<PAGE>
                                                                      Exhibit 4b

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO 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 SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED
MAY 15, 2002 (THE "REGISTRATION RIGHTS AGREEMENT"), AMONG THE COMPANY AND THE
INITIAL PURCHASERS, AS THEREIN DEFINED. THE COMPANY WILL PROVIDE A COPY OF THE
REGISTRATION RIGHTS AGREEMENT TO A HOLDER OF THIS SECURITY WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
<PAGE>
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), SUBJECT
TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (i) PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

                              HUBBELL INCORPORATED

                              6.375% Notes due 2012


CUSIP No.: 443510AC6                                  Note No.: N-1
ISIN No.:  US443510AC68
Common Code No.: 014803424

      HUBBELL INCORPORATED, a corporation duly organized and existing under the
laws of the State of Connecticut (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of Two Hundred Million Dollars ($200,000,000) (or such lesser
amount as set forth in the attached Schedule of Increases and Decreases) on
May 15, 2012, and to pay interest thereon from May 15, 2002 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on May 15 and November 15 in each year, commencing
November 15, 2002, at the rate of 6.375% per annum, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually
paid or


                                       2
<PAGE>
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor 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. 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
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 mailed to Holders of Notes (as defined on the reverse hereof)
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 said Indenture.
Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months.

      Payment of the principal of (and premium, if any) and any such interest on
this Note will be made at the Corporate Trust Office of the Trustee in The
Borough of Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose, 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 at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register;
provided, further, that payment to DTC or any successor depositary may be made
by wire transfer to the account designated by DTC or such successor depositary
in writing.

      As set forth in the Registration Rights Agreement, if an Exchange Offer is
not completed or a Shelf Registration Statement with respect to the Notes is not
declared effective within 180 days after the date of issuance of the Notes, then
beginning on the 181st day after such date, in addition to the interest
otherwise payable on this Note, additional interest ("additional interest") will
accrue and be payable on this Note at the rate of 0.50% per annum. However, the
additional interest rate on this Note will in no event exceed 0.50% per annum.
Such additional interest will cease to accrue upon the earliest to occur of (i)
the exchange of Exchange Notes for all Notes validly tendered and not withdrawn
in the Exchange Offer for the Notes; (ii) the effectiveness of a Shelf
Registration Statement with respect to the Notes; or (iii) such time as the
Notes become freely tradable under the Securities Act. Capitalized terms used in
this paragraph have the meanings assigned such terms in the Registration Rights
Agreement.

      Any amounts of additional interest due on the Notes pursuant to the
preceding paragraph will be payable in cash and will be payable on the same
dates on which interest is otherwise payable on this Note to the Holder hereof.
The amount of additional interest payable for any period on this Note will be
determined by multiplying the additional interest rate, which will be 0.50% per
annum, by the principal amount of this Note and then multiplying that product by
a fraction, the numerator of which is the number of days that the additional
interest rate was applicable to the Notes during that period, and the
denominator of which is 360.

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


                                       3
<PAGE>
      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


                                       4
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                HUBBELL INCORPORATED


                                By: /s/ James H. Biggart
                                    ------------------------------------
                                Name: James H. Biggart
                                Title: Vice President and Treasurer


                                Attest: /s/ Richard W. Davies
                                        --------------------------------
                                        Richard W. Davies
                                        Vice President, General Counsel
                                        and Secretary
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

Dated: May 15, 2002


                                JPMORGAN CHASE BANK, as Trustee


                                By: /s/ Wanda Eiland
                                    -------------------------------

                                      Authorized Signatory
<PAGE>
                               REVERSE OF SECURITY

      This Note is one of a duly authorized issue of Debt Securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of September 15, 1995 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank and Chemical Bank), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture 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. This Note is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $200,000,000, subject to certain exceptions referred to in the Indenture. In
addition, the Company may from time to time without the consent of the Holders
of Notes create and issue further Debt Securities having the same terms and
conditions as the Notes in all respects (or in all respects except for the issue
date and issue price) and so that such further issue shall be consolidated and
form a single series with the outstanding Debt Securities of this series
(including the Notes) or upon such terms as the Company may determine at the
time of their issue. References herein to the Notes include (unless the context
requires otherwise) any other Debt Securities issued as described in this
paragraph and forming a single series with the Notes.

      The Notes are subject to redemption, in whole or from time to time in
part, at the Company's option on any date at a redemption price equal to the
greater of: (1) 100% of the principal amount of the Notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (exclusive of interest
accrued to the applicable redemption date) discounted to that redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 20 basis points, plus, in the case of both clause (1)
and clause (2) above, accrued and unpaid interest on the principal amount of the
Notes being redeemed to that redemption date. Notwithstanding the foregoing,
payments of interest on the Notes that are due and payable on or prior to a date
fixed for redemption of Notes will be payable to the Holders of those Notes
registered as such at the close of business on the relevant Regular Record Dates
for the Notes in accordance with the terms and provisions of the Indenture.

"Treasury Rate" means, with respect to any redemption date for the Notes, (1)
the yield, under the heading that 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 (if no maturity is within three
months before or after the Final Maturity Date for the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), or
(2) if


                                       7
<PAGE>
such 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 semi-annual 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 Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third business day preceding the applicable redemption date. As used in
the immediately preceding sentence and in the definition of "Reference Treasury
Dealer Quotations" below, the term "business day" means any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.

"Comparable Treasury Issue" means, with respect to any redemption date for the
Notes, the United States Treasury security selected by the 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 the Notes to be
redeemed.

"Comparable Treasury Price" means, with respect to any redemption date for the
Notes, (1) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

"Final Maturity Date" means May 15, 2012.

"Independent Investment Banker" means, with respect to any redemption date for
the Notes, J.P. Morgan Securities Inc. and its successors, or, if such firm or
the successors, if any, to such firm, as the case may be, are unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with the Company.

"Reference Treasury Dealers" means, with respect to any redemption date for the
Securities, J.P. Morgan Securities Inc. and three additional primary U.S.
Government securities dealers in New York City (each a "Primary Treasury
Dealer") selected by the Trustee after consultation with the Company, and their
respective successors (provided, however, that if any such firm or any such
successor, as the case may be, shall cease to be a primary U.S. Government
securities dealer in New York City, the Trustee, after consultation with the
Company, shall substitute therefor another Primary Treasury Dealer).

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date for the Notes, 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 to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.


                                       8
<PAGE>
      Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to the Holders of the Notes to be redeemed at
the Holders' registered addresses. If less than all of the Notes are to be
redeemed at the Company's option, the Trustee will select, in a manner it deems
fair and appropriate, the Notes, or portions of the Notes, to be redeemed.

      In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.

      The Company shall not be required (i) to register the transfer of or
exchange any Notes during a period beginning at the opening of business 15 days
before the day of the transmission of a notice of redemption of Notes selected
for redemption and ending at the close of business on the day of such
transmission, or (ii) to register the transfer of or exchange any Notes so
selected for redemption in whole or in part, except the unredeemed portion of
any Notes being redeemed in part.

      If an Event of Default with respect to 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.

      The Notes are not subject to any sinking fund and are not subject to
redemption by the Holders thereof prior to maturity.

      The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exemptions) or (ii) the Company may be released from its obligation under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this
series, and satisfies certain other conditions, all as more fully provided in
the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes 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 Outstanding Notes. The Indenture also contains
provisions permitting the Holders of not less than specified percentages in
aggregate principal amount of the Outstanding Notes, on behalf of the Holders of
all the Notes, 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 or on behalf of 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
hereof or in lieu hereof whether notation of such consent or waiver is made upon
this Note.


                                       9
<PAGE>
      As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Notes, the Holders of not less than 25% in principal amount
of the Outstanding Notes shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Notes a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided however,
that such limitations do not apply to a suit instituted by the Holder hereof for
the enforcement of payment of the principal of or interest on this Note on or
after the respective due dates expressed herein.

      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 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 is registerable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
Corporate Trust Office of the Trustee maintained for such purpose in New York,
New York, or at such other office or agency as the Company may designate, 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 his attorney duly authorized in writing, and thereupon one or
more new Notes 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
denominations of $1,000 and any integral multiple thereof. 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 of a different
authorized denomination, as requested by the Holder surrendering the same.

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

      Prior to the time of 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 absolute owner
hereof for all purposes, whether or not this Note be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      If at any time, (i) the Depositary is at any time unwilling or unable to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the Company becomes aware of such condition, (ii)
the Company determines that the Notes shall no


                                       10
<PAGE>
longer be represented by a Global Note or Global Notes or (iii) an Event of
Default with respect to the Notes shall have occurred and be continuing, then
the Company will execute and the Trustee will authenticate and deliver
Registered Notes in definitive registered form, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of this Note in
exchange for this Note. Such Notes in definitive registered form shall be
registered in such names and issued in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to
the Persons in whose names such Notes are so registered.

      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 duly executed by
or on behalf of JPMorgan Chase Bank, the Trustee under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

      This Note shall be governed by, and construed in accordance with, the laws
of the State of New York.


                                       11
<PAGE>
                              [FORM OF ASSIGNMENT]

To assign this Note, fill in the form below:

            I or we assign and transfer this Note to
            ______________________________________________________
            (Print or type assignee's name, address and zip code)

            ______________________________________________________
                (Insert assignee's soc. sec. or tax I.D. No.)

      and irrevocably appoint ________________ as agent for the transfer of this
      Note on the books of the Company. The agent may substitute another to act
      for him.

Date: ___________________________   Your Signature:  ___________________________


Signature Guarantee: ___________________________________________________________
                      (Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Notes evidenced by
this certificate occurring prior to the date that is two years after the later
of the date of original issuance of such Notes and the last date, if any, on
which such Notes were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

    1  [  ]       acquired for the undersigned's own account, without
                  transfer; or

    2  [  ]       transferred to the Company or any of its
                  subsidiaries; or

    3  [  ]       transferred pursuant to and in compliance with Rule
                  144A under the Securities Act of 1933, as amended
                  (the "Securities Act"); or

    4  [  ]       transferred pursuant to an effective registration
                  statement under the Securities Act; or

    5  [  ]       transferred pursuant to and in compliance with
                  Regulation S under the Securities Act; or


                                       A-1
<PAGE>
    6   [  ]      transferred pursuant to another available exemption from the
                  registration requirements of the Securities Act of 1933 under
                  Rule 144 (if available).

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) or (6) is checked,
the Trustee or the Company may require, prior to registering any such transfer
of the Notes, in their sole discretion, such legal opinions, certifications and
other information as the Trustee or the Company may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933.

                                       _____________________________________
                                       Signature

Signature Guarantee:

_____________________________________  _____________________________________
(Signature must be guaranteed)         Signature

____________________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


_____________________________
Dated:


                                       A-2
<PAGE>
                       SCHEDULE OF INCREASES OR DECREASES

  The initial principal amount of this Global Note is $200,000,000. The
        following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>
            Amount of       Amount of         Principal Amount
            decrease        increase          of this Global    Signature of
            in Principal    in Principal      Note              authorized
            Amount          Amount            following such    signatory of
Date of     of this Global  of this Global    decrease or       Trustee or
Exchange    Note            Note              increase          Notes Custodian
--------    ----            ----              --------          ---------------
<S>         <C>             <C>               <C>               <C>














</TABLE>
<PAGE>
                                                                      Exhibit 4b

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO 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 SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED
MAY 15, 2002 (THE "REGISTRATION RIGHTS AGREEMENT"), AMONG THE COMPANY AND THE
INITIAL PURCHASERS, AS THEREIN DEFINED. THE COMPANY WILL PROVIDE A COPY OF THE
REGISTRATION RIGHTS AGREEMENT TO A HOLDER OF THIS SECURITY WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
<PAGE>
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR
(E) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE
DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES
ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND
(B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                              HUBBELL INCORPORATED

                              6.375% Notes due 2012


CUSIP No.: U44306AA3                                          Note No.: R-1
ISIN No.:  USU44306AA34
Common Code No.  014803394


HUBBELL INCORPORATED, a corporation duly organized and existing under the laws
of the State of Connecticut (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of Two Hundred Million Dollars ($200,000,000) (or such lesser
amount as set forth in the attached Schedule of Increases and Decreases) on May
15, 2012, and to pay interest thereon from May 15, 2002 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year, commencing November 15,
2002, at the rate of 6.375% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or


                                       2
<PAGE>
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor 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. 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
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 mailed to Holders of Notes (as defined on the reverse hereof)
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 said Indenture.
Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months.

      Payment of the principal of (and premium, if any) and any such interest on
this Note will be made at the Corporate Trust Office of the Trustee in The
Borough of Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose, 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 at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register;
provided, further, that payment to DTC or any successor depositary may be made
by wire transfer to the account designated by DTC or such successor depositary
in writing.

      As set forth in the Registration Rights Agreement, if an Exchange Offer is
not completed or a Shelf Registration Statement with respect to the Notes is not
declared effective within 180 days after the date of issuance of the Notes, then
beginning on the 181st day after such date, in addition to the interest
otherwise payable on this Note, additional interest ("additional interest") will
accrue and be payable on this Note at the rate of 0.50% per annum. However, the
additional interest rate on this Note will in no event exceed 0.50% per annum.
Such additional interest will cease to accrue upon the earliest to occur of (i)
the exchange of Exchange Notes for all Notes validly tendered and not withdrawn
in the Exchange Offer for the Notes; (ii) the effectiveness of a Shelf
Registration Statement with respect to the Notes; or (iii) such time as the
Notes become freely tradable under the Securities Act. Capitalized terms used in
this paragraph have the meanings assigned such terms in the Registration Rights
Agreement.

      Any amounts of additional interest due on the Notes pursuant to the
preceding paragraph will be payable in cash and will be payable on the same
dates on which interest is otherwise payable on this Note to the Holder hereof.
The amount of additional interest payable for any period on this Note will be
determined by multiplying the additional interest rate, which will be 0.50% per
annum, by the principal amount of this Note and then multiplying that product by
a fraction, the numerator of which is the number of days that the additional
interest rate was applicable to the Notes during that period, and the
denominator of which is 360.

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

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof 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.

                                HUBBELL INCORPORATED


                                By:  /s/ James H. Biggart
                                    ____________________________________
                                Name:    James H. Biggart
                                Title:   Vice President and Treasurer



                                Attest: /s/ Richard W. Davies
                                       ________________________________
                                         Richard W. Davies
                                         Vice President, General Counsel
                                         and Secretary



                                       4
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

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

Dated: May 15, 2002


                                JPMORGAN CHASE BANK, as Trustee


                                By:        /s/ Wanda Eiland
                                    _______________________________
                                         Authorized Signatory


                                       5
<PAGE>
                               REVERSE OF SECURITY

      This Note is one of a duly authorized issue of Debt Securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of September 15, 1995 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank and Chemical Bank), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture 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. This Note is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $[200,000,000], subject to certain exceptions referred to in the Indenture.
In addition, the Company may from time to time without the consent of the
Holders of Notes create and issue further Debt Securities having the same terms
and conditions as the Notes in all respects (or in all respects except for the
issue date and issue price) and so that such further issue shall be consolidated
and form a single series with the outstanding Debt Securities of this series
(including the Notes) or upon such terms as the Company may determine at the
time of their issue. References herein to the Notes include (unless the context
requires otherwise) any other Debt Securities issued as described in this
paragraph and forming a single series with the Notes.

      The Notes are subject to redemption, in whole or from time to time in
part, at the Company's option on any date at a redemption price equal to the
greater of: (1) 100% of the principal amount of the Notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (exclusive of interest
accrued to the applicable redemption date) discounted to that redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 20 basis points, plus, in the case of both clause (1)
and clause (2) above, accrued and unpaid interest on the principal amount of the
Notes being redeemed to that redemption date. Notwithstanding the foregoing,
payments of interest on the Notes that are due and payable on or prior to a date
fixed for redemption of Notes will be payable to the Holders of those Notes
registered as such at the close of business on the relevant Regular Record Dates
for the Notes in accordance with the terms and provisions of the Indenture.

"Treasury Rate" means, with respect to any redemption date for the Notes, (1)
the yield, under the heading that 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 (if no maturity is within three
months before or after the Final Maturity Date for the Notes, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), or
(2) if


                                       6
<PAGE>
such 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 semi-annual 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 Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third business day preceding the applicable redemption date. As used in
the immediately preceding sentence and in the definition of "Reference Treasury
Dealer Quotations" below, the term "business day" means any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.

"Comparable Treasury Issue" means, with respect to any redemption date for the
Notes, the United States Treasury security selected by the 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 the Notes to be
redeemed.

"Comparable Treasury Price" means, with respect to any redemption date for the
Notes, (1) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

"Final Maturity Date" means May 15, 2012.

"Independent Investment Banker" means, with respect to any redemption date for
the Notes, J.P. Morgan Securities Inc. and its successors, or, if such firm or
the successors, if any, to such firm, as the case may be, are unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with the Company.

"Reference Treasury Dealers" means, with respect to any redemption date for the
Securities, J.P. Morgan Securities Inc. and three additional primary U.S.
Government securities dealers in New York City (each a "Primary Treasury
Dealer") selected by the Trustee after consultation with the Company, and their
respective successors (provided, however, that if any such firm or any such
successor, as the case may be, shall cease to be a primary U.S. Government
securities dealer in New York City, the Trustee, after consultation with the
Company, shall substitute therefor another Primary Treasury Dealer).

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date for the Notes, 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 to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

            Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to the Holders of the Notes to be
redeemed at the Holders' registered addresses. If less than all of the Notes are
to be redeemed at the Company's option, the Trustee


                                       7
<PAGE>
will select, in a manner it deems fair and appropriate, the Notes, or portions
of the Notes, to be redeemed.

      In the event of redemption of this Note in part only, a new Note or Notes
for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.

      The Company shall not be required (i) to register the transfer of or
exchange any Notes during a period beginning at the opening of business 15 days
before the day of the transmission of a notice of redemption of Notes selected
for redemption and ending at the close of business on the day of such
transmission, or (ii) to register the transfer of or exchange any Notes so
selected for redemption in whole or in part, except the unredeemed portion of
any Notes being redeemed in part.

      If an Event of Default with respect to 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.

      The Notes are not subject to any sinking fund and are not subject to
redemption by the Holders thereof prior to maturity.

      The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exemptions) or (ii) the Company may be released from its obligation under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this
series, and satisfies certain other conditions, all as more fully provided in
the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes 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 Outstanding Notes. The Indenture also contains
provisions permitting the Holders of not less than specified percentages in
aggregate principal amount of the Outstanding Notes, on behalf of the Holders of
all the Notes, 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 or on behalf of 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
hereof or in lieu hereof whether notation of such consent or waiver is made upon
this Note.

      As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Notes, the Holders of not less than 25% in principal amount
of the Outstanding Notes shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall


                                       8
<PAGE>
not have received from the Holders of a majority in principal amount of the
Outstanding Notes a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; provided however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Note on or after
the respective due dates expressed herein.

      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 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 is registerable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
Corporate Trust Office of the Trustee maintained for such purpose in New York,
New York, or at such other office or agency as the Company may designate, 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 his attorney duly authorized in writing, and thereupon one or
more new Notes 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
denominations of $1,000 and any integral multiple thereof. 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 of a different
authorized denomination, as requested by the Holder surrendering the same.

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

      Prior to the time of 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 absolute owner
hereof for all purposes, whether or not this Note be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      If at any time, (i) the Depositary is at any time unwilling or unable to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the Company becomes aware of such condition, (ii)
the Company determines that the Notes shall no longer be represented by a Global
Note or Global Notes or (iii) an Event of Default with respect to the Notes
shall have occurred and be continuing, then the Company will execute and the
Trustee will authenticate and deliver Registered Notes in definitive registered
form, in authorized denominations, and in an aggregate principal amount equal to
the principal amount of this Note in exchange for this Note. Such Notes in
definitive registered form shall be registered in such names and issued in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Notes to the Persons in whose names such Notes are so
registered.


                                       9
<PAGE>
      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 duly executed by
or on behalf of JPMorgan Chase Bank, the Trustee under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

      This Note shall be governed by, and construed in accordance with, the laws
of the State of New York.


                                       10
<PAGE>
                              [FORM OF ASSIGNMENT]


To assign this Note, fill in the form below:
            I or we assign and transfer this Note to

            _________________________________________________________
              (Print or type assignee's name, address and zip code)

            _________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

      and irrevocably appoint ________________ as agent for the transfer of this
      Note on the books of the Company. The agent may substitute another to act
      for him.


Date: ___________________________   Your Signature:  ___________________________


Signature Guarantee: ___________________________________________________________
                      (Signature must be guaranteed)


Sign exactly as your name appears on the other side of this Note.


The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Notes evidenced by
this certificate occurring prior to the date that is two years after the later
of the date of original issuance of such Notes and the last date, if any, on
which such Notes were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

    1   [  ]      acquired for the undersigned's own account, without
                  transfer; or
    2   [  ]      transferred to the Company or any of its
                  subsidiaries; or

    3   [  ]      transferred pursuant to and in compliance with Rule
                  144A under the Securities Act of 1933, as amended
                  (the "Securities Act"); or

    4   [  ]      transferred pursuant to an effective registration
                  statement under the Securities Act; or

    5   [  ]      transferred pursuant to and in compliance with
                  Regulation S under


                                       A-1
<PAGE>
                  the Securities Act; or

    6   [  ]      transferred pursuant to another available exemption from the
                  registration requirements of the Securities Act of 1933 under
                  Rule 144 (if available).

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) or (6) is checked,
the Trustee or the Company may require, prior to registering any such transfer
of the Notes, in their sole discretion, such legal opinions, certifications and
other information as the Trustee or the Company may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933.

                                       _____________________________________
                                       Signature

Signature Guarantee:

_____________________________________  _____________________________________
(Signature must be guaranteed)         Signature

____________________________________________________________________________
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

_____________________________
Dated:


                                      A-2
<PAGE>
                       SCHEDULE OF INCREASES OR DECREASES

     The initial principal amount of this Global Note is $0. The following
           increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>
            Amount of       Amount of         Principal Amount
            decrease        increase          of this Global    Signature of
            in Principal    in Principal      Note              authorized
            Amount          Amount            following such    signatory of
Date of     of this Global  of this Global    decrease or       Trustee or
Exchange    Note            Note              increase          Notes Custodian
--------    ----            ----              --------          ---------------
<S>         <C>             <C>               <C>               <C>









</TABLE>