UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO WORLDCOM, INC. (THE
"COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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.

THIS CERTIFICATE IS ONE OF THE GLOBAL SECURITIES REFERRED TO IN THE INDENTURE
DESCRIBED HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY 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 NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY
SUCCESSOR DEPOSITARY.

                                 WORLDCOM, INC.
                               8.25% Note Due 2031
Principal Amount                                                        No. R-__
$_______________                                               CUSIP 98157D AK 2
                                                          ISIN No.: US98157DAK28

      WORLDCOM, INC., a corporation duly organized and existing under the laws
of the State of Georgia (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _____________ MILLION DOLLARS on May 15, 2031 (the "Stated
Maturity"), and to pay interest thereon from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid, from May 16, 2001, payable semiannually in arrears on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing on
November 15, 2001, and at Maturity, at the rate of 8.25% per annum, until the
principal hereof is paid or duly provided for. Each payment of interest in
respect of an Interest Payment Date shall include interest accrued through the
day prior to such Interest Payment Date. The interest so payable, and paid or
duly provided for, on any Interest Payment Date shall, 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 Regular
Record Date for such interest, which shall be the May 1 or November 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency of the Company maintained for such purpose in The
City of New York, New York. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

      Except as otherwise provided in the Indenture, any such interest not so
paid or duly provided for shall forthwith cease to be payable to the Holder on
the related Regular 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 for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes (as defined below) not less than 10 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 the Indenture.
<PAGE>

      If any Interest Payment Date, any Redemption Date, the Stated Maturity or
the Maturity shall not be a Business Day (as hereinafter defined), payment of
the amount due on this Note on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, such Redemption Date, the Stated Maturity, or the
Maturity, as the case may be, to such Business Day.

      Payment of the principal of (and premium, if any) and interest on this
Note at Maturity shall be made upon presentation hereof at the office or agency
of the Company, one of which will be maintained in Pittsburgh, Pennsylvania
(which initially will be the Corporate Trust Office of Chase Manhattan Trust
Company, National Association in Pittsburgh, Pennsylvania) or at such other
office or agency permitted under the Indenture, including the office or agency
of the Company maintained for such purpose in the City of New York, New York.
Payment of the principal of (and premium, if any) and interest on this Note
shall be payable in immediately available funds; provided however, that payment
of interest may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. Payment of the principal of (and premium, if any) and
interest, if any, on this Note, as aforesaid, shall be made in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts. Interest payable on
any Interest Payment Date will be paid to DTC with respect to the portion of
this Note held for its account by Cede & Co. or a successor depositary, as the
case may be, for the purpose of permitting such party to credit the interest
received by it in respect of this Note to the accounts of the beneficial owners
hereof.

      This Note is one of a duly authorized issue of unsecured senior debt
securities of the Company known as the Company's 8.25% Notes Due 2031, initially
in the aggregate principal amount of $4,600,000,000 (herein called the "Notes"
or the "Securities"), issued under an Indenture dated as of May 15, 2000 (such
Indenture as originally executed and delivered and as hereafter supplemented or
amended, together with the Board Resolution setting forth certain terms of the
Notes adopted on May 9, 2001 and delivered to the Trustee by the Company
pursuant to Section 301 of such Indenture, being herein called the "Indenture")
from the Company to Chase Manhattan Trust Company, National Association, as
trustee (herein called the "Trustee," which term includes any other successor
trustees under the Indenture), to which Indenture, all indentures supplemental
thereto and all Board Resolutions relating 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 Notes are, and are to be, authenticated and
delivered. The acceptance of this Note shall be deemed to constitute the consent
and agreement of the Holder hereof to all of the terms and provisions of the
Indenture. All capitalized terms used in this Note which are not defined herein
shall have the meaning assigned to them in the Indenture.

      This Note shall be redeemable, in whole or in part, at the option of the
Company, at any time or from time to time, at a Redemption Price equal to the
greater of (i) 100% of the principal amount to be redeemed and (ii) the sum of
the present values of the Remaining Scheduled Payments discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at the Treasury Rate plus 35 basis points, plus in the case of each of (i) and
(ii) accrued interest thereon to the Redemption Date which has not been paid.
Notice of redemption shall be given by mail to Holders of the Notes and, so long
as the Notes are listed on the Luxembourg Stock Exchange, published in a daily
newspaper of general circulation in Luxembourg, not less than 30 days nor more
than 60 days prior to the Redemption Date, all as provided in the Indenture. As
provided in the Indenture, on or prior to the Redemption Date, the


                                       2
<PAGE>

Company shall deposit with the Trustee or with a Paying Agent an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, the Notes to be redeemed
on such date. In the event of redemption of this Note in part only, a new Note
or Notes, of like tenor, for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof, all as provided in the
Indenture. On and after the Redemption Date, interest will cease to accrue on
this Note (or any portion thereof) if so called for redemption, unless the
Company defaults in the payment of the Redemption Price and accrued interest.

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

      The Notes do not have the benefit of any sinking fund obligations.

      The Company's obligations under this Note and under the covenants provided
in the Indenture are subject to defeasance and discharge as provided in the
Indenture.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, which 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 by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

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


                                       3
<PAGE>

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

                                           WORLDCOM, INC.
Attested:
                                           By:__________________________________
________________________                   President and Chief Executive Officer
          Secretary

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

Dated: May 16, 2001                        CHASE MANHATTAN TRUST COMPANY,
                                           NATIONAL ASSOCIATION,  as Trustee

                                           By:__________________________________
                                           Authorized Representative


                                       4
<PAGE>

                                 Reverse of Note
                                 WorldCom, Inc.
                               8.25% Note Due 2031

      "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.

      "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of four Reference U.S Treasury Dealer Quotations for that
Redemption Date, after excluding the highest and lowest of such Reference U.S.
Treasury Dealer Quotations; or (ii) if the Trustee obtains fewer than four
Reference U.S. Treasury Dealer Quotations, the average of all quotations
obtained by the Trustee.

      "Independent Investment Banker" means one of the Reference U.S. Treasury
Dealers, to be appointed by the Company.

      "Reference U.S. Treasury Dealer" means each of J.P. Morgan Securities Inc.
and Salomon Smith Barney Inc., and two other treasury dealers selected by the
Company, and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
nationally recognized investment banking firm that is a Primary Treasury Dealer.

      "Reference U.S. Treasury Dealer Quotations" means, with respect to each
Reference U.S. Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference U.S. Treasury Dealer at 3:30
p.m., New York City time on the third Business Day preceding such Redemption
Date.

      "Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related Redemption Date but for such
redemption; provided, however, that, if such Redemption Date is not an Interest
Payment Date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such Redemption Date.

      "Treasury Rate" means, with respect to any Redemption Date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue, provided that if no maturity is within three
months before or after the maturity date for the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate will be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month; or
(ii) if that release, or any successor release, is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the


                                       5
<PAGE>

Comparable Treasury Price for that Redemption Date. The Treasury Rate will be
calculated on the third Business Day preceeding the Redemption Date.

      Payment of Additional Amounts. The Company will, subject to certain
exceptions and limitations set forth below, pay such Additional Amounts to the
beneficial owner of this Note who is a Non-U.S. Holder (as defined below) as may
be necessary in order that every net payment of principal of and interest on
such Note and any other amounts payable on such Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided for in this Note to be then due and payable. The
Company will not, however, be required to make any such payment of Additional
Amounts to any beneficial owner for or on account of:

            (a) any such tax, assessment or other governmental charge that would
      not have been so imposed or withheld but for the existence of any present
      or former connection between such beneficial owner (or between a
      fiduciary, settlor, beneficiary, member or shareholder of such beneficial
      owner, if such beneficial owner is an estate, a trust, a partnership or a
      corporation) and the United States and its possessions, including, without
      limitation, such beneficial owner (or such fiduciary, settlor,
      beneficiary, member or shareholder) being or having been a citizen or
      resident thereof or being or having been engaged in a trade or business or
      present therein or having, or having had, a permanent establishment
      therein;

            (b) any estate, inheritance, gift, sales, transfer or personal
      property tax or any similar tax, assessment or governmental charge;

            (c) any tax, assessment or other governmental charge imposed or
      withheld by reason of such beneficial owner's past or present status as a
      personal holding company or foreign personal holding company or controlled
      foreign corporation or passive foreign investment company with respect to
      the United States or as a corporation that accumulates earnings to avoid
      United States federal income tax;

            (d) any tax, assessment or other governmental charge that is payable
      otherwise than by withholding from payments on or in respect of this Note;

            (e) any tax, assessment or other governmental charge that would not
      have been imposed or withheld but for the failure to comply with
      certification, information or other reporting requirements concerning the
      nationality, residence or identity of the beneficial owner of this Note,
      if such compliance is required by statute or by regulation of the United
      States or of any political subdivision or taxing authority thereof or
      therein or by an applicable income tax treaty to which the United States
      is a party as a precondition to relief or exemption from such tax,
      assessment or other governmental charge;

            (f) any tax, assessment or other governmental charge imposed or
      withheld by reason of such beneficial owner's past or present status as
      the actual or constructive owner of 10% or more of the total combined
      voting power of all classes of the Company's stock entitled to vote or as
      a controlled foreign corporation that is related directly or indirectly to
      the Company through stock ownership;

            (g) to the extent applicable, any tax, assessment or governmental
      charge that is imposed or withheld solely because of a change in law,
      regulation, or administrative or judicial interpretation that becomes
      effective more than 15 days after the payment becomes due or is duly
      provided for, whichever occurs later;


                                       6
<PAGE>

            (h) any tax, assessment or governmental charge any Paying Agent must
      withhold from any payment of principal of or interest on any note, if such
      payment can be made without such withholding by any other Paying Agent; or

            (i) any combination of clauses (a) through (h) above.

      Such Additional Amounts shall also not be paid with respect to any payment
on this Note to a Non-U.S. Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
such beneficiary, settlor, member or beneficial owner, as the case may be, held
its interest in this Note directly.

      The term "Non-U.S. Holder" means any person that is, for United States
federal income tax purposes, (i) an individual that is not a citizen or resident
of the U.S., (ii) a corporation organized or created under non-U.S. law, (iii)
an estate or trust that is not subject to U.S. federal income tax on its
worldwide income, or (iv) a foreign partnership to the extent that one or more
of its members is a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.

      The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable. Except as
specifically provided herein the Company does not have to make any payment with
respect to any tax, assessment or governmental charge imposed by any government
or a political subdivision or taxing authority.

      Tax Redemption. This Note may be redeemed as a whole, at the Company's
option at any time prior to maturity, upon the giving of a notice of redemption
as described below, if (a) the Company determines that, as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which change
or amendment becomes effective on or after May 9, 2001, the Company has or will
become obligated to pay Additional Amounts as described in the preceding Section
entitled "Payment of Additional Amounts" or (b) a taxing authority of the United
States takes an action on or after May 9, 2001 whether or not with respect to
the Company or any of its Affiliates (as defined in the Indenture) that results
in a substantial probability that the Company will or may be required to pay
such Additional Amounts, in either case, with respect to this Note for reasons
outside its control and after taking reasonable measures to avoid such
obligation. The Notes will be redeemed at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the date fixed
for redemption. Prior to the giving of any notice of redemption pursuant to this
paragraph, the Company will deliver to the Trustee:

            (a) an Officer's Certificate (as defined in the Indenture) stating
      that the Company is entitled to effect such redemption and setting forth a
      statement of facts showing that the conditions precedent to its right to
      so redeem have occurred, and

            (b) an Opinion of Counsel (as defined in the Indenture) who is
      independent satisfactory to the Trustee to the effect that the Company has
      or will become obligated or there is a substantial probability that the
      Company will or may be required to pay such Additional Amounts for the
      reasons described above;

      provided that no such notice of redemption pursuant to this paragraph
      entitled "Tax Redemption" shall be given earlier than 60 days prior to the
      earliest date on which the


                                       7
<PAGE>

      Company would be obligated to pay such Additional Amounts if a payment in
      respect of the Note were then due.

      Notice of redemption pursuant to the preceding paragraph entitled "Tax
Redemption" will be given not less than 30 nor more than 60 days prior to the
date fixed for redemption, which date and the applicable redemption price will
be specified in the notice.

      The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Securities, in any such case, with the consent of the Holders of not
less than majority in aggregate principal amount of all Outstanding Securities
affected by such supplemental indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each of the
Outstanding Securities affected thereby, affect certain rights of such Holders
as more fully described in the Indenture.

      The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities affected thereby, to waive certain past defaults
of the Company under the Indenture and their consequences. In addition, without
the consent of any Holder of a Security, the Indenture and the Securities may be
amended and supplemented to cure any defect, ambiguity or inconsistency, make
other changes which will not adversely affect in any material respect the rights
of the Holders or certain other matters specified in the Indenture. 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.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee, or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25 percent in principal amount of the Notes
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the Redemption Date).

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

      The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000, and in book-entry
form. The Notes may be represented by one or more global Notes deposited with
DTC and registered in the name of the nominee of DTC, with certain limited
exceptions. So long as DTC or any successor depository or its nominee is the
registered Holder of a global Note, DTC, such depository or such nominee, as the


                                       8
<PAGE>

case may be, will be considered to be the sole Holder of the Notes for all
purposes of the Indenture. Except as provided below, an owner of a beneficial
interest in a global Note will not be entitled to have Notes represented by such
global Note registered in such owner's name, will not receive or be entitled to
receive physical delivery of the Notes in certificated form and will not be
considered the owner or Holder thereof under the Indenture. Each person owning a
beneficial interest in a global Note must rely on DTC's procedures and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. If the Company requests any action of Holders or if an owner of a
beneficial interest in a global Note desires to take any action that a Holder is
entitled to take under the Indenture, DTC will authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.

      If at any time DTC notifies the Company that it is unwilling or unable to
continue as depository for the global Note or Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Note or Notes. If (x)
a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the Notes represented by such global Note or Notes advise
DTC to cease acting as depository for such global Note or Notes or (z) the
Company, in its sole discretion, determines at any time that all Outstanding
Notes (but not less than all) issued or issuable in the form of one or more
global Notes shall no longer be represented by such global Notes, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Notes of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such global Note or
Notes. If any beneficial owner of an interest in a permanent global Note is
otherwise entitled to exchange such interest for Notes of such series and of
like tenor and principal amount of another authorized form and denomination, as
contemplated by the Indenture and provided that any applicable notice provided
in the permanent global Note shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note. On or after the earliest date on which such interests may be so
exchanged, such permanent global Note shall be surrendered for exchange by DTC
or such other depository as the Company shall specify to the Trustee; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Notes to be redeemed and
ending on the relevant Redemption Date if the Note for which exchange is
requested may be among those selected for redemption.

      Initially, the Trustee will be the Security Registrar and Paying Agent for
this Note and Kredietbank S.A. Luxembourgeoise will be the Luxembourg Paying
Agent and Transfer Agent. The Company reserves the rights at any time to remove
any Paying Agent, Transfer Agent or Security Registrar without notice, to
appoint additional or other Paying Agents, other Transfer Agents and other
Security Registrars without notice and to approve any change in the office
through which any Paying Agent, Transfer Agent or Security Registrar acts;
provided, however, that as long as the Notes are listed on the Luxembourg Stock
Exchange, the Company will maintain a Paying Agent and Transfer Agent in
Luxembourg, and any change in the Luxembourg Paying Agent and Transfer Agent
will be published in Luxembourg. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for


                                       9
<PAGE>

any aspect of the records relating to or payments made on account of beneficial
ownership interests in this Note in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.

      THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

      As used herein, "Business Day," means each day other than a Saturday,
Sunday or a day on which commercial banking institutions are authorized or
required by law to close in New York City.

      The Company may cause CUSIP or ISIN numbers to be printed on the Notes as
a convenience to Holders of Notes. No representation is made as to the accuracy
of such numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed thereon.

      This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory until the Trustee or authenticating agent signs the
certificate of authenticity on the Notes.

      No recourse shall be had for the payment of the principal of (or premium,
if any) or interest, if any, or Additional Amounts, if any, on this Note, or any
part hereof, or for any claim based hereon or otherwise in respect hereof, or of
the indebtedness represented hereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, officer or
director, as such, past, present or future, of (i) the Company or (ii) any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all of the Notes are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Notes.


                                       10