thereto as such address shall appear in the Note
register.

            A holder of U.S. $5,000,000 (or, if the Specified Currency specified
on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is other than U.S. dollars, the equivalent thereof in the Specified
Currency) or more in aggregate principal amount of Notes having the same
Interest Payment Date will be entitled to receive payments of interest,
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other than interest due at maturity (or any Redemption Date or Repayment Date),
by wire transfer of immediately available funds to an account within the United
States maintained by the holder of this Note if appropriate wire transfer
instructions in writing have been received by the Paying Agent not less than 10
days prior to the applicable Interest Payment Date; PROVIDED, HOWEVER, that,
unless alternative arrangements are made, any such payments to be made in a
Specified Currency other than U.S. dollars shall be made to an account at a bank
outside the United States.

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

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, as defined on the reverse hereof, by manual signature,
this Note shall not be entitled to any benefit under the Indenture, as defined
on the reverse hereof, or be valid or obligatory for any purpose.


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

                                    CREDIT SUISSE FIRST BOSTON (USA), INC.


[SEAL]                              By:
                                       --------------------------------------
                                       Name:
                                       Title:


Attest:


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



                          CERTIFICATE OF AUTHENTICATION

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

Dated:

                                          CHASE MANHATTAN BANK,
                                          as Trustee

                                          By:
                                             ---------------------------------
                                             Authorized Signatory
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                                [REVERSE OF NOTE]

                     CREDIT SUISSE FIRST BOSTON (USA), INC.
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

            This Note is one of a duly authorized issue of Medium-Term Notes
having maturities of nine months or more from the date of issue (the "Notes") of
the Company. The Notes are issuable under a senior indenture, dated as of June
1, 2001 (the "Indenture") between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), 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 of the Company, the Trustee and
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank has been appointed Authenticating Agent
and Calculation Agent (the "Authenticating Agent" and "Calculation Agent",
respectively, which terms include any successor authenticating agent or
calculation agent, as the case may be) with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the Registrar and Paying Agent with respect to the Notes. The terms of
individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein. This Note will not be subject to
any sinking fund and, unless otherwise provided on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) in accordance with the
provisions of the following two paragraphs, will not be redeemable or subject to
repayment at the option of the holder prior to maturity.

            Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier Redemption
Date or Repayment Date), as the case may be. Interest payments for this Note
will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

            This Note will be subject to redemption at the option of the Company
on any date on or after the Initial Redemption Date, if any, specified on the
face hereof (or in the pricing supplement attached hereto or delivered
herewith), in whole or from time to time in part in increments of U.S.$1,000 or
the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 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 (or in the pricing supplement attached hereto or
delivered herewith) 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 (or in the pricing supplement attached hereto
or delivered herewith) 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
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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 (or in the pricing supplement attached hereto or delivered
herewith), in whole or in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 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 specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) as an Original Issue Discount
Note, the amount payable to the holder of this Note in the event of redemption,
repayment or acceleration of maturity will be equal to the sum of (i) the Issue
Price specified on the face hereof (or in the pricing supplement attached hereto
or delivered herewith) (increased by any accruals of the Discount, as defined
below) and, in the event of any 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 on
this Note accrued 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".

            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 (computed using the "Constant Yield" method in accordance with the
rules under the Internal Revenue Code of 1986, as amended). 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) 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 this Note is specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) as an Indexed Note, the
Principal hereof payable at Maturity Date or interest to be paid on this Note,
or both, will be determined by reference to the price or prices
<Page>

of specified commodities or stocks, the exchange rate of a specified currency
relative to one or more currencies, currency units or composite currencies, or
such other price or exchange rate specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith). Information as to the
method for determining the Principal hereof payable at Maturity Date, the manner
of determining the interest rate, certain historical information with respect to
the specified indexed item and tax considerations associated with an investment
in the Indexed Notes will be set forth in the applicable pricing supplement.

            If this Note is specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) as a Dual Currency Note, the
Company may have a one time option, exercisable on the Option Election Date
specified on the face hereof (or in the pricing supplement attached hereto or
delivered herewith), in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms, of making all
payments of Principal, premium, if any, and interest after the exercise of such
option, whether at maturity or otherwise (which payment would otherwise be made
in the Specified Currency of such Notes, in an optional currency (the "Optional
Payment Currency") specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith). The terms of the Dual Currency Notes,
together with information as to the relative value of the Specified Currency
compared to the Optional Payment Currency and as to tax considerations
associated with an investment in the Dual Currency Notes will be set forth in
the applicable pricing supplement.

            If this Note is specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) as an Amortizing Note, the
Company will make payments combining Principal and interest in installments over
the life of such Note. Payments with respect to Amortizing Notes will be applied
first to the interest due and payable on the Notes and then to the reduction of
the unpaid Principal of the Notes.

            If this Note is specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) as a Renewable Note, this Note
will mature on an Interest Payment Date set forth on the face hereof (or in the
applicable pricing supplement attached hereto or delivered herewith), unless the
maturity of all or a portion of the Principal amount of this Note is extended in
accordance with the procedures set forth in the applicable pricing supplement.

            If so specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), the Maturity Date of this Note may be
extended at the option of the Company for one or more periods up to but not
beyond the date (the "Final Maturity Date") set forth on the face hereof (or in
the pricing supplement attached hereto or delivered herewith).

            This Note is unsecured and ranks pari passu with all other unsecured
and unsubordinated indebtedness of the Company.

            This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000 or
any integral multiple of U.S. $1,000 in excess thereof. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in the minimum Authorized Denomination specified on the face hereof (or in the
pricing supplement
<Page>

attached hereto or delivered herewith) or any amount in excess thereof which is
an integral multiple thereof.

            In case an Event of Default (as defined in the Indenture) with
respect to the Notes shall have occurred and be continuing, the Principal hereof
and the interest accrued hereon, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

            The Indenture contains provisions which provide that, without prior
notice to any Holders of Notes, the Company and the Trustee may amend the
Indenture and the Notes of any series with the written consent of the Holders of
a majority in principal amount of the outstanding Notes of all series affected
by such amendment (all such series voting as one class), and the Holders of a
majority in principal amount of the outstanding Notes of all series affected
thereby (all such series voting as one class) by written notice to the Trustee
may waive future compliance by the Company with any provision of the Indenture
or the Notes of such series; provided that, without the consent of each holder
of the Notes of each series affected thereby, an amendment or waiver, including
a waiver of past defaults, may not: (i) extend the stated maturity of the
Principal of, or any sinking fund obligation or any installment of interest on,
such holder's Note, or reduce the principal amount thereof or the rate of
interest thereon (including any amount in respect of original issue discount),
or any premium payable with respect thereto, or adversely affect the rights of
such holder under any mandatory redemption or repurchase provision or any right
of redemption or repurchase at the option of such holder, or reduce the amount
of the Principal of an Original Issue Discount Note that would be due and
payable upon an acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, or change any place of payment where, or the currency in
which, any Note of such series or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the due date therefor; (ii) reduce the percentage in
principal amount of outstanding Notes of the relevant series the consent of
whose Holders is required for any such supplemental indenture, for any waiver of
compliance with certain provisions of the Indenture or certain Defaults and
their consequences provided for in the Indenture; (iii) waive a Default in the
payment of Principal of or interest on any Note of such holder; or (iv) modify
any of the provisions of the Indenture governing supplemental indentures with
the consent of noteholders except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the holder of each outstanding Note affected thereby.

            It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in principal amount of the
outstanding Notes of all series affected (voting as a single class), by notice
to the Trustee, may waive an existing Default or Event of Default with respect
to the Notes of such series and its consequences, except a Default in the
payment of Principal of or interest on any Note or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the holder of each outstanding Note affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default with respect to the
Notes of such series arising therefrom shall be deemed to have been cured, for
every purpose of the Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.
<Page>

            Except as set forth below, if the Principal of, or premium, if any,
or interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate (as defined below) on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.

            All determinations referred to above made by the Company or its
agents shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on Holders of Notes. So long
as this Note shall be outstanding, the Company will cause to be maintained an
office or agency for the payment of the Principal of and premium, if any, and
interest on this Note as herein provided in the Borough of Manhattan, The City
of New York, and an office or agency in said Borough of Manhattan for the
registration, transfer and exchange as aforesaid of the Notes. The Company may
designate other agencies for the payment of said Principal, premium, if any, and
interest at such place or places (subject to applicable laws and regulations) as
the Company may decide. So long as there shall be any such agency, the Company
shall keep the Trustee advised of the names and locations of such agencies, if
any are so designated.

            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, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
otherwise agreed between the Company and the registered holder of this Note.

            Upon due presentment for registration of transfer of this Note, a
new Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.

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

            No recourse shall be had for the payment of the Principal of, or
premium, if any, or the interest on, this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any
<Page>

assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

            This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York (without regard to conflicts
of law principles thereof).

            As used herein:

            (i) the term "Business Day" means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in The
City of New York and any other place of payment with respect to the applicable
Notes and (i) with respect to Notes denominated in a Specified Currency other
than U.S. dollars or euro, "Business Day" shall not include a day on which
banking institutions are generally authorized or obligated by law, regulation or
executive order to close in the principal financial center of the country of the
Specified Currency, or (ii) with respect to Notes denominated in the euro,
"Business Day" shall also include any day which the TransEuropean Real-Time
Gross Settlement Express Transfer (TARGET) System is in place;

            (ii) the term "Market Exchange Rate" shall mean the noon U.S. dollar
buying rate in The City of New York for cable transfers as published by the
Federal Reserve Bank of New York;

            (iii) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and

            (iv) all other terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.


<Page>

                                  ABBREVIATIONS

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

      TEN COM-as tenants in common

      TEN ENT-as tenants by the entireties

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

      UNIF GIFT MIN ACT-_________________(Custodian)______________(Minor)

      Under Uniform Gifts to Minors Act ___________________ (State)

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


<Page>

            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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

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

__________________________________________________________________attorney to
transfer such [Note] [Debenture] on the books of the Issuer, with full power of
substitution in the premises.

                                  Signature:

Dated:
      ------------------          ---------------------------------------------
                                  NOTICE: The signature to this assignment must
                                  correspond with the name as written upon the
                                  face of the within [Note] [Debenture] in every
                                  particular without alteration or enlargement
                                  or any change whatsoever.


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                            OPTION TO ELECT REPAYMENT

      The undersigned hereby irrevocably request(s) the Company to repay
$_________ principal amount of the within Note, pursuant to its terms, on the
Optional Repayment Date first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued to the date or
repayment, to the undersigned, at

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

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.

      For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee, 450 West 33rd Street, Corporate Trust Trustee Administration, New
York, New York 10001.

                                     Signature

Dated:
       -----------------------       ------------------------------------------
                                     NOTICE: The signature on this Option to
                                     Elect Repayment must correspond with the
                                     name as written upon the face of the
                                     within instrument in every particular
                                     without alteration or enlargement.