<PAGE>

                                                                     EXHIBIT 4.3
                                                                     -----------
                                 [Face of Note]


                               MAYTAG CORPORATION
CUSIP NO. _______________                          PRINCIPAL AMOUNT: $ _________

REGISTERED NO. FL ___
                           MEDIUM-TERM NOTE, SERIES E

               Due from Nine Months to 30 Years from Date of Issue

     If this Note is a Book-Entry Note, the registered owner of this Note (as
indicated below) is The Depository Trust Company (the "Depositary") or a nominee
of the Depositary, and the following legend is applicable: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), 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 to such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

          The following summary of terms is subject to the information
                        set forth on the reverse hereof:

<TABLE>
<S>                                <C>                         <C>                                     <C>      <C>
ORIGINAL ISSUE:

STATED MATURITY:

SPECIFIED CURRENCY:                United States Dollars
                                   Other: ___________          CALCULATION AGENT:
EXCHANGE RATE AGENT:


AUTHORIZED DENOMINATIONS
(If other than $1,000 and
integral multiples of $1,000
in excess thereof):

FORM:                              BOOK-ENTRY                  AMORTIZING NOTE:                        Yes      No
                                   CERTIFICATED

PAYING AGENT (If other                                         OPTIONAL REDEMPTION:                    Yes      No
than the Trustee):

INTEREST RATE BASIS:                                           INITIAL REDEMPTION DATE:

INDEX MATURITY:                                                INITIAL REDEMPTION
                                                               PERCENTAGE:

INTEREST PAYMENT DATES:                                        ANNUAL PERCENTAGE
                                                               REDEMPTION REDUCTION:

REGULAR RECORD DATES:
                                                               REDEMPTION PRICE:

INITIAL INTEREST RATE:
                                                               OPTION TO ELECT REPAYMENT:              Yes      No

MAXIMUM INTEREST RATE:
                                                               OPTIONAL REPAYMENT DATE(S):

MINIMUM INTEREST RATE:
                                                               OPTIONAL REPAYMENT PRICE(S):            Yes      No

SPREAD:
                                                               OPTIONAL RESET:

SPREAD MULTIPLIER:
                                                               OPTIONAL RESET DATE(S):                 Yes      No

RESET PERIOD:

                                                               OPTIONAL EXTENSIONS OF
INTEREST RESET DATES:                                          ORIGINAL MATURITY:



INTEREST DETERMINATION DATES:                                  EXTENSION PERIOD:

                                                               NUMBER OF EXTENSION PERIODS:

OVERDUE RATE:                                                  FINAL MATURITY:                         Yes      No

                                                               OTHER PROVISIONS:                       Yes      No
SINKING FUND:
                                                               ANNEX ATTACHED (and Incorporated
                                                               by reference herein):
</TABLE>

<PAGE>


     If this Note was issued with "original issue discount" for purposes of
Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed:

ORIGINAL ISSUE DISCOUNT NOTE:  TOTAL AMOUNT OF OID:  ISSUE PRICE
                                                     (expressed as a percentage
                                                     of aggregate principal
                                                     amount):

  Yes     No

YIELD TO MATURITY:        INITIAL ACCRUAL PERIOD OID:

     MAYTAG CORPORATION, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to ___________________________________________
_________ or registered assigns, the principal sum specified above on the Stated
Maturity shown above, and to pay interest thereon from and including the
Original Issue Date shown above or from and including the most recent Interest
Payment Date (as hereinafter defined) to which interest has been paid or duly
provided for, as the case may be.

     Interest will be paid on the Interest Payment Date or Dates specified
above, at the rate per annum determined in accordance with the provisions on the
reverse hereof, depending on the Interest Rate Basis, the Spread, if any, and/or
the Spread Multiplier, if any, specified above, commencing with the first such
Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below) until the principal hereof is paid or made available
for payment and on the Stated Maturity, and, if specified above, interest will
accrue on any overdue principal and on any overdue installment of interest (to
the extent such interest is legally enforceable) at the Overdue Rate per annum
specified above. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Note (or one or more predecessor Notes) is
registered in the Security Register at the close of business on the Regular
Record Date specified above next preceding such Interest Payment Date. The first
payment of interest on any Note originally issued between a Regular Record Date
and the next Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date. Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof is to be
given to Holders of Notes not less than 10 calendar days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

     If this Note is a Book-Entry Note as specified above, while this Note is
represented by one or more Book-Entry Notes registered in the name of the
Depositary or its nominee, the Company will cause payments of principal of,
premium, if any, and interest on such Book-Entry Notes to be made to the
Depositary or its nominee, as the case may be, by wire transfer to the extent,
in the funds and in the manner required by agreements with, or regulations or
procedures prescribed from time to time by, the Depositary or its nominee, and
otherwise in accordance with such agreements, regulations and procedures. If
this Note is a Book-Entry Note as specified above, the following legend is
applicable except as specified on the reverse hereof: THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY 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 OF THE DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR.

     If this Note is a certificated Note as specified above, payments of
interest and, if this Note is an Amortizing Note as specified above, principal
on this Note (other than interest, and if this Note is an Amortizing Note,
principal payable at Stated Maturity) will be made by mailing a check to the
Holder at the address of the Holder appearing in the Security Register on the
applicable Regular Record Date. Notwithstanding the foregoing, at the option of
the Company, all payments of interest and, if this is an Amortizing Note,
principal on this Note may be made by wire transfer of immediately available
funds to an account designated by the Holder at a bank located in the United
States.

     The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but not any tax, assessment or
governmental charge imposed upon the Holder of this Note. If this Note is a
certificated Note as specified above, payment of the principal, premium, if any,
and interest payable at Maturity in respect of this Note will be made in
immediately available funds upon surrender of this Note accompanied by wire
instructions at the Corporate Trust Office of the Trustee in The City of
Chicago, Illinois or the Borough of Manhattan, The City of New York, provided
that this Note is presented to the Trustee in time for the Trustee to make such
payment in such funds in accordance with its normal procedures.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF OR THE ATTACHED ANNEX, IF ANY, 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
Trustee referred to on the reverse hereof, or its successor as Trustee, or its
Authenticating Agent, by manual signature of an authorized signatory, this Note
will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                        2

<PAGE>

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

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION          MAYTAG CORPORATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
                                                 By:____________________________
                                                 Its:___________________________

BANK ONE, NATIONAL ASSOCIATION,
as Trustee
                                                 Attest:________________________
                                                 Its:___________________________

By:____________________________
   Authorized Officer

                                        3

<PAGE>

                                [Reverse of Note]

                               MAYTAG CORPORATION

                           MEDIUM-TERM NOTE, SERIES E

     SECTION 1. General. This Note is one of a duly authorized issue of
Securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an Indenture, dated as of June 15, 1987, as
supplemented from time to time (herein called the "Indenture"), between the
Company and Bank One, National Association, formerly known as The First National
Bank of Chicago, as Trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Note
is one of the Securities of the series designated on the face hereof. The Notes
may bear different dates, mature at different times, bear interest at different
rates, be subject to different redemption provisions, if any, may be subject to
different sinking funds, purchase or analogous funds, if any, and may otherwise
vary, all as provided in the Indenture.

     SECTION 2. Interest Rate Calculations; Payments. The interest rate on this
Note will be equal to the interest rate calculated by reference to the Interest
Rate Basis specified on the face hereof (i) plus or minus the Spread, if any,
(ii) multiplied by the Spread Multiplier, if any, or (iii) plus or minus the
Spread, if any and multiplied by the Spread Multiplier, if any. The "Spread" is
the number of basis points (one basis point equals one one-hundredth of a
percentage point) specified on the face hereof as being applicable to this Note,
and the "Spread Multiplier" is the percentage specified on the face hereof as
being applicable to this Note. Specified on the face hereof is the Interest Rate
Basis and the Spread and/or Spread Multiplier, if any, and the maximum or
minimum interest rate, if any, applicable to this Note. Specified on the face
hereof are particulars as to the Calculation Agent (unless otherwise specified,
Bank One, National Association (in such capacity, the "Calculation Agent")),
Index Maturity, Original Issue Date, the interest rate in effect for the period
from the Original Issue Date to the first Interest Reset Date specified on the
face hereof (the "Initial Interest Rate"), Interest Determination Dates,
Interest Payment Dates, Regular Record Dates and Interest Reset Dates with
respect to this Note.

     Except as provided below, the Interest Payment Dates for the payment of
interest and, if this Note is an Amortizing Note, principal on this Note will be
(i) if this Note resets daily, weekly or monthly, the third Wednesday of each
month or the third Wednesday of March, June, September and December of each
year, as specified on the face hereof; (ii) if this Note resets quarterly, the
third Wednesday of March, June, September and December of each year, as
specified on the face hereof; (iii) if this Note resets semi-annually, the third
Wednesday of the two months of each year specified on the face hereof; and (iv)
if this Note resets annually, the third Wednesday of the one month of each year
specified on the face hereof and, in each case, at Maturity. If any Interest
Payment Date, other than Maturity, for this Note is not a Business Day for this
Note, such Interest Payment Date will be postponed to the next day that is a
Business Day for this Note, except that if the Interest Rate Basis specified on
the face hereof is LIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be the immediately preceding
London Business Day. If the Maturity for this Note falls on a day that is not a
Business Day, payment of principal, premium, if any, and interest to be made on
such day with respect to this Note will be made on the next day that is a
Business Day with the same force and effect as if made on the due date, and no
additional interest will be payable on the date of payment for the period from
and after the due date as a result of such delayed payment.

     The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Reset Period" for
this Note, and the first day of each Reset Period being an "Interest Reset
Date"), as specified on the face hereof. Unless otherwise specified on the face
hereof, the Interest Reset Date will be, if this Note resets daily, each
Business Day for this Note; if this Note resets weekly (unless the Interest Rate
Basis specified on the face hereof is the Treasury Rate), the Wednesday of each
week; if this Note resets weekly and the Interest Rate Basis specified on the
face hereof is the Treasury Rate, the Tuesday of each week (except as specified
below); if this Note resets monthly (unless the Interest Rate Basis specified on
the face hereof is the 11th District Cost of Funds Rate), the third Wednesday of
each month; if this Note resets monthly and the Interest Rate Basis specified on
the face hereof is the 11th District Cost of Funds Rate, the first calendar day
of the month; if this Note resets quarterly, the third Wednesday of each March,
June, September and December; if this Note resets semi-annually, the third
Wednesday of the two months of each year specified on the face hereof; and if
this Note resets annually, the third Wednesday of the one month of each year
specified on the face hereof; provided, however, that the interest rate in
effect from the Original Issue Date to but excluding the first Interest Reset
Date will be the Initial Interest Rate specified on the face hereof. If the
Interest Reset Date is not a Business Day for this Note, the Interest Reset Date
will be postponed to the next day that is a Business Day for this Note, except
that if the Interest Rate Basis specified on the face hereof is LIBOR, if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
will be the immediately preceding London Business Day. Each adjusted rate will
be applicable on and after the Interest Reset Date to which it relates to but
excluding the next succeeding Interest Reset Date or until Maturity.

     The interest rate for each Reset Period will be the rate determined by the
Calculation Agent on the Calculation Date (as defined below) pertaining to the
Interest Determination Date pertaining to the Interest Reset Date for such Reset
Period. Unless otherwise specified on the face hereof, the "Interest
Determination Date" pertaining to an Interest Reset Date (a) if the Interest
Rate Basis specified on the face hereof is Commercial Paper Rate (the
"Commercial Paper Interest Determination Date"), (b) if the Interest Rate Basis
specified on the face hereof is CD Rate (the "CD Interest Determination Date"),
(c) if the Interest Rate Basis specified on the face hereof is CMT Rate (the
"CMT Interest Determination Date"), (d) if the Interest Rate Basis specified on
the face hereof is Federal Funds Rate (the "Federal Funds Interest Determination
Date"), or (e) if the Interest Rate Basis specified on the face hereof is Prime
Rate (the "Prime Interest Determination Date"), will be the second Business Day
prior to such Interest Reset Date as specified on the face hereof. Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date, if the Interest Rate Basis specified on
the face hereof is 11th District Cost of Funds Rate (the "11th District Interest
Determination Date"), will be the last Business Day of the month immediately
preceding such Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below
under "Determination of 11th District Cost of Funds Rate"). Unless otherwise
specified on the face hereof, the Interest Determination Date pertaining to an
Interest Reset Date, if the Interest Rate Basis specified on the face hereof is
LIBOR (the "LIBOR Interest Determination Date"), will be the second London
Business Day immediately preceding such Interest Reset Date. Unless otherwise
specified on the face hereof, the Interest Determination Date pertaining to an
Interest Reset Date, if the Interest Rate Basis specified on the face hereof is
Treasury Rate (the "Treasury Interest Determination Date"), will be the day of
the week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If an auction is so held on the preceding Friday, such
Friday will be the Treasury Interest Determination Date pertaining to the Reset
Period commencing in the next succeeding week. Unless otherwise specified on the
face hereof, the "Calculation Date" pertaining to any Interest Determination
Date will be the earlier of (i) the tenth calendar day after the

                                        4

<PAGE>

Interest Determination Date or, if such day is not a Business Day, the next day
that is a Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity, as the case may be.

     "Business Day" means, unless otherwise specified on the face hereof, any
Monday, Tuesday, Wednesday, Thursday or Friday that in The City of New York is
not a day on which banking institutions are authorized or obligated by law,
regulation or executive order to close (a "Regular Weekday"); provided, however,
that with respect to Notes denominated in a foreign currency, such Regular
Weekday is also not a day on which commercial banks are authorized or obligated
by law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or, if the
Specified Currency is euro, such Regular Weekday 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 Notes as to which LIBOR
is the applicable Interest Rate Basis such Regular Weekday is also a London
Business Day (as defined below). "London Business Day" means any day on which
dealings in deposits in the Designated LIBOR Currency are transacted in the
London interbank market. "Principal Financial Center" means (i) the capital city
of the country issuing the Specified Currency or (ii) the capital city of the
country to which the Designated LIBOR Currency relates, as applicable, except,
in the case of (i) or (ii) above, that with respect to United States dollars and
euros, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Portuguese escudos, South African rand and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney and (solely in the case
of the Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam, London,
Johannesburg and Zurich, respectively.

     "Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified on the face
hereof.

     Unless otherwise specified on the face hereof, if this Note is an
Amortizing Note, payments with respect to this Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof. If this Note is an Amortizing Note, a table setting
forth repayment information in respect to this Note will be provided to the
original purchaser hereof and will be available, upon request, to subsequent
Holders.

     Unless otherwise specified on the face hereof, payments on this Note with
respect to any Interest Payment Date or Maturity will include interest accrued
from and including the Original Issue Date, or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, to but excluding such Interest Payment Date or Maturity. Accrued interest
is calculated by multiplying the principal amount of this Note by an accrued
interest factor. This accrued interest factor is computed by adding the interest
factors calculated for each day from and including the Original Issue Date, or
from and including the last date to which interest has been paid or duly
provided for, to but excluding the date for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360, if the Interest Rate Basis
specified on the face hereof is Commercial Paper Rate, CD Rate, Federal Funds
Rate, 11th District Cost of Funds Rate, LIBOR or Prime Rate, or by the actual
number of days in the year, if the Interest Rate Basis specified on the face
hereof is CMT Rate or Treasury Rate.

     The Calculation Agent will calculate the interest rate on this Note, as
provided below. The Calculation Agent will, upon the request of the Holder of
this Note, provide the interest rate then in effect and, if then determined, the
interest rate which will become effective as a result of a determination made
with respect to the most recent Interest Determination Date with respect to this
Note. For purposes of calculating the rate of interest payable on this Note, the
Company has entered into or will enter into an agreement with the Calculation
Agent. The Calculation Agent's determination of any interest rate will be final
and binding in the absence of manifest error.

     Notwithstanding the determination of the interest rate as provided below,
the interest rate on this Note for any interest period will not be greater than
the maximum interest rate, if any, or less than the minimum interest rate, if
any, specified on the face hereof. The interest rate on this Note will in no
event be higher than the maximum rate permitted by Illinois or other applicable
law, as the same may be modified by United States law of general application.

     Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is Commercial Paper Rate, the interest rate
determined with respect to any Commercial Paper Interest Determination Date will
be the Commercial Paper Rate on such Commercial Paper Interest Determination
Date plus or minus the Spread, if any, and/or multiplied by the Spread
Multiplier, if any, as specified on the face hereof.

     Unless otherwise specified on the face hereof, "Commercial Paper Rate"
means, with respect to any Commercial Paper Interest Determination Date, the
Money Market Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors ("H.15(519)") under the heading
"Commercial Paper-Nonfinancial." In the event that such rate is not published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Commercial Paper Interest Determination Date, then the Commercial Paper
Rate with respect to such Commercial Paper Interest Determination Date will be
the Money Market Yield of the rate on such Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified on
the face hereof as published by the Board of Governors of the Federal Reserve
System in its daily update of H.15(519), available through the web site of the
Board of Governors of the Federal Reserve System at
www.federal.reserve.gov/releases/h15/update, or any successor site or
publication ("H.15 Daily Update") under the caption "Commercial
Paper-Nonfinancial." If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or H.15 Daily Update, then
the Commercial Paper Rate with respect to such Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent and will be the
Money Market Yield of the arithmetic mean of the offered rates (quoted on a bank
discount basis) as of 11:00 A.M., New York City time, on such Commercial Paper
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper having
the Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.

     "Money Market Yield" will be a yield (expressed as a percentage rounded, if
necessary, to the nearest one one hundred-thousandth of a percent) calculated in
accordance with the following formula:

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


                                       5

<PAGE>

where "D" refers to the 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 period for which accrued interest is being calculated.

Determination of CD Rate. If the Interest Rate Basis specified on the face
hereof is CD Rate, the interest rate determined with respect to any CD Interest
Determination Date will be the CD Rate on such CD Interest Determination Date
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, as specified on the face hereof.

     Unless otherwise specified on the face hereof, "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "CDs (Secondary
Market)." In the event that such rate is not published prior to 3:00 P.M., New
York City time, on the Calculation Date pertaining to such CD Interest
Determination Date, then the CD Rate with respect to such CD Interest
Determination Date will be the rate on such CD Interest Determination Date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15 Daily Update under the heading "CDs (Secondary
Market)." If by 3:00 P.M., New York City time, on such Calculation Date such
rate is not published in either H.15(519) or H.15 Daily Update, then the CD Rate
with respect to such CD Interest Determination Date will be calculated by the
Calculation Agent 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 Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money market
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified on the face hereof in a
denomination of $5,000,000; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such CD Interest Determination Date will
be the CD Rate in effect on such CD Interest Determination Date.

Determination of CMT Rate. If the Interest Rate Basis specified on the face
hereof is CMT Rate, the interest rate determined with respect to any CMT
Interest Determination Date will be the CMT Rate on such CMT Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, as specified on the face hereof.

     Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any CMT Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption "Treasury
Constant Maturities" under the column for the Designated CMT Maturity Index (as
defined below) for (i) if the Designated CMT Telerate Page is 7051, such CMT
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as specified on the face hereof, ended immediately
preceding the week in which the applicable CMT Interest Determination Date
occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such CMT Interest Determination Date, then the CMT Rate with respect to such
CMT Interest Determination Date will be such treasury constant maturity rate for
the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such CMT Interest Determination
Date, then the CMT Rate with respect to such CMT Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Interest Determination Date with respect to such Interest
Reset Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest Determination Date, then the
CMT Rate with respect to such CMT 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 closing offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Interest Determination
Date reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in The
City of New York 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 the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent cannot obtain three such
Treasury Note quotations, the CMT Rate with respect to such CMT 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 offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT
Interest Determination Date of three Reference Dealers in The City of New York
(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 Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate with respect to such
CMT Interest Determination Date will be based on the arithmetic mean of the
offer prices obtained and neither the highest nor the lowest of such quotes will
be eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on such CMT Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining term
to maturity will be used.

     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page specified on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as published in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as published in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page will be 7052, for
the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the Treasury Notes (either one, two, three, five, seven, ten, twenty or thirty
years) specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index will be two years.

Determination of Federal Funds Rate. If the Interest Rate Basis specified on the
face hereof is Federal Funds Rate, the interest rate determined with respect to
any Federal Funds Interest Determination Date will be the Federal Funds Rate on
such Federal Funds Interest Determination Date plus or minus the Spread, if any,
and/or multiplied by the Spread Multiplier, if any, specified on the face
hereof.

     Unless otherwise specified on the face hereof, "Federal Funds Rate" means,
with respect to any Federal Funds Interest Determination Date, the rate on such
date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." In the event that

                                        6

<PAGE>

such rate is not published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Interest Determination Date,
then the Federal Funds Rate will be the rate on such Federal Funds Interest
Determination Date as published in H.15 Daily Update under the heading "Federal
Funds (Effective)" as such rate is displayed on Telerate Page 120 (or any other
page as may replace such page or such service) ("Telerate Page 120"). If such
rate does not appear on Telerate 120 by 3:00 P.M., New York City time, on such
Calculation Date, then the Federal Funds Rate with respect to such Federal Funds
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percent, with five millionths of a percentage point
rounded upwards) of the rates as of 9:00 A.M., New York City time, on such
Federal Funds Interest Determination Date for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent; provided, however, that
if the brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate with respect to such Federal
Funds Interest Determination Date will be the Federal Funds Rate in effect on
such Federal Funds Interest Determination Date.

Determination of 11th District Cost of Funds Rate. If the Interest Rate Basis
specified on the face hereof is 11th District Cost of Funds Rate, the interest
rate determined with respect to any 11th District Interest Determination Date
will be the 11th District Cost of Funds Rate on such 11th District Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.

     Unless otherwise specified on the face hereof, "11th District Cost of Funds
Rate" means, with respect to any 11th District Interest Determination Date, the
rate equal to the monthly weighted average cost of funds for the calendar month
preceding such 11th District Interest Determination Date as set forth under the
caption "11th District" on Telerate Page 7058 as of 11:00 A.M., San Francisco
time, on such 11th District Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on such 11th District Interest Determination Date,
the 11th District Cost of Funds Rate for such 11th District Interest
Determination Date will 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 the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month immediately preceding such 11th District Interest Determination
Date, then the 11th District Cost of Funds Rate with respect to such 11th
District Interest Determination Date will be the 11th District Cost of Funds
Rate then in effect on such 11th District Interest Determination Date.

Determination of LIBOR. If the Interest Rate Basis specified on the face hereof
is LIBOR, the interest rate determined with respect to any LIBOR Interest
Determination Date will be LIBOR on such LIBOR Interest Determination Date plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
specified on the face hereof.

     Unless otherwise specified on the face hereof, LIBOR means, with respect to
any LIBOR Interest Determination Date, the rate determined by the Calculation
Agent in accordance with the following provisions:

          (i) With respect to any LIBOR Interest Determination Date, LIBOR will
     be either: (a) if "LIBOR Reuters" is specified on the face hereof, the
     arithmetic mean of the offered rates (unless the specified 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 (as defined below) having the Index Maturity specified on
     the face hereof, commencing on the second London Business Day immediately
     following such LIBOR Interest Determination Date, which appear on the
     Designated LIBOR Page specified on the face hereof as of 11:00 A.M., London
     time, on that LIBOR Interest Determination Date, if at least two such
     offered rates appear (unless, as aforesaid, only a single rate is required)
     on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on
     the face hereof, the rate for deposits in the Designated LIBOR Currency
     having the Index Maturity specified on the face hereof, commencing on the
     second London Business Day immediately following such LIBOR Interest
     Determination Date, which appears on the Designated LIBOR Page specified on
     the face hereof as of 11:00 A.M., London time, on that LIBOR Interest
     Determination Date. Notwithstanding the foregoing, if fewer than two
     offered rates appear on the Designated LIBOR Page with respect to LIBOR
     Reuters (unless the specified Designated LIBOR Page by its terms provides
     only for a single rate, in which case such single rate will be used), or if
     no rate appears on the Designated LIBOR Page with respect to LIBOR
     Telerate, whichever may be applicable, LIBOR with respect to such LIBOR
     Interest Determination Date will be determined as if the parties had
     specified the rate described in clause (ii) below.

          (ii) With respect to any LIBOR Interest Determination Date on which
     fewer than two offered rates appear on the Designated LIBOR Page with
     respect to LIBOR Reuters (unless the Designated LIBOR Page by its terms
     provides only for a single rate, in which case such single rate will be
     used), or if no rate appears on the Designated LIBOR Page with respect to
     LIBOR Telerate, as the case may be, the Calculation Agent will request the
     principal London office of each of four major banks in the London interbank
     market selected by the Calculation Agent to provide the Calculation Agent
     with its offered rate quotation for deposits in the Designated LIBOR
     Currency for the period of the Index Maturity specified on the face hereof,
     commencing on the second London Business Day immediately following such
     LIBOR Interest Determination Date, to prime banks in the London interbank
     market as of 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 such Designated LIBOR Currency in such market at such time.
     If at least two such quotations are provided, LIBOR with respect to such
     LIBOR Interest Determination Date will be calculated by the Calculation
     Agent and will be the arithmetic mean of such quotations. If fewer than two
     quotations are provided, LIBOR with respect to such LIBOR Interest
     Determination Date will be the arithmetic mean of the rates quoted as of
     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 to leading European banks, commencing on the
     second London Business Day immediately following such LIBOR Interest
     Determination Date having the Index Maturity specified on the face hereof
     in a principal amount that is representative for a single transaction in
     such 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 with respect to such LIBOR
     Interest Determination Date will be LIBOR in effect on such LIBOR Interest
     Determination Date.

     "Designated LIBOR Currency" means the currency (including a composite
currency), if any, designated on the face hereof as the Designated LIBOR
Currency. If no such currency is designated on the face hereof, the Designated
LIBOR Currency will be U.S. dollars.

     "Designated LIBOR Page" means either (a) the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Designated LIBOR Currency (if "LIBOR Reuters" is
specified on the face hereof), or (b) the display on the Dow Jones Telerate
Service for the purpose of displaying the London interbank rates of major banks
for the applicable designated LIBOR Currency (if "LIBOR Telerate" is specified
on the face hereof). If neither LIBOR Reuters nor LIBOR Telerate is specified on
the face hereof, LIBOR for the applicable Designated LIBOR Currency will be
determined as if LIBOR Telerate (and, if the U.S. dollar is the Designated LIBOR
Currency, page 3750) had been chosen.

                                        7

<PAGE>

     "Principal Financial Center" means, unless otherwise specified on the face
hereof, the capital city of the country that issues as its legal tender the
Designated LIBOR Currency of this Note, except that with respect to U.S. dollars
and ECUs, the Principal Financial Center will be The City of New York and
Brussels, respectively.

Determination of Prime Rate. If the Interest Rate Basis specified on the face
hereof is Prime Rate, the interest rate determined with respect to any Prime
Interest Determination Date will be the Prime Rate on such Prime Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.

     Unless otherwise specified on the face hereof, "Prime Rate" means, with
respect to any Prime Interest Determination Date, the rate on such date as
published in H.15(519) under the heading "Bank Prime Loan." In the event that
such rate is not published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Prime Interest Determination Date, then the
Prime Rate with respect to such Prime Interest Determination Date will be the
rate as published in H.15 Daily Update under the caption "Bank Prime Loan." If
such rate is not published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Prime Interest Determination Date, then the
Prime Rate with respect to such Prime Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
US PRIME 1 as such bank's prime rate or base lending rate as in effect as of
11:00 A.M., New York City time, with respect to such Prime Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
US PRIME 1 with respect to such Prime Interest Determination Date, the Prime
Rate with respect to such Prime Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the prime
rates quoted on the basis of the actual number of days in the year divided by
360 as of the close of business on such Prime Interest Determination Date by at
least two of the three major money center banks in The City of New York selected
by the Calculation Agent. If fewer than two quotations are provided, the Prime
Rate with respect to such Prime Interest Determination Date will be determined
on the basis of the rates furnished in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business under
the laws of the United States, or any state thereof, having total equity capital
of at least U.S. $500,000,000 and being subject to supervision or examination by
Federal or state authority, selected by the Calculation Agent to provide such
rate or rates; provided, however, that if the appropriate number of substitute
banks or trust companies selected as aforesaid are not quoting as mentioned in
this sentence, the Prime Rate with respect to such Prime Interest Determination
Date will be the Prime Rate in effect on such Prime Interest Determination Date.
"Reuters Screen US PRIME 1" means the display designated as page "US PRIME 1" on
the Reuters Monitor Money Rate Service (or such other page as may replace the US
PRIME 1 page on the service for the purpose of displaying the prime rate or base
lending rate of major banks).

Determination of Treasury Rate. If the Interest Rate Basis specified on the face
hereof is Treasury Rate, the interest rate determined with respect to any
Treasury Interest Determination Date will be the Treasury Rate on such Treasury
Interest Determination Date plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any, specified on the face hereof.

     Unless otherwise specified on the face hereof, "Treasury Rate" means, with
respect to any Treasury Interest Determination Date, the rate set at the most
recent auction held on the Treasury Rate Interest Determination Date of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof 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 that page on such service) ("Telerate Page 56") or page 57
(or any other page as may replace that page on such service) ("Telerate Page
57") or, if not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, the
Bond Equivalent Yield (as defined below) or the rate for Treasury Bills as
published in H.15 Daily Update, or the other recognized electronic source used
for the purpose of displaying the rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High."

     In the event that 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
Calculation Date pertaining to such Treasury Interest Determination Date, then
the Treasury Rate with respect to such Treasury Interest Determination Date
shall be the Bond Equivalent Yield of the auction rate of the Treasury Bills as
announced by the United States Department of Treasury. In the event that the
auction rate is not so announced by the United States Department of the Treasury
on the Calculation Date pertaining to such Treasury Interest Determination Date,
or if no auction of Treasury Bills is held, then the Treasury Rate with respect
to such Treasury Interest Determination Date shall be the Bond Equivalent Yield
of the rate on such Treasury 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 Calculation Date, the rate on the
Treasury Interest Determination Date of such Treasury Bills as published in H.15
Daily Update, or the other recognized electronic source used for the purpose of
displaying the rate, under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market."

     If the 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
Calculation Date, the Treasury Rate on the Treasury Interest Determination Date
will be calculated by the Calculation Agent and will be 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 Interest
Determination Date, of three leading primary U.S. government securities dealers
selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate with
respect to such Treasury Interest Determination Date will be the Treasury Rate
in effect on such Treasury 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.

     This Note may be issued with the principal amount payable at Maturity
and/or with interest payable hereon on an Interest Payment Date to be determined
by reference to the price or prices of specified securities or commodities,
securities or commodities exchange indices, the relationship between two or more
specified currencies or other factors (each an "Indexed Note"), as shall be
indicated above under "Other Provisions." Specific information pertaining to the
method for determining the principal amount payable at Maturity or the amount of
interest to be paid on an Interest Payment Date with reference to the specified
index shall be included above under "Other Provisions."

                                        8

<PAGE>

     The Calculation Agent will calculate the interest rate on this Note in
accordance with the foregoing no later than the Calculation Date. The
Calculation Agent's determination of any interest rate shall be final and
binding in the absence of manifest error.

     All percentages resulting from any calculation with respect to this Note
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all amounts used in or resulting from any such calculation with
respect to this Note will be rounded, in the case of United States dollars, to
the nearest cent or in the case of a foreign currency, to the nearest unit (with
one-half cent or unit being rounded upwards).

     The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than United
States dollars, any such amounts so payable by the Company will be converted by
the Exchange Rate Agent specified above into United States dollars for payment
to the Holder of this Note; provided, however, that the Holder of this Note may
elect to receive such amounts in such Specified Currency pursuant to the
provisions set forth below.

     If the Specified Currency is other than United States dollars and the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the Holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.

     If the Specified Currency is other than United States dollars, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its Corporate Trust Office located in The City of Chicago, Illinois
or the Borough of Manhattan, The City of New York on or prior to the applicable
Record Date or at least 15 calendar days prior to Maturity, as the case may be.
Such written request may be mailed or hand delivered or sent by cable, telex or
other form of facsimile transmission. The Holder of this Note may elect to
receive all or a specified portion of all future payments in the Specified
Currency in respect of such principal, premium, if any, and/or interest and need
not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Record Date or at least 15 calendar days prior to Maturity, as the case may be.

     If the Specified Currency is other than United States dollars and if the
Specified Currency is not available due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) on the second Business Day prior to such payment date or, if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise specified on the face hereof. The
"Market Exchange Rate" for the Specified Currency means the noon dollar buying
rate in The City of New York for cable transfers for the Specified Currency as
certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under such
circumstances in United States dollars will not constitute an Event of Default
(as defined in the Indenture).

     All determinations referred to above made by the Company or its agent
(including the Exchange Rate Agent) shall be at its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes and binding on
the Holder of this Note.

     SECTION 3. Redemption. This Note will be redeemable at the option of the
Company prior to the Stated Maturity only if an Initial Redemption Date is
specified on the face hereof. If so specified, this Note will be subject to
redemption at the option of the Company on any date on and after such Initial
Redemption Date in whole or from time to time in part in increments of $1,000 or
the minimum denomination, if any, specified on the face hereof (provided that
any remaining principal amount hereof shall be at least $1,000 or such minimum
denomination), at the Redemption Price specified on the face hereof, plus
accrued and unpaid interest to but excluding the date of redemption, but
payments due with respect to this Note prior to the date of redemption will be
payable to the Holder of this Note of record at the close of business on the
relevant Regular Record Date specified on the face hereof, all as provided in
the Indenture. The Company may exercise such option by causing the Trustee to
mail a notice of such redemption, at least 30 but not more than 60 calendar days
prior to the date of redemption, in accordance with the provisions of the
Indenture. In the event of redemption of this Note in part only, this Note will
be canceled and a new Note or Notes representing the unredeemed portion hereof
will be issued in the name of the Holder hereof.

     SECTION 4. Repayment. If so specified on the face hereof, this Note will be
repayable, in whole or in part, prior to Stated Maturity at the option of the
Holder on the Optional Repayment Date or Dates specified on the face hereof at
the Optional Repayment Price or Prices specified on the face hereof, plus
accrued and unpaid interest to but excluding the date of repayment. In order for
this Note to be repaid prior to Stated Maturity, the Paying Agent must receive
at least 30 but not more than 45 calendar days prior to an Optional Repayment
Date (i) this Note with the form below entitled "Option to Elect Repayment" duly
completed or (ii) a telegram, telex, facsimile transmission or letter (first
class, postage prepaid) from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of this Note,
the principal amount of this Note, the principal amount of this Note to be
repaid, the certificate number or a description of the tenor and terms of this
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter. If the procedure described in clause (ii) of the
preceding sentence is followed, this Note with such form duly completed must be
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note will be irrevocable, except that a
Holder who has tendered this Note for repayment may revoke such tender for
repayment by written notice to the Paying Agent received prior to the close of
business, on the tenth calendar day prior to the Optional Repayment Date. The
repayment option may be exercised by the Holder of this Note for less than the
entire principal amount of this Note provided that the principal amount of this
Note remaining outstanding after such repayment is an authorized denomination.
Upon such partial repayment this Note will be canceled and a new Note or Notes
for the remaining principal amount hereof will be issued in the name of the
Holder hereof.

                                        9

<PAGE>

     If this Note is a Book-Entry Note as specified on the face hereof, while
this Note is represented by one or more Book-Entry Notes registered in the name
of the Depositary or its nominee, the option for repayment may be exercised by a
participant that has an account with the Depositary, on behalf of the beneficial
owner of this Note, by delivering a written notice substantially similar to the
form below entitled "Option to Elect Repayment" duly completed to the Trustee at
its Corporate Trust Office (or such other address of which the Company will from
time to time notify the Holders), at least 30 but not more than 60 calendar days
prior to an Optional Repayment Date. A notice of election from a participant on
behalf of the beneficial owner of this Note to exercise the option to have this
Note repaid must be received by the Trustee prior to 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by the Trustee on a particular day, the beneficial owner of this
Note must so direct the applicable participant before such participant's
deadline for accepting instructions for that day. Different firms may have
different deadlines for accepting instructions from their customers.
Accordingly, the beneficial owner of this Note should consult the participant
through which such beneficial owner owns its interest herein for the deadline
for such participant. All notices shall be executed by a duly authorized officer
of such participant (with signatures guaranteed) and will be irrevocable. In
addition, the beneficial owner of this Note shall effect delivery at the time
such notice of election is given to the Depositary by causing the applicable
participant to transfer such beneficial owner's interest in this Note, on the
Depositary's records, to the Trustee.

     SECTION 5. Optional Interest Reset. If so specified on the face hereof, the
interest rate, the Spread, if any, and/or the Spread Multiplier, specified on
the face hereof may be reset by the Company on the Optional Reset Date or Dates
specified on the face hereof. The Company may exercise such option by notifying
the Trustee of such exercise at least 45 but not more than 60 calendar days
prior to an Optional Reset Date. If the Company so notifies the Trustee of such
exercise, not later than 40 calendar days prior to such Optional Reset Date, the
Trustee will send by telegram, telex, facsimile transmission, hand delivery or
letter (first class, postage prepaid) to the Holder of this Note a notice (the
"Reset Notice") indicating (I) that the Company has elected to reset the
interest rate, the Spread, if any, and/or the Spread Multiplier, (ii) such new
interest rate, the Spread, if any, and/or the Spread Multiplier, and (iii) the
provisions, if any, for redemption during the period from such Optional Reset
Date, to the Stated Maturity of this Note (each such period a "Subsequent
Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
such Subsequent Interest Period.

     Notwithstanding the foregoing, not later than 20 calendar days prior to an
Optional Reset Date, the Company may, at its option, revoke the interest rate,
the Spread, if any, and/or the Spread Multiplier, provided for in the Reset
Notice and establish a higher interest rate, the Spread, if any, and/or the
Spread Multiplier, for the Subsequent Interest Period commencing on such
Optional Reset Date by causing the Trustee to send by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
such higher interest rate to the Holder of this Note. Such notice will be
irrevocable. All Notes with respect to which the interest rate, the Spread, if
any, and/or the Spread Multiplier, is reset on an Optional Reset Date to a
higher interest rate, the Spread, if any, and/or the Spread Multiplier, will
bear such higher interest rate, the Spread, if any, and/or the Spread
Multiplier, whether or not tendered for repayment as provided in the next
paragraph.

     If the Company elects prior to an Optional Reset Date to reset the interest
rate, the Spread, if any, and/or the Spread Multiplier, of this Note, the Holder
of this Note will have the option to elect repayment of this Note, in whole but
not in part, by the Company on such Optional Reset Date at a price equal to the
principal amount hereof plus accrued and unpaid interest to but excluding such
Optional Reset Date. In order for this Note to be so repaid on an Optional Reset
Date, the Holder must follow the procedures specified under Section 4 for
optional repayment, except that the period for deliver of this Note or
notification to the Trustee will be at least 25 but not more than 35 calendar
days prior to such Optional Reset Date. If the Holder has tendered his Note for
repayment following receipt of a Reset Notice, the Holder may revoke such tender
for repayment by written notice to the Trustee received prior to the close of
business, on the tenth calendar day prior to such Optional Reset Date.

     SECTION 6. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity of this Note may be extended at the option of the
Company for one or more periods of one or more years, as specified on the face
hereof (each an "Extension Period"), up to but not beyond the date (the "Final
Maturity") specified on the face hereof. The Company may exercise such option
with respect to this Note by notifying the Trustee of such exercise at least 45
but not more than 60 calendar days prior to the Stated Maturity of this Note in
effect prior to the exercise of such option (the "Original Maturity") or, if the
Maturity of this Note has already been extended, prior to the Maturity then in
effect (an "Extended Maturity"). If the Company so notifies the Trustee of such
exercise, the Trustee will send, not later than 40 calendar days prior to the
Original Maturity or an Extended Maturity (each a "Maturity Date"), by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) to the Holder of this Note a notice (the "Extension Notice") relating
to such Extension Period indicating (i) that the Company has elected to extend
the Original Maturity or Extended Maturity, as applicable, of this Note, (ii)
the new Maturity Date, (iii) the interest rate, the Spread and/or Spread
Multiplier applicable to such Extension Period and (iv) the provisions, if any,
for redemption during such Extension Period, including the date or dates on
which or the period or periods during which and the price or prices at which
such redemption may occur during such Extension Period. Upon the Trustee's
sending of the Extension Notice, the Maturity Date of this Note will be extended
automatically and, except as modified by the Extension Notice and as described
in the next two paragraphs, this Note will have the same terms as prior to the
sending of such Extension Notice.

     Notwithstanding the foregoing, not later than 20 calendar days prior to the
Maturity Date of this Note which was in effect prior to the mailing of an
Extension Notice, the Company may, at its option, revoke the interest rate, the
Spread, if any, and/or the Spread Multiplier, provided for in the Extension Note
and establish a higher interest rate, the Spread, if any, and/or the Spread
Multiplier, for the Extension Period by causing the Trustee to send by telegram,
telex, facsimile transmission, hand delivery or letter (first class, postage
prepaid) notice of such higher interest rate, the Spread, if any, and/or the
Spread Multiplier, to the Holder of this Note. Such notice will be irrevocable.
All Notes with respect to which the Maturity Date is extended will bear such
higher interest rate, the Spread, if any, and/or the Spread Multiplier, for the
Extension Period, whether or not tendered for repayment as provided in the next
paragraph.

     If the Company extends the Maturity Date of this Note, the Holder will have
the option to elect repayment of this Note, in whole but not in part by the
Company on the Maturity Date in effect prior to the mailing of the Extension
Notice at a price equal to the principal amount hereof, plus accrued and unpaid
interest to but excluding such date. In order for this Note to be so repaid on
the Maturity Date in effect prior to the mailing of the Extension Notice, the
Holder of this Note must follow the procedures specified under Section 4 for
optional repayment, except that the period for delivery of this Note or
notification to the Trustee will be at least 25 but not more than 35 calendar
days prior to the Maturity Date in effect prior to the mailing of the Extension
Notice. If the Holder has tendered this Note for repayment following receipt of
an Extension Notice, the Holder may revoke such tender for repayment by written
notice to the Trustee received prior to 5:00 p.m., New York City time, on the
tenth calendar day prior to the Maturity Date in effect prior to the mailing of
the Extension Notice.

     SECTION 7. Sinking Fund. This Note is not subject to a sinking fund unless
otherwise specified on the face hereof.

                                       10

<PAGE>


     SECTION 8. Original Issue Discount Notes. Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note as specified on
the face hereof, the amount payable in the event the principal amount hereof is
declared to be due and payable immediately by reason of an Event of Default or
in the event of redemption or repayment hereof prior to the Stated Maturity
hereof, in lieu of the principal amount due at the Stated Maturity hereof, will
be the Amortized Face Amount of this Note as of the date of declaration,
redemption or repayment, as the case may be. The "Amortized Face Amount" of this
Note will be the amount equal to (a) the principal amount of this Note
multiplied by the Issue Price specified on the face hereof plus (b) the portion
of the difference between the dollar amount determined pursuant to the preceding
clause (a) and the principal amount hereof that has accreted at the Yield to
Maturity specified on the face hereof (computed in accordance with generally
accepted United States bond yield computation principles) to such date of
declaration, redemption or repayment but in no event will the Amortized Face
Amount of this Note exceed its principal amount.

     SECTION 9. Events of Default. If any Event of Default with respect to Notes
of this series shall occur and be continuing, the principal of the Notes of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture; provided, however, that notwithstanding anything
herein to the contrary, if this Note is an Original Issue Discount Note, the
amount so declared to be due and payable will be the Amortized Face Amount of
this Note as of the date of such declaration as specified under Section 8.

     SECTION 10. Modification or Waiver; Obligation of the Company Absolute. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than 66K% in principal amount of the Outstanding Securities
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all Securities of such
series, to waive, with respect to the Securities of such series, 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 will 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 will alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on this Note at the times, places and rates, herein prescribed.

     SECTION 11. Discharge, Legal Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Note and (b) certain restrictive covenants
and the related Events of Default upon compliance by the Company with certain
conditions specified therein, which provisions apply to this Note.

     SECTION 12. Authorized Denominations. Unless otherwise specified on the
face hereof, the Notes of this series are issuable only in global or
certificated registered form, without coupons, in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, Notes of this series are exchangeable for Notes
of this series of like aggregate principal amount and like Stated Maturity and
with like terms and conditions of a different authorized denomination, as
requested by the Holder surrendering the same.

     SECTION 13. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein specified and to the limitations
described below, if applicable, the transfer of this Note is registerable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for that purpose duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar (which will initially be the Trustee at
its Corporate Trust Office located in The City of Chicago, Illinois or the
Borough of Manhattan, The City of New York) duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes
of this series with like terms and conditions, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     If this Note is a Book-Entry Note as specified on the face hereof, this
Note is exchangeable for certificated Notes only upon the terms and conditions
provided in the Ninth Supplemental Indenture dated as of October 30, 2001.
Except as provided in the Indenture, owners of beneficial interests in this
Book-Entry Note will not be entitled to receive physical delivery of Notes in
certificated registered form and will not be considered the Holders thereof for
any purpose under the Indenture.

     No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     SECTION 14. Owners. Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue and notwithstanding
any notation of ownership or other writing hereon, and none of the Company, the
Trustee or any such agent will be affected by notice to the contrary.

     SECTION 15. Governing Law. The Indenture and the Notes will be governed by
and construed in accordance with the laws of the State of Illinois.

     SECTION 16. Defined Terms. All terms used in this Note which are defined in
the Indenture will have the meanings assigned to them in the Indenture unless
otherwise defined in the Ninth Supplemental Indenture dated as of October 30,
2001 or herein; and all references in the Indenture to "Security" or
"Securities" will be deemed to include the Notes.

                                       11

<PAGE>

                            OPTION TO ELECT REPAYMENT

                       [to be completed only if this Note
                    is repayable at the option of the Holder
                 and the Holder elects to exercise such rights]


     The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at the applicable Optional Repayment Price indicated on the face
hereof, plus accrued and unpaid interest to but excluding the date of repayment,
pursuant to Section 4 of this Note:

Date:
      -------------------------               ---------------------------
                                              Signature
                                              Sign exactly as name appears on
                                              the front of this Note.

                                              Indicate address where check is
                                              to be sent, if repaid:

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

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

                                              SOCIAL SECURITY OR OTHER TAXPAYER
                                              ID NUMBER

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

                                       12

<PAGE>


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, will 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
                           ====================================================
                             (Cust)                                   (Minor)
                                    Under Uniform Gifts to Minors Act
                           ====================================================
                                                 (State)

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

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE **



-------------------------------------------------------------------------------
  PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.

Dated: ___________________       ______________________________________________
                                   Signature
                                   Sign exactly as name appears on the front of
                                   this Note [SIGNATURE MUST BE GUARANTEED by a
                                   commercial bank, a trust company or by a
                                   member of the New York Stock Exchange]



NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
          THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN
          INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
          ENLARGEMENT OR ANY CHANGE WHATEVER.


                                       13