<PAGE>

                                                                     EXHIBIT 4.2

THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR
NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT RULES.

                                                                    CUSIP:
REGISTERED                                                          REGISTERED
No. FLR                                                             $

                       THE BANK OF NEW YORK COMPANY, INC.
                       [SENIOR MEDIUM-TERM NOTE SERIES E]
                 [SENIOR SUBORDINATED MEDIUM-TERM NOTE SERIES F]
                                 (Floating Rate)

BASE RATE:       ORIGINAL ISSUE      STATED MATURITY DATE:   ISSUE PRICE:
                 DATE:               DATE:

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

<PAGE>

INDEX MATURITY:  INITIAL             INTEREST PERIOD:        INTEREST PAYMENT
                 INTEREST RATE:                              DATES:

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

SPREAD:          INITIAL INTEREST    INTEREST RESET          CALCULATION
                 RESET DATE:         DATES:                  AGENT:

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

SPREAD           REDEMPTION          MAXIMUM INTEREST        MINIMUM INTEREST
MULTIPLIER:      COMMENCEMENT        RATE:                   RATE:
                 DATE:

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

TAX              INITIAL             FIXED RATE              FIXED INTEREST
REDEMPTION:      REDEMPTION          COMMENCEMENT            RATE:
                 PERCENTAGE:         DATE:

Yes
No
-------------    ----------------    ---------------------   ------------------

HOLDER'S         INDEX               ORIGINAL YIELD          DESIGNATED LIBOR
OPTIONAL         MATURITY:           TO MATURITY:            PAGE:
REPAYMENT
DATE(S):

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

INITIAL SHORT    TOTAL AMOUNT        DESIGNATED CMT          DESIGNATED CMT
ACCRUAL PERIOD   OF OID:             MATURITY INDEX:         TELERATE PAGE:
OID:

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

OTHER
PROVISIONS:

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

INTEREST CALCULATION:
[  ]  REGULAR FLOATING RATE NOTE
[  ]  FLOATING RATE/FIXED RATE NOTE
[  ]  INVERSE FLOATING RATE NOTE

<PAGE>

[  ]  IF BOX IS CHECKED, THIS NOTE IS AN AMORTIZING NOTE AND INFORMATION
      REGARDING AMORTIZING PAYMENT DATES AND AMORTIZING PAYMENT AMOUNTS IS
      PROVIDED IN AN ADDENDUM.

[  ]  IF BOX IS CHECKED, THIS NOTE IS A RENEWABLE NOTE OR AN EXTENDIBLE NOTE AND
      INFORMATION REGARDING RENEWAL DATE, NEW MATURITY DATE, FINAL MATURITY DATE
      AND EXTENSION PERIOD, AS APPLICABLE, AND ANY OTHER APPROPRIATE TERMS, IS
      PROVIDED IN AN ADDENDUM.

     The Bank of New York Company, Inc., a New York corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of__________________________________ on
the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at a rate
per annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date or Fixed Rate Commencement Date specified above, if any, and
thereafter at a rate determined in accordance with the provisions set forth
below, depending upon the Base Rate specified above, until the principal hereof
is paid or duly made available for payment. The Company will pay interest on the
Interest Payment Dates specified above, commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on the
Stated Maturity Date (or any Redemption Date as defined below or any Holder's
Optional Repayment Date specified above, if any, with respect to which such
option has been exercised, each such Stated Maturity Date, Redemption Date and
Holder's Optional Repayment Date being hereinafter referred to as a "Maturity
Date" with respect to the principal repayable on such date); provided, however,
that if the Original Issue Date occurs between a Regular Record Date, as defined
below, and the next succeeding Interest Payment Date or on an Interest Payment
Date, interest payments will commence on the second Interest Payment Date next
succeeding the Original Issue Date, to the registered Holder of this Note on the
Regular Record Date with respect to such second Interest Payment Date; and
provided, further, that if an Interest Payment Date (other than an Interest
Payment Date that occurs on any Maturity Date) would fall on a day that is not a
Business Day, as defined below, such Interest Payment Date shall be the next day
that is a Business Day, except in the case that the Base Rate is LIBOR, if such
next Business Day falls in the next succeeding calendar month, such Interest
Payment Date will be the next preceding day that is a Business Day. If any
Maturity Date of this Note should fall on a day that is not a Business Day, the
payment of interest, principal or premium, if any, due on such date shall be
made on the next day that is a Business Day and no

<PAGE>

additional interest on such amounts shall accrue from and after such Maturity
Date. Interest payable on this Note on any Interest Payment Date will include
interest accrued from the Original Issue Date, or the most recent date for which
interest has been paid or duly provided for, to, but excluding, such Interest
Payment Date or the Maturity Date, as the case may be; provided however that in
the case of Notes that reset daily or weekly, interest payments on each Interest
Payment Date will be the amount of interest accrued from but excluding the
Regular Record Date through which interest has been paid or duly provided for
(or from and including the Original Issue Date if no interest has been paid or
duly provided for) to and including the Regular Record Date next preceding the
applicable Interest Payment Date, except that the interest payment due on the
Maturity Date will include interest accrued to but excluding such date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions, be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the date 15 calendar days prior to an Interest Payment Date (whether
or not a Business Day) (the "Regular Record Date"); provided, however, that
interest payable at Maturity will be payable to the Person to whom the principal
hereof shall be payable. 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 (referred to below), notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.

     Payment of the principal of, premium, if any, and interest due on this Note
will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest on any Interest Payment Date other than the
Maturity Date 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. A Holder of not less than $10,000,000 aggregate principal
amount of the Notes having the same Interest Payment Dates may by written notice
to the Paying and Authenticating Agent (referred to below) at its principal
corporate trust office in The City of New York (or at such other address as the
Company shall give notice in writing) on or before the Regular Record Date
preceding an Interest Payment Date, arrange to have the interest payable on all

<PAGE>

Notes held by such Holder on such Interest Payment Date, and all subsequent
Interest Payment Dates until written notice to the contrary is given to the
Paying and Authenticating Agent, made by wire transfer of immediately available
funds to a designated account maintained at a bank in The City of New York (or
other bank consented to by the Company) as the Holder of such Notes shall have
designated; provided that such bank has appropriate facilities therefor.

     [Insert for Senior Subordinated Medium Term-Note Series F] This Note is one
of a duly authorized issue of securities of the Company (hereinafter called the
"Securities") issued and to be issued in one or more series under an Indenture
dated as of October 1, 1993 (herein called the "Indenture") between the Company
and J.P. Morgan Trust Company, as Successor 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, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Senior Subordinated Medium-Term
Notes Series F (the "Notes") and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The Notes are limited in aggregate principal
amount to $1,000,000,000. The Bank of New York, acting through its corporate
trust offices in The City of New York is the initial paying agent for the
payment of interest and principal of the Notes (the "Paying Agent"); and The
Bank of New York is the authenticating agent for the Notes (the "Paying and
Authenticating Agent"). The Notes may bear different Original Issue Dates,
mature at different times, bear interest at different rates and vary in such
other ways as are provided in the Indenture.

     [Insert for Senior Medium Term Notes Series E] This Note is one of a duly
authorized series of securities of the Company (hereinafter called the
"Securities") issued and to be issued in one or more series under an Indenture
dated as of July 18, 1991 (herein called the "Indenture") between the Company
and Deutsche Bank Trust Company Americas, 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, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Senior Medium-Term Notes Series
E (the "Notes") and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes are limited in aggregate principal amount
to $1,000,000,000. The Bank of New York, acting through its corporate trust
offices in The City of New York is the initial paying agent for the payment of
interest and principal of the Senior Medium-Term Notes (the "Paying Agent"); and
The Bank of New York is the authenticating agent for

<PAGE>

the Notes (the "Paying and Authenticating Agent"). The Notes may bear different
Original Issue Dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the Indenture.

     This Note is not subject to any sinking fund.

     This Note may be subject to repayment at the option of the Holder on the
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date, this Note shall be repayable in whole or in
part in increments of [$1,000] [Insert other minimum denomination] (provided
that any remaining principal hereof shall be at least [$1,000] [Insert such
other minimum denomination] ) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the Paying
and Authenticating Agent at the principal corporate trust office of The Bank of
New York in The City of New York or such other address which the Company shall
from time to time notify the Holders of the Notes, not less than 30 nor more
than 60 days prior to a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.

     This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"). If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Stated Maturity Date. On and
after the Initial Redemption Date, if any, this Note may be redeemed at any time
in whole or from time to time in part in increments of [$1,000] [Insert other
minimum denomination] (provided that any remaining principal hereof shall be at
least [$1,000] [Insert such other minimum denomination]) at the option of the
Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given to the Holder
not less than 30 nor more than 60 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.

     Notices to the Holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the Holders'
addresses listed in the register

<PAGE>

maintained by the Registrar not less than 30 nor more than 60 days prior to the
Redemption Date.

     If this Note is redeemable at the option of the Company, the "Redemption
Price" shall initially be the Initial Redemption Percentage specified above of
the principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.

     Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
from the Original Issue Date or from but excluding the last date for which
interest shall have been paid, as the case may be, to the date for which accrued
interest is being calculated. The interest factor for each such day shall be
computed by dividing the interest rate applicable to such day by 360 or, in the
case of Notes having the Treasury Rate or CMT Rate as their Base Rate, by the
actual number of days in the year.

     Except as described below, this Note will bear interest at the rate
determined by reference to the Base Rate specified above (i) plus or minus the
Spread, if any, specified above and/or (ii) multiplied by the Spread Multiplier,
if any, specified above. The interest rate in effect on each day shall be (a) if
such day is an Interest Reset Date specified above, the interest rate with
respect to the Interest Determination Date (as defined below) pertaining to such
Interest Rate Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to the
next preceding Interest Reset Date, subject to the Maximum or Minimum Interest
Rate specified above, if any, provided that the interest rate in effect from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate; provided further that the Notes will not reset after the Fixed
Rate Commencement Date, if any. If any Interest Reset Date would otherwise be a
day that is not a Business Day, such Interest Reset Date shall be postponed to
the next day that is a Business Day, except that if the Base Rate specified
above is LIBOR, if such Business Day is in the next succeeding calendar month,
such Interest Rate Reset Date shall be the immediately preceding Business Day.
If a treasury bill auction will be held on a day that would otherwise be an
Interest Reset Date with respect to the Treasury Rate, then such Interest Reset
Date shall be the Business Day following such auction date.

     The Interest Determination Date with respect to the Federal Funds Rate and
the Prime Rate will be the Business Day preceding

<PAGE>

the Interest Reset Date. The Interest Determination Date with respect to the
Certificate of Deposit Rate (the "CD Rate"), the Commercial Paper Rate, and the
CMT Rate will be the second Business Day preceding the Interest Reset Date. The
Interest Determination Date with respect to LIBOR shall be the second London
Banking Day (as defined below) preceding an Interest Reset Date. The Interest
Determination Date with respect to the Eleventh District Cost of Funds Rate
shall be the last Business Day of the month immediately preceding the applicable
Interest Reset Date in which the Federal Home Loan Bank of San Francisco
publishes the Index (as hereinafter defined). The Interest Determination Date
with respect to the Treasury Rate shall be the day of the week in which such
Interest Rate Reset Date falls on which Treasury bills of the Index Maturity
specified above normally would be auctioned; provided, however, that if as a
result of a legal holiday an auction is held on the Friday of the week preceding
the Interest Rate Reset Date, the related Interest Determination Date shall be
such preceding Friday. The Interest Determination Date with respect to a Note
the interest rate of which is determined by two or more Interest Rate Bases
shall be the second Business Day next preceding the applicable Interest Reset
Date on which each Base Rate is determinable. Each Base Rate shall be determined
as of such date, and the applicable interest rate will take effect on the
applicable Interest Reset Date.

     The "Calculation Date" pertaining to any Interest Determination Date shall
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day and
(ii) the Business Day preceding the applicable Interest Payment Date or the date
of Maturity, as the case may be.

     All percentages resulting from any calculation on the Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the Notes will be
rounded to the nearest cent (with one-half cent being rounded upward).

     As used herein, "Business Day" means (i) any day other than a Saturday,
Sunday, legal holiday or other day on which banking institutions in The City of
New York are authorized or required by law, regulation or executive order to
close; provided that in the case where the Base Rate is LIBOR, such day is also
a London Banking Day. "London Banking Day" means a day on which dealings in the
applicable LIBOR currency are transacted in the London interbank market. For
notes having a specified currency other than U.S. dollars only (other than Notes
denominated in EUROs), any day that, in the Principal Financial Center (as
defined below)

<PAGE>

of the country of the specified currency, is not a day on which banking
institutions generally are authorized or obligated by law to close; and for
notes denominated in EUROs, a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer System is open.

     The interest rate that will become effective on each subsequent Interest
Reset Date will be determined by the Calculation Agent (calculated with
reference to the Base Rate or Rates and the Spread and/or Spread Multiplier, if
any) as follows (such determination, in the absence of manifest error, to be
binding upon all parties).

Commercial Paper Rate

"Commercial Paper Rate" means:

(1)  the Money Market Yield (as defined below) on the particular Interest
Determination Date of the rate for commercial paper having the Index Maturity
specified in the applicable pricing supplement as published in H.15(519) (as
defined below) under the caption "Commercial Paper-Nonfinancial", or

(2)  if the rate referred to in clause (1) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the Money Market Yield of the
rate on the particular Interest Determination Date for commercial paper having
the particular Index Maturity as published in H.15 Daily Update (as defined
below), or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "Commercial
Paper-Nonfinancial", or

(3)  if the rate referred to in clause (2) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the Money
Market Yield of the arithmetic mean of the offered rates at approximately 11:00
A.M., New York City time, on that Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York (which
may include the Agents or their affiliates) selected by the Calculation Agent
for commercial paper having the particular Index Maturity placed for industrial
issuers whose bond rating is "Aa", or the equivalent, from a nationally
recognized statistical rating organization, or

(4)  if the dealers so selected by the Calculation Agent are not quoting as
mentioned in clause (3), the Commercial Paper Rate in effect on the particular
Interest Determination Date.

"Money Market Yield" means a yield (expressed as a percentage)

<PAGE>

calculated in accordance with the following formula:

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

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

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

"H.15 Daily Update" means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http//federalreserve.gov/releases/h15/update, or any successor site or
publication.

CD Rate

"CD Rate" means:

(1)  the rate on the particular Interest Determination Date for negotiable
United States dollar certificates of deposit having the Index Maturity specified
in the applicable pricing supplement as published in H.15(519) under the caption
"CDs (secondary market)", or

(2)  if the rate referred to in clause (1) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date for negotiable United States dollar certificates of
deposit of the particular Index Maturity as published in H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "CDs (secondary market)", or

(3)  if the rate referred to in clause (2) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on that Interest Determination Date, of three leading nonbank dealers
in negotiable United States dollar certificates of deposit in The City of New
York (which may include the Agents or their affiliates) selected by the
Calculation Agent for negotiable

<PAGE>

United States dollar certificates of deposit of major United States money market
banks for negotiable United States certificates of deposit with a remaining
maturity closest to the particular Index Maturity in an amount that is
representative for a single transaction in that market at that time, or

(4)  if the dealers so selected by the Calculation Agent are not quoting as
mentioned in clause (3), the CD Rate in effect on the particular Interest
Determination Date.

LIBOR

"LIBOR" means:

(1)  if "LIBOR Telerate" is specified in the applicable pricing supplement or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable
pricing supplement as the method for calculating LIBOR, the rate for deposits in
the LIBOR Currency having the Index Maturity specified in the applicable pricing
supplement, commencing on the related Interest Reset Date, that appears on the
LIBOR Page as of 11:00 A.M., London time, on the particular Interest
Determination Date; or

(2)  if "LIBOR Reuters" is specified in the applicable pricing supplement, the
arithmetic mean of the offered rates, calculated by the Calculation Agent, or
the offered rate, if the LIBOR Page by its terms provides only for a single
rate, for deposits in the LIBOR Currency having the particular Index Maturity,
commencing on the related Interest Reset Date, that appear or appears, as the
case may be, on the LIBOR Page as of 11:00 A.M., London time, on the particular
Interest Determination Date, or

(3)  if fewer than two offered rates appear, or no rate appears, as the case may
be, on the particular Interest Determination Date on the LIBOR Page as specified
in clause (1) or (2), as applicable, the rate calculated by the Calculation
Agent of at least two offered quotations obtained by the Calculation Agent after
requesting the principal London offices of each of four major reference banks
(which may include affiliates of the Agents), in the London interbank market to
provide the Calculation Agent with its offered quotation for deposits in the
LIBOR Currency for the period of the particular Index Maturity, commencing on
the related Interest Reset Date, to prime banks in the London interbank market
at approximately 11:00 A.M., London time, on that Interest Determination Date
and in a principal amount that is representative for a single transaction in the
LIBOR Currency in that market at that time, or

(4)  if fewer than two offered quotations referred to in

<PAGE>

clause (3) are provided as requested, the rate calculated by the Calculation
Agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., in
the applicable Principal Financial Center (as defined below), on the particular
Interest Determination Date by three major banks (which may include affiliates
of the Agents), in that Principal Financial Center selected by the Calculation
Agent for loans in the LIBOR Currency to leading European banks, having the
particular Index Maturity and in a principal amount that is representative for a
single transaction in the LIBOR Currency in that market at that time, or

(5)  if the banks so selected by the Calculation Agent are not quoting as
mentioned in clause (4), LIBOR in effect on the particular Interest
Determination Date.

"LIBOR Currency" means the currency specified in the applicable pricing
supplement as to which LIBOR shall be calculated or, if no currency is specified
in the applicable pricing supplement, United States dollars.

"LIBOR Page" means either:
..  if "LIBOR Reuters" is specified in the applicable pricing supplement, the
   display on the Reuter Monitor Money Rates Service (or any successor service)
   on the page specified in the applicable pricing supplement (or any other page
   as may replace that page on that service) for the purpose of displaying the
   London interbank rates of major banks for the LIBOR Currency; or
..  if "LIBOR Telerate" is specified in the applicable pricing supplement or
   neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable
   pricing supplement as the method for calculating LIBOR, the display on
   Moneyline Telerate (or any successor service) on the page specified in the
   applicable pricing supplement (or any other page as may replace such page on
   such service) for the purpose of displaying the London interbank rates of
   major banks for the LIBOR Currency.

"Principal Financial Center" means, as applicable:
..  the capital city of the country issuing the Specified Currency; or
..  the capital city of the country to which the LIBOR Currency relates;

provided, however, that with respect to United States dollars, Australian
dollars, Canadian dollars, South African rand and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, Johannesburg
and Zurich, respectively.

<PAGE>

Federal Funds Rate

"Federal Funds Rate" means:

(1)  the rate on the particular Interest Determination Date for United States
dollar federal funds as published in H.15(519) under the caption "Federal Funds
(Effective)" and displayed on Moneyline Telerate (or any successor service) on
page 120 (or any other page as may replace the specified page on that service)
("Telerate Page 120"), or

(2)  if the rate referred to in clause (1) does not so appear on Telerate Page
120 or is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular Interest Determination Date for
United States dollar federal funds as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "Federal Funds (Effective)", or

(3)  if the rate referred to in clause (2) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of United States dollar
federal funds transactions in The City of New York (which may include the Agents
or their affiliates), selected by the Calculation Agent prior to 9:00 A.M., New
York City time, on that Interest Determination Date, or

(4)  if the brokers so selected by the Calculation Agent are not quoting as
mentioned in clause (3), the Federal Funds Rate in effect on the particular
Interest Determination Date.

Prime Rate

"Prime Rate" means:

(1)  the rate on the particular Interest Determination Date as published in
H.15(519) under the caption "Bank Prime Loan", or

(2)  if the rate referred to in clause (1) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "Bank Prime Loan", or

(3)  if the rate referred to in clause (2) is not so published by

<PAGE>

3:00 P.M., New York City time, on the related Calculation Date, the rate on the
particular Interest Determination Date calculated by the Calculation Agent as
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the
applicable bank's prime rate or base lending rate as of 11:00 A.M., New York
City time, on that Interest Determination Date, or

(4)  if fewer than four rates referred to in clause (3) are so published by 3:00
p.m., New York City time, on the related Calculation Date, the rate on the
particular Interest Determination Date calculated by the Calculation Agent as
the arithmetic mean of the prime rates or base lending rates quoted on the basis
of the actual number of days in the year divided by a 360-day year as of the
close of business on that Interest Determination Date by three major banks
(which may include affiliates of the Agents) in The City of New York selected by
the Calculation Agent, or

(5)  if the banks so selected by the Calculation Agent are not quoting as
mentioned in clause (4), the Prime Rate in effect on the particular Interest
Determination Date.

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

Treasury Rate

"Treasury Rate" means:

(1)  the rate from the auction held on the Treasury Rate Note Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the applicable pricing
supplement under the caption "INVESTMENT RATE" on the display on Moneyline
Telerate (or any successor service) on page 56 (or any other page as may replace
that page on that service) ("Telerate Page 56") or page 57 (or any other page as
may replace that page on that service) ("Telerate Page 57"), or

(2)  if the rate referred to in clause (1) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the Bond Equivalent Yield (as
defined below) of the rate for the applicable Treasury bills as published in
H.15 Daily Update, or another recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High", or

<PAGE>

(3)  if the rate referred to in clause (2) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the Bond Equivalent Yield of
the auction rate of the applicable Treasury bills as announced by the United
States Department of the Treasury, or

(4)  if the rate referred to in clause (3) is not so announced by the United
States Department of the Treasury, or if the Auction is not held, the Bond
Equivalent Yield of the rate on the particular Interest Determination Date of
the applicable Treasury bills as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market", or

(5)  if the rate referred to in clause (4) not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date of the applicable Treasury bills as published in
H.15 Daily Update, or another recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market", or

(6)  if the rate referred to in clause (5) is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent as the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on that Interest Determination
Date, of three primary United States government securities dealers (which may
include the Agents or their affiliates) selected by the Calculation Agent, for
the issue of Treasury bills with a remaining maturity closest to the Index
Maturity specified in the applicable pricing supplement, or

(7)  if the dealers so selected by the Calculation Agent are not quoting as
mentioned in clause (6), the Treasury Rate in effect on the particular 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.

<PAGE>

CMT Rate

"CMT Rate" means:

(1)  if CMT Telerate Page 7051 is specified in the applicable pricing
supplement:

     (a) the percentage equal to the yield for United States Treasury securities
     at "constant maturity" having the Index Maturity specified in the
     applicable pricing supplement as published in H.15(519) under the caption
     "Treasury Constant Maturities", as the yield is displayed on Moneyline
     Telerate (or any successor service) on page 7051 (or any other page as may
     replace the specified page on that service) ("Telerate Page 7051"), for the
     particular Interest Determination Date, or

     (b) if the rate referred to in clause (a) does not so appear on Telerate
     Page 7051, the percentage equal to the yield for United States Treasury
     securities at "constant maturity" having the particular Index Maturity and
     for the particular Interest Determination Date as published in H.15(519)
     under the caption "Treasury Constant Maturities", or

     (c) if the rate referred to in clause (b) does not so appear in H.15(519),
     the rate on the particular Interest Determination Date for the period of
     the particular Index Maturity as may then be published by either the
     Federal Reserve System Board of Governors or the United States Department
     of the Treasury that the Calculation Agent determines to be comparable to
     the rate which would otherwise have been published in H.15(519), or

     (d) if the rate referred to in clause (c) is not so published, the rate on
     the particular Interest Determination Date calculated by the Calculation
     Agent as a yield to maturity based on the arithmetic mean of the secondary
     market bid prices at approximately 3:30 P.M., New York City time, on that
     Interest Determination Date of three leading primary United States
     government securities dealers in The City of New York (which may include
     the Agents or their affiliates) (each, a "Reference Dealer"), selected by
     the Calculation Agent from five Reference Dealers selected by the
     Calculation Agent and eliminating the highest quotation, or, in the event
     of equality, one of the highest, and the lowest quotation or, in the event
     of equality, one of the lowest, for United States Treasury securities with
     an original maturity equal to the particular Index Maturity, a remaining
     term to maturity no more than 1 year shorter than that Index Maturity and
     in a principal amount of at least $100,000,000, or

<PAGE>

     (e) if fewer than five but more than two of the prices referred to in
     clause (d) are provided as requested, the rate on the particular Interest
     Determination Date calculated by the Calculation Agent based on the
     arithmetic mean of the bid prices obtained and neither the highest nor the
     lowest of the quotations shall be eliminated, or

     (f) if fewer than three prices referred to in clause (d) are provided as
     requested, the rate on the particular Interest Determination Date
     calculated by the Calculation Agent as a yield to maturity based on the
     arithmetic mean of the secondary market bid prices as of approximately 3:30
     P.M., New York City time, on that Interest Determination Date of three
     Reference Dealers selected by the Calculation Agent from five Reference
     Dealers selected by the Calculation Agent and eliminating the highest
     quotation or, in the event of equality, one of the highest and the lowest
     quotation or, in the event of equality, one of the lowest, for United
     States Treasury securities with an original maturity greater than the
     particular Index Maturity, a remaining term to maturity closest to that
     Index Maturity and in a principal amount of at least $100,000,000, or

     (g) if fewer than five but more than two prices referred to in clause (f)
     are provided as requested, the rate on the particular Interest
     Determination Date calculated by the Calculation Agent based on the
     arithmetic mean of the bid prices obtained and neither the highest nor the
     lowest of the quotations will be eliminated, or

     (h) if fewer than three prices referred to in clause (f) are provided as
     requested, the CMT Rate in effect on the particular Interest Determination
     Date.

(2)  if CMT Telerate Page 7052 is specified in the applicable pricing
supplement:

     (a) the percentage equal to the one-week or one-month, as specified in the
     applicable pricing supplement, average yield for United States Treasury
     securities at "constant maturity" having the Index Maturity specified in
     the applicable pricing supplement as published in H.15(519) opposite the
     caption "Treasury Constant Maturities", as the yield is displayed on
     Moneyline Telerate (or any successor service) (on page 7052 or any other
     page as may replace the specified page on that service) ("Telerate Page
     7052"), for the week or month, as applicable, ended immediately preceding
     the week or month, as applicable, in which the particular Interest
     Determination Date falls, or

<PAGE>

     (b) if the rate referred to in clause (a) does not so appear on Telerate
     Page 7052, the percentage equal to the one-week or one-month, as specified
     in the applicable pricing supplement, average yield for United States
     Treasury securities at "constant maturity" having the particular Index
     Maturity and for the week or month, as applicable, preceding the particular
     Interest Determination Date as published in H.15(519) opposite the caption
     "Treasury Constant Maturities," or

     (c) if the rate referred to in clause (b) does not so appear in H.15(519),
     the one-week or one-month, as specified in the applicable pricing
     supplement, average yield for United States Treasury securities at
     "constant maturity" having the particular Index Maturity as otherwise
     announced by the Federal Reserve Bank of New York for the week or month, as
     applicable, ended immediately preceding the week or month, as applicable,
     in which the particular Interest Determination Date falls, or

     (d) if the rate referred to in clause (c) is not so published, the rate on
     the particular Interest Determination Date calculated by the Calculation
     Agent as a yield to maturity based on the arithmetic mean of the secondary
     market bid prices at approximately 3:30 P.M., New York City time, on that
     Interest Determination Date of three Reference Dealers selected by the
     Calculation Agent from five Reference Dealers selected by the Calculation
     Agent and eliminating the highest quotation, or, in the event of equality,
     one of the highest, and the lowest quotation or, in the event of equality,
     one of the lowest, for United States Treasury securities with an original
     maturity equal to the particular Index Maturity, a remaining term to
     maturity no more than 1 year shorter than that Index Maturity and in a
     principal amount of at least $100,000,000, or

     (e) if fewer than five but more than two of the prices referred to in
     clause (d) are provided as requested, the rate on the particular Interest
     Determination Date calculated by the Calculation Agent based on the
     arithmetic mean of the bid prices obtained and neither the highest nor the
     lowest of the quotations shall be eliminated, or

     (f) if fewer than three prices referred to in clause (d) are provided as
     requested, the rate on the particular Interest Determination Date
     calculated by the Calculation Agent as a yield to maturity based on the
     arithmetic mean of the secondary market bid prices as of approximately 3:30
     P.M., New York City time, on that Interest Determination Date of

<PAGE>

     three Reference Dealers selected by the Calculation Agent from five
     Reference Dealers selected by the Calculation Agent and eliminating the
     highest quotation or, in the event of equality, one of the highest and the
     lowest quotation or, in the event of equality, one of the lowest, for
     United States Treasury securities with an original maturity greater than
     the particular Index Maturity, a remaining term to maturity closest to that
     Index Maturity and in a principal amount of at least $100,000,000, or

     (g)  if fewer than five but more than two prices referred to in clause (f)
     are provided as requested, the rate on the particular Interest
     Determination Date calculated by the Calculation Agent based on the
     arithmetic mean of the bid prices obtained and neither the highest or the
     lowest of the quotations will be eliminated, or

     (h)  if fewer than three prices referred to in clause (f) are provided as
     requested, the CMT Rate in effect on that Interest Determination Date.

          If two United States Treasury securities with an original maturity
greater than the Index Maturity specified in the applicable pricing supplement
have remaining terms to maturity equally close to the particular Index Maturity,
the quotes for the United States Treasury security with the shorter original
remaining term to maturity will be used.


Eleventh District Cost of Funds Rate

"Eleventh District Cost of Funds Rate" means:

(1)  the rate equal to the monthly weighted average cost of funds for the
calendar month immediately preceding the month in which the particular Interest
Determination Date falls as set forth under the caption "11th District" on the
display on Moneyline Telerate (or any successor service) on page 7058 (or any
other page as may replace the specified page on that service) ("Telerate Page
7058") as of 11:00 A.M., San Francisco time, on that Interest Determination
Date, or

(2)  if the rate referred to in clause (1) does not so appear on Telerate Page
7058, 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 Federal Home Loan Bank of San Francisco as the cost of
funds for the calendar month immediately preceding that Interest Determination
Date, or

<PAGE>

(3)  if the Federal Home Loan Bank of San Francisco fails to announce the Index
on or prior to the particular Interest Determination Date for the calendar month
immediately preceding that Interest Determination Date, the Eleventh District
Cost of Funds Rate in effect on the particular Interest Determination Date.

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any. The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each Calculation Date. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

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

     The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) by the date
of redemption and repayment, as calculated by the Calculation Agent, but in no
event shall the Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.

     If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. [Insert if this Note is a
Senior Subordinated Medium-Term Note -- Payment of the principal of the Notes
may be accelerated only in the case of certain events involving the bankruptcy,
insolvency or reorganization of the Company. There is no right of acceleration
of payment of the Notes in the case of a default in the performance of any
covenant of the Company, including payment of principal or interest.]

     [Insert if this Note is a Senior Subordinated Medium-Term Note -- The
indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
subordinated and subject in right of the payment in full of the principal of
(and premium, if any) and the interest on all Senior Indebtedness, as defined in
the Indenture, and this security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Note,

<PAGE>

by accepting the same, agrees that each Holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Notes, shall be deemed
conclusively to have relied on such provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness. The Indenture also
provides that if, upon the occurrence of certain events of bankruptcy or
insolvency relating to the Company, there remains, after giving effect to such
subordination provisions, any amount of cash, property or securities available
for payment or distribution in respect of Securities of this series (as defined
in the Indenture, "Excess Proceeds"), and if, at such time, any Entitled Person
(as defined in the Indenture) has not received payment in full of all amounts
due or to become due on or in respect of Other Financial Obligations (as defined
in the Indenture), then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such Other Financial Obligations before any
payment or distribution may be made in respect of Notes. This Note is also
issued subject to the provisions of the Indenture regarding payments to Entitled
Persons in respect of Other Financial Obligations. Each Holder of this Note, by
accepting the same, agrees to be bound by the provisions of the Indenture
described herein and authorizes and directs the Trustee to take such action on
his behalf as may be necessary or appropriate to acknowledge or effectuate the
subordination of this Note and payment of Excess Proceeds as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.]

     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 a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of each series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the

<PAGE>

principal of and any premium and interest on this Note, at the times, place and
rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder hereof or by such Holder's
attorney duly authorized in writing and thereupon one or more new Notes and of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

     The Notes are issuable only in registered form without coupons in minimum
denominations of [$1,000] [Insert other minimum denomination] or any amount in
excess thereof which is an integral multiple of [$1,000] [Insert other minimum
denomination] and, unless otherwise specified on the face hereof, shall be
denominated in U.S. dollars. As provided in the Indenture, and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     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.

     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 neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and

<PAGE>

as part of the consideration for the issue hereof, expressly waived and
released.

     The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in such State.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

     Unless the Certificate of Authentication hereon has been executed by the
Authentication Agent or the Trustee under the Indenture by the manual signature
of one if its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

                      [This space left blank intentionally]

<PAGE>

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

                                   Dated:

                                   THE BANK OF NEW YORK COMPANY, INC.


                                   By:  ______________________________
          [SEAL]


Attest:


__________________________


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

[For Senior Medium-Term Note] Deutsche Bank Trust Company
Americas, as Trustee
[For Senior Subordinated Medium-Term Note] J. P. Morgan Trust
Company, as Trustee

By: The Bank of New York
As Authenticating Agent



By:_________________________
   Authorized Signatory


<PAGE>

OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at _________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)

     For this Note to be repaid at the option of the Holder hereof, this Note
must be received at the corporate trust office of The Bank of New York, in The
City of New York or at such other place or places which the Company shall from
time to time notify the Holder of this Note, not less than 30 nor more than 60
days prior to the Holder's Optional Repayment Date, if any, shown on the face of
this Note, with this "Option to Elect Repayment" form duly completed. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

     If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of [$1,000] [Insert
other minimum denomination]) which the Holder elects to have repaid and specify
the denomination or denominations (each of which shall be [$1,000] [Insert other
minimum denomination] or an integral multiple of [$1,000] [Insert other minimum
denomination] in excess of $25,000) of the Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).

$ _____________________            _______________________________________
                                   NOTICE:  The signature on this
Date __________________            Option to Elect Repayment must
                                   correspond with the name as written
                                   upon this Note in every particular,
                                   without alteration or enlargement
                                   or any change whatever.

<PAGE>

ABBREVIATIONS

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

          TEN COM--as tenants in common

          UNIF GIFT MIN ACT--
..............Custodian...........................
                                                        (Minor)

                        Under Uniform Gifts to Minors Act

                        .................................
                                     (State)

          TEN ENT--as tenants by the entireties
          JT TEN-- as joint tenants with right of survivorship
                   and not as tenants in common

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

<PAGE>

_________________________

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

Please Insert Social Security or Other
     Identifying Number of Assignee:

_________________________

________________________________________________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
____________________________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.

Dated:  _________________                            _________________________

_________________________

NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement, or any change whatever.

SIGNATURE GUARANTEED:______________________________
NOTICE:   The signature(s) must be guaranteed by an eligible guarantor
institution (e.g., banks, securities brokers or dealers, credit unions, national
securities exchanges and savings associations) which is a member of or
participant in a signature guarantee program recognized by the Securities
registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934