<PAGE>


                                                                     Exhibit 4.3

                                 [FACE OF NOTE]

IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS NOTE IS A
GLOBAL SECURITY AND THE FOLLOWING LEGENDS APPLY:

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.

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.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.

<TABLE>
<S>                                 <C>                                         <C>
REGISTERED                          CUSIP No.:                                  PRINCIPAL AMOUNT:
No. FLR-                                                                        $
        ---

                            COLGATE-PALMOLIVE COMPANY
                           MEDIUM-TERM NOTE, SERIES E
                                 (Floating Rate)


INTEREST RATE BASIS                 ORIGINAL ISSUE DATE:                   STATED MATURITY DATE:
OR BASES:

     IF LIBOR:                        IF CMT RATE:
         [ ] LIBOR Reuters Page:        [ ] Telerate Page 7051
                                        [ ] Telerate Page 7052

         [ ] LIBOR Telerate Page:           [ ] Weekly Average
                                            [ ] Monthly Average

         Designated LIBOR
         Currency:

INDEX MATURITY:                     INITIAL INTEREST RATE:   %             INTEREST PAYMENT DATE(S):

INDEX CURRENCY:                     INITIAL INTEREST RESET DATE:           INTEREST RATE RESET PERIOD:


SPREAD (PLUS OR                     SPREAD MULTIPLIER:
MINUS):

INTEREST DETERMINATION              REGULAR RECORD DATES:
DATES:
</TABLE>

<PAGE>



<TABLE>
<S>                                     <C>                                     <C>
MINIMUM INTEREST RATE:  %               MAXIMUM INTEREST RATE:  %               INTEREST RESET DATE(S):

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

HOLDER'S OPTIONAL                       CALCULATION AGENT:                      [ ] CHECK IF DISCOUNT NOTE
REPAYMENT DATE(S):                                                              Issue Price    %


SPECIFIED CURRENCY:                     EXCHANGE RATE AGENT:



INTEREST CATEGORY:                                            DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note                                [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note                                 from            to            .
     Fixed Rate Commencement Date:                            [ ] Actual/360 for the period
     Fixed Interest Rate:    %                                    from            to            .
[ ] Inverse Floating Rate Note                                [ ] Actual/Actual for the period
     Fixed Interest Rate:    %                                    from            to            .
                                                              Applicable Interest Rate Basis:


AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
     thereof
[ ] Other:


ADDENDUM ATTACHED
[ ] Yes
[ ] No

OTHER/ADDITIONAL PROVISIONS:
</TABLE>






-----------------
*    If an Initial Redemption Date is specified above, (i) the Redemption Price
     will initially be the Initial Redemption Percentage specified above and
     shall decline at each anniversary of the Initial Redemption Date shown
     above by the Annual Redemption Percentage Reduction specified above until
     the Redemption Price is 100% of such principal amount, and (ii) this Note
     may be redeemed either in whole or from time to time in part except if the
     following box is marked, this Note may be redeemed in whole only [ ]. If no
     Initial Redemption Date is specified above, this Note may not be redeemed
     prior to Maturity.


                                       2

<PAGE>

         COLGATE-PALMOLIVE COMPANY, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay, to     , or registered assigns,
the Principal Amount of      , on the Stated Maturity Date specified above (or
any Redemption Date or Repayment Date, each as defined on the reverse hereof, or
any earlier date of acceleration of maturity) (each such date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at a rate per annum equal to
the Initial Interest Rate specified above until the Initial Interest Reset Date
specified above and thereafter at a rate determined in accordance with the
provisions specified above and on the reverse hereof or in an Addendum hereto
with respect to one or more Interest Rate Bases 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
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, 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 registered holder (the
"Holder") of this Note on the Record Date with respect to such second Interest
Payment Date.

         Interest on this Note will accrue from, and including, the most recent
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, to but excluding, such 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, as
provided in the Indenture, be paid to the person in whose name this Note (or one
or more Predecessor Securities) 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 on any
Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable
to the Holder on the close of business on any Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities) 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, 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, all as more fully provided for in the
Indenture.

         Payment 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, upon delivery of a duly completed election form as
contemplated on the reverse hereof) at the office of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York, 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. Payment of interest due
on any Interest Payment Date other than the Maturity Date will be made at the
aforementioned office of the Trustee or, at the


                                       3

<PAGE>

option of the Company, by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register maintained by the
Trustee; provided, however, that a Holder of U.S.$10,000,000 or more in
         -----------------
aggregate principal amount of Notes (whether having identical or different terms
and provisions) shall, at the option of the Company, 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 other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
be postponed to the next succeeding Business Day, except that if LIBOR or
EURIBOR is an applicable Interest Rate Basis and such Business Day falls in the
next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day. If 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 such Interest Payment Date or Maturity Date, as the
case may be, payment was due, and no interest shall accrue with respect to such
payment for the period from and after the Date to the date of such payment on
the next succeeding Business Day.

         As used herein, "Business Day" means, unless otherwise specified above,
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 with
                                                  -----------------
respect to non-United States dollar-denominated notes, the 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 of the country
issuing the specified currency or, if the specified currency is euro, the day is
also a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open; provided, further, that, with respect
to floating rate notes as to which LIBOR is an applicable Interest Rate Basis,
the day is also a London Banking Day and that, with respect to floating rate
notes as to which EURIBOR is an applicable Interest Rate Basis, the day is also
a day on which the TARGET System is open.

         "London Banking Day" means a day on which commercial banks are open for
business, including dealings in the Designated LIBOR Currency, in London.

         "Principal Financial Center" means (1) the capital city of the country
issuing the specified currency, or (2) the capital city of the country to which
the Designated LIBOR Currency relates, except, in each case, that with respect
to United States dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Italian lire, Portuguese escudos, South African rand and Swiss
francs, the "Principal Financial Center" will be The City of New York, Sydney,
Toronto, Frankfurt, Amsterdam, Milan, London (solely in the case of the
Designated LIBOR Currency), Johannesburg and Zurich, respectively.

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


                                       4

<PAGE>

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, 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 of one of its authorized officers, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       5

<PAGE>

         IN WITNESS WHEREOF, Colgate-Palmolive Company has caused this Note to
be duly executed by one of its duly authorized officers.

                                        COLGATE-PALMOLIVE COMPANY, INC.


                                        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 Indenture.

THE BANK OF NEW YORK,
as Trustee

By:
   ----------------------------------------------------
                 Authorized Signatory



                                       6

<PAGE>


                                [REVERSE OF NOTE]

                            COLGATE-PALMOLIVE COMPANY
                           MEDIUM-TERM NOTE, SERIES E
                                 (Floating 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 Senior
Indenture, dated as of September 15, 1992, as amended, modified or supplemented
from time to time (the "Indenture"), between the Company and The Bank of New
York, as trustee (the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Note is one of the series
of Debt Securities designated as "Medium-Term Notes, Series E, Due One Year or
More From Date of Issue" (the "Notes"). All terms used but not defined in this
Note or in an Addendum hereto shall have the meanings assigned to such terms in
the Indenture or on the face hereof, as the case may be.

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

         Except as otherwise provided in the Indenture and as set forth below,
the Notes will be issued in global form only, registered in the name of the
Depositary or its nominee and ownership of the Notes shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary. If this Note is a global note, this Note is
exchangeable only if (i) the Depositary notifies the Company that is unwilling
or unable to continue as Depositary for this global Note and a successor
depositary is not appointed by the Company with 60 days after the Depositary
notifies the Company, (ii) the Company in its sole discretion determines that
this global Note shall be exchangeable for certificated Notes of this series in
registered form or (iii) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing.

         Unless otherwise specified on the face hereof in accordance with the
provisions of the following two paragraphs, this Note will not be subject to any
sinking fund and 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 or 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 unless
otherwise specified above (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 unless otherwise specified above), at the
Redemption Price (as defined below), together with unpaid interest accrued
hereon to the date fixed for redemption (the "Redemption Date"), on written
notice given to the Holder hereof (in accordance with the provisions of the
Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. 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 and provisions as this Note shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender hereof.



                                       7

<PAGE>


         Unless otherwise specified above, the "Redemption Price" shall be the
Initial Redemption Percentage specified on the face hereof (as adjusted by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof as
set forth below) multiplied by the principal amount of this Note to be redeemed.

         This Note may 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 (provided that any
remaining principal amount hereof shall be at least U.S.$1,000), at a repayment
price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the "Repayment Date").
For this Note to be repaid in whole or in part at the option of the Holder
hereof, 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 the
form thereon entitled "Option to Elect Repayment" below duly completed. Exercise
of such repayment option by the Holder hereof shall 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 and provisions as
this Note shall be issued by the Company in the name of the Holder hereof upon
the presentation and surrender hereof.

         If the Discount Note box is checked above, 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 reduced by any amounts of principal previously paid) 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 accrued hereon to the
Redemption Date, Repayment Date or date of acceleration of maturity, as the case
may be. The difference between the Issue Price specified above 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 an assumed yield on the
Note to be constant. The assumed 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.

         The interest rate borne by this Note will be determined as follows:

               (i) Unless the Interest Category of this Note is specified on the
          face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse
          Floating Rate Note" or the face hereof specifies that either
          "Other/Additional Provisions" or an Addendum hereto applies, in each
          case, relating to a different interest rate formula, this Note shall
          be designated as a


                                       8

<PAGE>


          "Regular Floating Rate Note" and, except as set forth below or
          specified on the face hereof or in an Addendum hereto, shall bear
          interest at the rate determined by reference to the applicable
          Interest Rate Basis or Bases (a) plus or minus the Spread, if any,
          and/or (b) multiplied by the Spread Multiplier, if any, in each case
          as specified on the face hereof. Commencing on the Initial Interest
          Reset Date, the rate at which interest on this Note shall be payable
          shall be reset as of each Interest Reset Date specified on the face
          hereof; provided, however, that the interest rate in effect for the
                  --------  -------
          period, if any, from the Original Issue Date to the Initial Interest
          Reset Date shall be the Initial Interest Rate.

               (ii) If the Interest Category of this Note is specified on the
          face hereof as a "Floating Rate/Fixed Rate Note", then, except as set
          forth below or specified on the face hereof or in an Addendum hereto,
          this Note shall bear interest at the rate determined by reference to
          the applicable Interest Rate Basis or Bases (a) plus or minus the
          Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
          any, in each case as specified on the face hereof. Commencing on the
          Initial Interest Reset Date, the rate at which interest on this Note
          shall be payable shall be reset as of each Interest Reset Date;
          provided, however, that (y) the interest rate in effect for the
          --------  -------
          period, if any, from the Original Issue Date to the Initial Interest
          Reset Date shall be the Initial Interest Rate and (z) the interest
          rate in effect for the period commencing on the Fixed Rate
          Commencement Date specified on the face hereof to the Maturity Date
          shall be the Fixed Interest Rate specified on the face hereof or, if
          no such Fixed Interest Rate is specified, the interest rate in effect
          hereon on the day immediately preceding the Fixed Rate Commencement
          Date.

               (iii) If the Interest Category of this Note is specified on the
          face hereof as an "Inverse Floating Rate Note", then, except as set
          forth below or specified on the face hereof or in an Addendum hereto,
          this Note shall bear interest at the Fixed Interest Rate minus the
          rate determined by reference to the applicable Interest Rate Basis or
          Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by
          the Spread Multiplier, if any, in each case as specified on the face
          hereof; provided, however, that the interest rate hereon shall not be
                  --------  -------
          less than zero. Commencing on the Initial Interest Reset Date, the
          rate at which interest on this Note shall be payable shall be reset as
          of each Interest Reset Date; provided, however, that the interest rate
                                       --------  -------
          in effect for the period, if any, from the Original Issue Date to the
          Initial Interest Reset Date shall be the Initial Interest Rate.

     Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date; provided, however, that the interest rate in effect
                            --------  -------
for the period, if any, from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR or EURIBOR
is an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.



                                       9

<PAGE>

         The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be determined by the Calculation Agent
as of the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below). The
"Interest Determination Date" with respect to the CD Rate, the CMT Rate, the
Commercial Paper Rate and EURIBOR shall be the second Business Day immediately
preceding the applicable Interest Reset Date; the "Interest Determination Date"
with respect to the Federal Funds Rate and the Prime Rate shall be the Business
Day immediately preceding the applicable Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); and the
"Interest Determination Date" with respect to LIBOR shall be the second London
Banking Day immediately preceding the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate shall be the day
in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless such Monday is a
legal holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, although such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
--------  -------
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday, provided, further, that if an auction falls on
                                --------  -------
any Interest Reset Date, then the Interest Reset Date shall instead be the first
Business Day following such auction. If the interest rate of this Note is
determined with reference to two or more Interest Rate Bases specified on the
face hereof, the "Interest Determination Date" pertaining to this Note shall be
the most recent Business Day which is at least two Business Days prior to the
applicable Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined as of such date, and
the applicable interest rate shall take effect on the related Interest Reset
Date.

         Unless otherwise specified on the face hereof or in an Addendum hereto,
the rate with respect to each Interest Rate Basis will be determined in
accordance with the applicable provisions below.

         CD Rate. If an Interest Rate Basis for this Note is specified on the
         -------
face hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity as published in H.15(519) (as defined below) under the
heading "CDs (secondary market)", or, if not published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity as published in H.15 Daily Update (as hereinafter
defined), or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "CDs (secondary market)." If such rate
is not yet published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on the related Calculation
Date, then the CD Rate on such CD Rate Interest Determination Date will be
calculated by the Calculation Agent specified on the face hereof and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading
non-bank dealers in negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of


                                       10

<PAGE>

major United States money market banks for negotiable United States dollar
certificates of deposit with a remaining maturity closest to the Index Maturity
in an amount that is representative for a single transaction in that market at
that time; provided, however, that if the dealers so selected by the Calculation
           --------  -------
Agent are not quoting as mentioned in this sentence, the CD Rate determined as
of such CD Rate Interest Determination Date will be the CD Rate in effect on
such CD Rate Interest Determination Date.

         "H.15(519)" means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the Federal
Reserve System.

         "H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site 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.

         CMT Rate. If an Interest Rate Basis for this Note is specified on the
         --------
face hereof as the CMT Rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the CMT Rate plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified above. "CMT Rate" means with respect to
any CMT Rate Interest Determination Date:

         (i) if CMT Telerate Page 7051 is specified above, the percentage equal
to the yield for United States Treasury securities at "constant maturity" having
the Index Maturity specified above as published in H.15(519) under the caption
"Treasury Constant Maturities", as the yield is displayed on Bridge Telerate,
Inc., or any successor service, on page 7051, or any other page as may replace
page 7051 on that service ("Telerate Page 7051"), for such CMT Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7051, the CMT
Rate on such CMT Rate Interest Determination Date will be the percentage equal
to the yield for United States Treasury securities at "constant maturity" having
the Index Maturity specified above and for such CMT Rate Interest Determination
Date as published in H.15(519) under the caption "Treasury Constant Maturities".
If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate
Interest Determination Date will be the rate on such CMT Rate Interest
Determination Date for the period of the Index Maturity specified above as may
then be published by either the Federal Reserve System Board of Governors or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate which would otherwise have been published in
H.15(519). If the Federal Reverse System Board of Governors or the United States
Department of the Treasury does not publish a yield on United States Treasury
securities at "constant maturity" having the Index Maturity specified above for
such CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York (each, a "Reference Dealer") selected by the
Calculation Agent from five Reference Dealers and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest) for United States
Treasury securities with an original maturity equal to the Index Maturity
specified above, a remaining term to maturity no more than 1 year shorter than
the Index Maturity specified above and in a principal amount that is
representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two



                                       11

<PAGE>

such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be based
on the arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of such quotations will be eliminated. If fewer than three prices are
provided as requested, the CMT Rate on such CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest) for United
States Treasury securities with an original maturity greater than the Index
Maturity specified above, a remaining term to maturity closest to the Index
Maturity specified above, and in a principal amount that is representative for a
single transaction in such securities in such market at such time. If fewer than
five but more than two such prices are provided as requested, the CMT Rate on
such CMT Rate Interest Determination Date will be calculated by the Calculation
Agent and will be based on the arithmetic mean of the bid prices obtained and
neither the highest nor the lowest of the quotations will be eliminated;
provided, however, that if fewer than three such prices are provided as
-----------------
requested, the CMT Rate determined as of such CMT Rate Interest Determination
Date will be the CMT Rate in effect on such CMT Rate Interest Determination
Date. If two such United States Treasury securities with an original maturity
greater than the Index Maturity specified above have remaining terms to maturity
equally close to the Index Maturity specified above, the quotes for the Treasury
security with the shorter original term to maturity will be used.

         (ii) if CMT Telerate Page 7052 is specified above, the percentage equal
to the one-week or one-month, as specified above, average yield for United
States Treasury securities at "constant maturity" having the Index Maturity
specified above as published in H.15(519) opposite the caption "Treasury
Constant Maturities", as such yield is displayed on Bridge Telerate, Inc., or
any successor service, on page 7052, or any other page as may replace page 7052
on that service ("Telerate Page 7052"), for the week or month, as applicable,
ended immediately preceding the week or month, as applicable, in which such CMT
Rate Interest Determination Date falls. If such rate does not appear on Telerate
Page 7052, the CMT Rate on such CMT Rate Interest Rate Determination Date will
be the percentage equal to the one-week or one-month, as specified above,
average yield for United States Treasury securities at "constant maturity"
having the Index Maturity specified above and for the week or month, as
applicable, preceding such CMT Rate Interest Determination Date as published in
H.15(519) opposite the caption "Treasury Constant Maturities". If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date will be the one-week or one-month, as specified above, average yield for
United States Treasury securities at "constant maturity" having the Index
Maturity specified above as otherwise announced by the Federal Reserve Bank of
New York for the week or month, as applicable, ended immediately preceding the
week or month, as applicable, in which such CMT Rate Interest Determination Date
falls. If the Federal Reserve Bank of New York does not publish a one-week or
one-month, as specified above, average yield on United States Treasury
securities at "constant maturity" having the Index Maturity specified above for
the applicable week or month, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City


                                       12

<PAGE>

time, on such CMT Rate Interest Determination Date of three Reference Dealers
selected by the Calculation Agent from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for United States Treasury securities with an
original maturity equal to the Index Maturity specified above, a remaining term
to maturity no more than 1 year shorter than the Index Maturity specified above
and in a principal amount that is representative for a single transaction in
such securities in such market at such time. If fewer than five but more than
two such prices are provided as requested, the CMT Rate on such CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotations will be eliminated. If fewer than
three prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest) for United States Treasury securities with an original maturity greater
than the Index Maturity specified above, a remaining term to maturity closest to
the Index Maturity specified above and in a principal amount that is
representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be based on the arithmetic mean of
the bid prices obtained and neither the highest or the lowest of such quotations
will be eliminated; provided, however, that if fewer than three such prices are
                    -----------------
provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two United States Treasury securities with an original
maturity greater than the Index Maturity specified above have remaining terms to
maturity equally close to the Index Maturity specified above, the quotes for the
United States Treasury security with the shorter original remaining term to
maturity will be used.

         Commercial Paper Rate. If an Interest Rate Basis for this Note is
         ---------------------
specified on the face hereof as the Commercial Paper Rate, the Commercial Paper
Rate shall be determined as of the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date") as the Money Market Yield
(as defined below) on such date of the rate for commercial paper having the
Index Maturity as published in H.15(519) under the caption "Commercial
Paper-Nonfinancial" or, if not so published by 3:00 P.M., New York City time, on
the related Calculation Date, the Money Market Yield of the rate on such
Commercial Paper Rate Interest Determination Date for commercial paper having
the Index Maturity as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Commercial Paper-Nonfinancial." If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on such Calculation Date, then the Commercial Paper
Rate on such Commercial Paper Rate Interest Determination Date will be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York City
time, on such Commercial Paper Rate Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the Index Maturity
placed for industrial


                                       13

<PAGE>

issuers whose bond rating is "Aa", or the equivalent, from a nationally
recognized statistical rating organization; provided, however, that if the
                                           -------------------
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate determined as of such Commercial Paper
Rate Interest Determination Date will be the Commercial Paper Rate in effect on
such Commercial Paper Rate Interest Determination Date.

         "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                                   D X 360
         Money Market Yield =  --------------  X 100
                                360 - (D X M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.

         Eleventh District Cost of Funds Rate. If an Interest Rate Basis for
         -------------------------------------
this Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on the display on Bridge Telerate,
Inc. (or any successor service) on page 7058 or any other page as may replace
such page on such service ("Telerate Page 7058") as of 11:00 A.M., San Francisco
time, on such Eleventh District Cost of Funds Rate Interest Determination Date.
If such rate does not appear on Telerate Page 7058 on such Eleventh District
Cost of Funds Rate Interest Determination Date, then the Eleventh District Cost
of Funds Rate on such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month immediately preceding such Eleventh District
Cost of Funds Rate Interest Determination Date. If the FHLB of San Francisco
fails to announce the Index on or prior to such Eleventh District Cost of Funds
Rate Interest Determination Date for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date, the
Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Rate Interest Determination Date will be the Eleventh District
Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.

         Federal Funds Rate. If an Interest Rate Basis for this Note is
         -------------------
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a "Federal
Funds Rate Interest Determination Date") as the rate on such date for United
States dollar federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)", as such rate is displayed on Bridge Telerate, Inc. (or any
successor service) on page 120 (or any other page as may replace such page on
such service) ("Telerate Page 120"), or, if such rate does not appear on
Telerate page 120 or is not so published by 3:00 P.M., New York City time, on
the Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date for United States dollar federal funds as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying
such rate, under the


                                       14

<PAGE>

caption "Federal Funds (Effective)." If such rate does not appear on Telerate
Page 120 or is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of United
States dollar federal funds transactions in The City of New York selected by the
Calculation Agent, prior to 9:00 A.M., New York City time, on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers so
                                 -------------------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.

         LIBOR. If an Interest Rate Basis for this Note is specified on the face
         ------
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:

         (i) (a) if "LIBOR Telerate" is specified on the face hereof or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof as
the method for calculating LIBOR, LIBOR will be the rate for deposits in the
Designated LIBOR Currency having the Index Maturity specified on the face
hereof, commencing on the applicable Interest Reset Date, that appears on the
Designated LIBOR Page (as defined below) as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date; or (b) if "LIBOR Reuters" is specified on the
face hereof, the arithmetic mean of the offered rates (unless the Designated
LIBOR Page (as defined below) by its terms provides only for a single rate, in
which case such single rate will be used) for deposits in the Designated LIBOR
Currency having the Index Maturity, commencing on the applicable Interest Reset
Date immediately following such Interest Determination Date, that appear (or, if
only a single rate is required as aforesaid, appears) on the Designated LIBOR
Page as of 11:00 A.M., London time, on such LIBOR Interest Determination Date.
If fewer than two such offered rates so appear, or if no such rate so appears,
as applicable, LIBOR on such LIBOR Interest Determination Date shall be
determined in accordance with the provisions described in clause (ii) below.

         (ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Designated
LIBOR Currency for the period of the Index Maturity, commencing on the
applicable Interest Reset Date immediately following such Interest Determination
Date, to prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in the Designated LIBOR Currency
in such market at such time. If at least two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., in the applicable Principal
Financial Center (as defined below), on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center selected by the
Calculation Agent for loans in the Designated LIBOR Currency


                                       15

<PAGE>


to leading European banks, having the Index Maturity and in a principal amount
that is representative for a single transaction in the Designated LIBOR Currency
in such market at such time; provided, however, that if the banks so selected by
                            ---------  -------
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date shall be LIBOR in effect
on such LIBOR Interest Determination Date.

         "Designated LIBOR Currency" means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no such currency is
specified on the face hereof, United States dollars.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on Bridge Telerate, Inc. (or any successor
service) on the page specified on the face hereof (or any other page as may
replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency.

         EURIBOR. If an Interest Rate Basis for this Note is specified on the
         -------
face hereof as EURIBOR, EURIBOR shall be determined as of the applicable
Interest Determination Date (a "EURIBOR Interest Determination Date") as (i) the
rate for deposits in euros as sponsored, calculated and published 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 those rates, having the Index Maturity, commencing on the applicable
Interest Reset Date, as that rate appears on Bridge Telerate, Inc., or any
successor service, on page 248 or any other page as may replace that specified
page on that service ("Telerate Page 248") as of 11:00 A.M., Brussels time, on
the applicable Interest Determination Date, or (ii) if the rate referred to in
clause (i) does not appear on Telerate Page 248, or is not so published by 11:00
A.M., Brussels time, on the applicable Interest Determination Date, the rate
calculated by the Calculation Agent as the arithmetic mean of at least two
quotations obtained by the Calculation Agent after requesting the principal
Euro-zone (as defined below) offices of four major banks in the Euro-zone
interbank market, in the European interbank market, to provide the Calculation
Agent with its offered quotation for deposits in euros for the period of the
Index Maturity, commencing on the applicable Interest Reset Date, to prime banks
in the Euro-zone interbank market at approximately 11:00 A.M., Brussels time, on
the applicable Interest Determination Date and in a principal amount not less
than the equivalent of U.S. $1 million in euros that is representative for a
single transaction in euro in that market at that time, or (iii) if fewer than
two quotations referred to in clause (ii) are so provided, the rate on the
applicable Interest Determination Date calculated by the Calculation Agent as
the arithmetic mean of the rates quoted at approximately 11:00 A.M., Brussels
time, on such Interest Determination Date by four major banks in the Euro-zone
for loans in euro to leading European banks, having the Index Maturity,
commencing on the applicable Interest Reset Date and in a principal amount not
less than the equivalent of U.S. $1 million in euros that is representative for
a single transaction in euros in that market at that time, or (iv) if the banks
so selected by the Calculation Agent are not quoting as mentioned in clause
(iii), EURIBOR in effect on the applicable Interest Determination Date.



                                       16

<PAGE>

         "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.

         Prime Rate. If an Interest Rate Basis for this Note is specified on the
         -----------
face hereof as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
caption "Bank Prime Loan" or, if not published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Prime Rate Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Bank Prime Loan", or if such rate is not yet published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York
City time, on the related Calculation Date, the Prime Rate determined as of such
Prime Rate Interest Determination Date shall be calculated by the Calculation
Agent as the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as
such bank's prime rate or base lending rate as of 11:00 A.M., New York City
time, on such Prime Rate Interest Determination Date. If fewer than four such
rates so appear on the Reuters Screen US PRIME 1 Page for such Prime Rate
Interest Determination Date, then the Prime Rate determined as of such Prime
Rate Interest Determination Date shall be calculated by the Calculation Agent as
the arithmetic mean of the prime rates or base lending rates quoted on the basis
of the actual number of days in the year divided by a 360-day year as of the
close of business on such Prime Rate Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent; provided,
                                                                 ---------
however, that if the banks so selected by the Calculation Agent are not quoting
-------
as mentioned in this sentence, the Prime Rate determined as of such Prime Rate
Interest Determination Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.

         "Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service (or any successor service) on the "US PRIME 1" page
(or such other page as may replace the US PRIME 1 Page on such service) for the
purpose of displaying prime rates or base lending rates of major United States
banks.

         Treasury Rate. If an Interest Rate Basis for this Note is specified on
         --------------
the face hereof as the Treasury Rate, the Treasury Rate shall be determined as
of the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity under the caption
"INVESTMENT RATE" on the display on Bridge Telerate, Inc. (or any successor
service) on page 56 (or any other page as may replace such page on such service)
("Telerate Page 56") or page 57 (or any other page as may replace such page on
such service) ("Telerate Page 57") or, if not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the Bond Equivalent Yield (as
defined below) of the rate for such Treasury Bills as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High." If such rate is not so published in H.15 Daily Update or
another recognized electronic source by 3:00 P.M., New York City time, on the
related Calculation Date, the Treasury Rate determined as of such Treasury Rate
Interest Determination Date shall be Bond Equivalent Yield of the auction rate
of such Treasury Bills as announced by the United States Department of the



                                       17

<PAGE>

Treasury. In the event that such auction rate is not so announced by the United
States Department of Treasury on such Calculation Date, or if no such Auction is
held, then the Treasury Rate determined as of such Treasury Rate Interest
Determination Date shall be the Bond Equivalent Yield of the rate on such
Treasury Rate Interest Determination Date of Treasury Bills having the Index
Maturity as published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury Bills as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the Treasury
Rate determined as of such Treasury Rate Interest Determination Date shall be
calculated by the Calculation Agent as the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest Determination Date, of
three primary United States government securities dealers selected by the
Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity; provided, however, that if the dealers so
                              -------------------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Treasury Rate determined as of such Treasury Rate Interest Determination
Date shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

         "Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                                     D X N
         Bond Equivalent Yield =  -------------   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.

         Any provision contained herein, including the determination of an
Interest Rate Basis, the specification of an Interest Rate Basis, calculation of
the interest rate applicable to this Note, its Interest Payment Dates or any
other matter relating thereto may be modified as specified in an Addendum
relating hereto if so specified above.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. In addition to any maximum Interest Rate
applicable hereto pursuant to the above provisions, 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 the United States law of general application.

         The Calculation Agent shall calculate the interest rate hereof in
accordance with the foregoing on or before each Calculation Date. At the request
of the Holder hereof, the



                                       18

<PAGE>

Calculation Agent will provide to the Holder hereof the interest rate hereon
then in effect and, if determined, the interest rate which will become effective
as of the next Interest Reset Date.

         The "Calculation Date", if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be. At
the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.

         Accrued interest hereon shall be an amount calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR, EURIBOR or the Prime Rate is an applicable Interest
Rate Basis or by the actual number of days in the year if the CMT Rate or the
Treasury Rate is an applicable Interest Rate Basis. Unless otherwise specified
as the Day Count Convention on the face hereof, the interest factor for this
Note, if the interest rate is calculated with reference to two or more Interest
Rate Bases, shall be calculated in each period in the same manner as if only the
applicable Interest Rate Basis specified on the face hereof applied.

         All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
 .09876545) would be rounded to 9.87655% (or .0987655), and all amounts used in
or resulting from such calculation on this Note shall be rounded to the nearest
cent (with one-half cent being rounded upwards)).

         If an Event of Default shall occur and be continuing, the principal of
the Notes may be accelerated in the manner and with the effect provided in the
Indenture.

         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 any series of Debt Securities to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of each
series of Debt Securities at the time outstanding, adversely affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the outstanding Debt Securities of
each series, on behalf of the Holders of Debt Securities 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 herefor 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



                                       19

<PAGE>

principal, premium, if any, and interest in respect of this Note at the times,
places and rate or formula, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, 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 with the same terms and provisions, will be issued by the
Company to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons and, if
payable in U.S. dollars, only in denominations of U.S.$1,000 and any integral
multiple of U.S.$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 of a different denomination,
as requested by the Holder 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 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, except as required by law.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.

         Capitalized terms used herein without definition which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


                                       20

<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:

<TABLE>
<S>           <C>                                   <C>
TEN COM       - as tenants in common                UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT       - as tenants by the entireties                            (Cust)          (Minor)
JT TEN        - as joint tenants with right of      under Uniform Gifts to Minors
                survivorship and not as tenants     Act_____________________
                in common                                      (State)
</TABLE>

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

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


                                       21

<PAGE>

                                   ASSIGNMENT

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 Company, 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.



                                       22

<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 in the Borough of Manhattan, The City of New York, currently
located at [101 Barclay Street, New York, New York 10286] 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 (provided
that any remaining principal amount shall be at least U.S.$1,000 unless
otherwise specified in the Note) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be U.S.$1,000 or an
integral multiple thereof) 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.

                                       23