EXHIBIT 4(b)(10)

               Form of Medium-Term Note, Series B (Floating Rate)

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 SUCCESSOR 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.

REGISTERED                                                  $

No. FL-                                                     CUSIP #

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B
                                 (FLOATING RATE)

Original Issue Date:                    Interest Reset Date(s):

Maturity Date:                          Interest Reset Period:

Interest Rate Basis:                    Interest Payment Date(s):

Initial Interest Rate:                  Interest Payment Period:

Index Maturity:                         Redeemable On and After:

Spread (plus or minus):                 Optional Repayment Date(s):

Maximum Interest Rate:

Minimum Interest Rate:

Minimum Denominations:

<PAGE>

            THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal amount stated above on the Maturity Date shown
above (the "Maturity Date") and to pay interest thereon at the rate per annum
equal to the Initial Interest Rate shown above until the first Interest Reset
Date shown above following the Original Issue Date shown above and thereafter at
a rate determined in accordance with the provisions on the reverse hereof under
the heading "Determination of Commercial Paper Rate," "Determination of LIBOR,"
"Determination of Federal Funds Rate," "Determination of Treasury Rate,"
"Determination of Prime Rate" or "Determination of CMT Rate" depending upon
whether the Interest Rate Basis is Commercial Paper Rate, LIBOR, Federal Funds
Rate, Treasury Rate, Prime Rate or CMT Rate, as indicated above, until the
principal hereof is fully paid or duly made available for payment. The Company
will pay interest monthly, quarterly, semiannually or annually as indicated
above on each Interest Payment Date shown above commencing with the first
Interest Payment Date shown above immediately following the Original Issue Date
shown above, and on the Maturity Date or, if applicable, the Redemption Date or
Optional Repayment Date; provided, however, that if the Original Issue Date
shown above is between a Regular Record Date (as defined below) and an Interest
Payment Date, interest payments will commence on the Interest Payment Date
following the next succeeding Regular Record Date; and provided, further,
however, that if an Interest Payment Date, Maturity Date, Redemption Date or
Optional Repayment Date would fall on a day that is not a Business Day (as
defined on the reverse hereof), unless otherwise specified on the face hereof,
the related payment of principal, premium, if any, or interest shall be made on
the following day that is a Business Day, and no interest shall accrue for the
period from and after that Interest Payment Date, Maturity Date, Redemption Date
or Optional Repayment Date, as the case may be, to the next Business Day. In the
event the Interest Rate Basis is LIBOR, as indicated above, if such next
Business Day falls in the next calendar month, principal, premium, if any, or
interest will be paid on the preceding day that is a Business Day, provided that
any such Business Day is also a London Banking Day (as defined on the reverse
hereof), with respect to such LIBOR Note. Except as provided above and in the
Indenture referred to on the reverse hereof, interest payments will be made on
the Interest Payment Dates shown above. The "Regular Record Date" shall be the
date whether or not a Business Day 15 calendar days immediately preceding such
Interest Payment Date, unless otherwise specified on the face hereof.

            The interest so payable, and punctually paid or duly provided for,
on the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, provided, however, that interest payable on the
Maturity Date, or if applicable, the Redemption Date or Optional Repayment Date,
will be paid to the Person to whom the principal of this Note is payable. Any
such interest which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than ten days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.


                                      -2-
<PAGE>

            Payment of the principal of and interest on this Note shall be made
at the office or agency of the Trustee 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 the
payment of public and private debt; provided, however, that payment of interest
on any Interest Payment Date (other than the Maturity Date or Redemption Date or
Optional Repayment Date, if any) 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, or by wire transfer of immediately available
funds, if the registered holder of at least $10,000,000 in principal amount (or
such other principal amount specified on the face hereof) of Notes entitled to
such interest has so requested by a notice in writing delivered to the Trustee
not less than 16 days prior to the Interest Payment Date on which such payment
is due, which notice shall provide appropriate instructions for such transfer.

            The principal hereof and interest due at maturity will be paid upon
maturity in immediately available funds against presentation of this Note at the
office or agency of the Trustee maintained for that purpose in the Borough of
Manhattan, The City of New York.

            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 ON THE FACE HEREOF.

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

            This Note is one of the series of Medium-Term Notes, Series B, of
the Company.

            Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), the Trustee under the
Indenture, or its successor thereunder by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


                                      -3-
<PAGE>

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

Dated:


                                        THE BEAR STEARNS COMPANIES INC.



                                        By:_____________________________________


ATTEST:



___________________________________
Secretary

[Corporate Seal]



                          CERTIFICATE OF AUTHENTICATION

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


                                        JPMORGAN CHASE BANK, as Trustee



                                        By:_____________________________________
                                           Authorized Signature


                                      -4-
<PAGE>

                                [Reverse of Note]

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B
                                 (FLOATING RATE)

            This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture dated as of May 31, 1991, as amended (herein
called the "Indenture"), between the Company and JPMorgan Chase Bank (formerly,
The Chase Manhattan Bank), 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 and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Securities, and the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the
Indenture, Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
repayment provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Note is one of a series of the Securities designated as Medium-Term Notes,
Series B (the "Notes"). The Notes of this series may be issued at various times
with different maturity dates, redemption dates and different principal
repayment provisions, may bear interest at different rates and may otherwise
vary, all as provided in the Indenture.

            The interest payable on this Note on each Interest Payment Date will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date, except that the interest
payment at the Maturity Date, Redemption Date or Optional Repayment Date will
include interest accrued to but excluding such date. Accrued interest from the
Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the principal amount hereof by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factors
calculated for each day from the Original Issue Date, or from the last date to
which interest has been paid, to the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal calculated to seven
decimal places without rounding) for each such day is computed by dividing the
interest rate applicable to such day by 360, in the case of Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes, or by
the actual number of days in the year, in the case of Treasury Rate Notes. With
respect to CMT Rate Notes, interest is calculated on the basis of twelve 30-day
months and a 360-day year. The interest rate in effect on each day will be (a)
if such day is an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to such Interest 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; provided, however, that (i) the interest rate in effect from the Original
Issue Date to the first Interest Reset Date will be the Initial Interest Rate as
specified on the face hereof and (ii) the interest rate in effect for the ten


                                      -5-
<PAGE>

calendar days immediately prior to maturity will be that in effect on the tenth
calendar day preceding maturity. Notwithstanding the foregoing, if the rate at
which interest is payable is adjusted daily or weekly, such rate of interest
shall be adjusted until the Interest Reset Date immediately preceding the
Maturity 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, shown on the face hereof. All percentages resulting from
any calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percent, with five one-millionths of a percent being
rounded upwards. In addition, the interest rate hereon shall in no event be
higher than the maximum rate, if any, permitted by applicable law.

            Commencing with the first Interest Reset Date shown on the face
hereof following the Original Issue Date, and thereafter on each succeeding
Interest Reset Date specified on the face hereof, the rate at which interest on
this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semiannually or annually as specified on the face hereof under "Interest Reset
Date(s)." Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates to but not including the next succeeding Interest
Reset Date or until the Maturity Date or, if applicable, the Redemption Date or
Optional Repayment Date, as the case may be. The Interest Reset Date will be, if
this Note resets daily, each Business Day; if this Note resets weekly, the
Wednesday of each week (with the exception of weekly reset Treasury Rate Notes
which will reset the Tuesday of each week, except as specified below); if this
Note resets monthly, the third Wednesday of each month; if this Note resets
quarterly, the third Wednesday of March, June, September and December; if this
Note resets semiannually, the third Wednesday of the two months specified on the
face hereof; and if this Note resets annually, the third Wednesday of the month
specified on the face hereof. Subject to applicable law and except as specified
herein, on each Interest Reset Date, the rate of interest on this Note shall be
the rate determined in accordance with the provisions applicable below, plus or
minus the Spread (as specified on the face hereof), 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 succeeding day that is a Business Day,
except that in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the next preceding
Business Day. "Business Day" means (i) with respect to any Note, any day that is
not a Saturday or Sunday, and that is neither a legal holiday nor a day on which
banking institutions or trust companies in New York City are authorized or
obligated by law to close, and (ii) with respect to LIBOR Notes only, a London
Banking Day. A "London Banking Day" means any day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market.

            The Interest Determination Date pertaining to an Interest Reset Date
will be, if the Interest Rate Basis is Commercial Paper Rate or Federal Funds
(Effective) Rate, the Business Day next preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date will be, if the
Interest Rate Basis is LIBOR, the second London Banking Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date will be, if the Interest Rate Basis is Treasury Rate, the day of the
week in which such Interest Reset Date falls on which Treasury bills (as defined
below) of the Index Maturity specified on the face hereof are auctioned.
Treasury bills normally are auctioned on Monday of each week, unless that day is
a legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as a
result of a legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Interest Determination Date pertaining to


                                      -6-
<PAGE>

the Interest Reset Date occurring in the next succeeding week. Interest payable
hereon will be payable monthly, quarterly, semiannually or annually (the
"Interest Payment Period") as specified on the face hereof. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the Interest
Rate Basis is Prime Rate or Federal Funds (Open) Rate, the same day as such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date will be, if the Interest Rate Basis is CMT Rate, the tenth Business
Day prior to each Interest Reset Date. Unless otherwise shown on the face
hereof, interest will be payable, if this Note resets daily, weekly or monthly,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December, of each year; if this Note resets quarterly, on the
third Wednesday of March, June, September and December, of each year; if this
Note resets semiannually, on the third Wednesday of the two months of each year
specified on the face hereof; and if this Note resets annually, on the third
Wednesday of the month specified on the face hereof (each such date being an
"Interest Payment Date") and in each case, at maturity or, if applicable, upon
redemption or optional repayment.

            Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is "Commercial Paper Rate," the interest rate shall
equal (a) the Money Market Yield (as defined below) on the applicable Interest
Determination Date of the rate for commercial paper having the Index Maturity
specified on the face hereof (i) as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication ("H.l5(519)"), under the heading
"Commercial Paper--Nonfinancial" or (ii) in the event that such rate is not
published on the Calculation Date (as defined below) pertaining to such Interest
Determination Date, then as published in H.15 Daily Update or any other
recognized electronic source used for displaying that rate under the heading
"Commercial Paper--Nonfinancial" or (b) if neither of such yields is published
by 3:00 P.M., New York City time, on such Calculation Date, the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York
City time, of three leading dealers of commercial paper in The City of New York
selected by JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as
Calculation Agent (or any successor calculation agent, or any other Calculation
Agent named on the face hereof, the "Calculation Agent"), on that Interest
Determination Date, for commercial paper of the Index Maturity specified on the
face hereof placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency, in each of the above
cases, adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof; provided, however, that if such dealers are not quoting as
mentioned above, the interest rate in effect hereon until the Interest Reset
Date next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect on the Interest
Determination Date next preceding such Interest Reset Date.

            "Money Market Yield" shall be a yield calculated in accordance with
the following formula:

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

where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.


                                      -7-
<PAGE>

            Determination of LIBOR. If the Interest Rate Basis specified on the
face hereof is "LIBOR," the interest rate shall equal, as specified on the face
hereof, either (a) the offered rates for deposits in U.S. dollars having the
Index Maturity specified on the face hereof, commencing on the second London
Banking Day immediately following the applicable Interest Determination Date
which appears on Telerate Page 3750 (or such other page as may replace Telerate
Page 3750 for the purpose of displaying London interbank rates of major banks),
as of 11:00 A.M., London time, on such Interest Determination Date adjusted by
the addition or subtraction of the Spread, if any, specified on the face hereof
("LIBOR Telerate") or (b) the arithmetic mean, as determined by the Calculation
Agent, of the offered rates for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the second London Banking
Day immediately following the applicable Interest Determination Date which
appears on the Reuters Screen LIBO Page (or such other page as may replace such
Reuters Screen LIBO Page for the purpose of displaying London interbank rates of
major banks), as of 11:00 A.M., London time, on such Interest Determination
Date, if at least two such offered rates appear on the Reuters Screen LIBO Page
(or such other page as may replace such page) ("LIBOR Reuters"); provided,
however, that if no such rate appears on Telerate Page 3750 (or such other page
as may replace such page) or if fewer than two offered rates appear on the
Reuters Screen LIBO Page (or such other page as may replace such page), the
Calculation Agent shall request the principal London office of each of four
major banks in the London interbank market selected by the Calculation Agent to
provide a quotation of the rate at which such bank offered to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
Interest Determination Date, deposits in U.S. dollars having the Index Maturity
specified on the face hereof commencing on the second London Banking Day
immediately following such Interest Determination Date and in a principal amount
equal to an amount not less than U.S. $1,000,000 that is representative of a
single transaction in such market at such time, and such rate of interest hereon
shall equal the arithmetic mean of (a) such quotations, if at least two
quotations are provided, or (b) if less than two quotations are provided, the
rates quoted at approximately 11:00 A.M., New York City time, on such Interest
Determination Date by three major banks in The City of New York, selected by the
Calculation Agent for loans in U.S. dollars to leading European banks, having
the Index Maturity specified on the face hereof commencing on the second London
Banking Day immediately following such Interest Determination Date and in a
principal amount as aforesaid, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof; provided,
however, that if the three banks selected as aforesaid by the Calculation Agent
are not quoting as mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the rate in effect on the Interest
Determination Date next preceding such Interest Reset Date.

            Determination of Federal Funds Rate. If the Interest Rate Basis
specified on the face hereof is "Federal Funds Rate," the interest rate shall
equal either the Federal Funds (Effective) Rate or the Federal Funds (Open)
Rate.

            Unless otherwise specified on the face hereof, the Federal Funds
(Effective) Rate shall equal (a) the rate on the applicable Interest
Determination Date specified on the face hereof for Federal Funds as published
in H.15(519) under the heading "Federal funds (effective)" on Telerate page 120
or any successor service or page, or (b) if such rate is not so published on the
Calculation Date pertaining to such Interest Determination Date, then the rate
on the applicable


                                      -8-
<PAGE>

Interest Determination Date as published in H.15 Daily Update or any other
recognized electronic source used for displaying that rate under the heading
"Federal Funds/Effective Rate."

            Unless otherwise specified on the face hereof, the Federal Funds
(Open) Rate shall equal the rate on the applicable Interest Determination Date
specified on the face hereof for Federal Funds as reported on Telerate Page 5
under the heading "Federal Funds/Open."

            If (a) the applicable Federal Funds (Effective) Rate described above
or (b) the Federal Funds (Open) Rate described above is not published by 3:00
P.M., New York City time, on the relevant Calculation Date, then the Federal
Funds (Effective) Rate and the Federal Funds (Open) Rate, as applicable, will be
calculated by the Calculation Agent as the arithmetic mean of the rates for the
last transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent as of 11:00 A.M., New York City time, on such Interest Determination Date,
in each of the above cases, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof; provided, however, that if such
brokers are not quoting as mentioned above, the interest rate in effect hereon
until the Interest Reset Date next succeeding the Interest Reset Date to which
such Interest Determination Date relates shall be the rate in effect on the
Interest Determination Date next preceding such Interest Reset Date.

            Determination of Treasury Rate. If the Interest Rate Basis specified
on the face hereof is "Treasury Rate," the interest rate shall equal the rate
for the auction held on the applicable Interest Determination Date of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof as published under the column designated "Invest
Rate" on Telerate page 56 under the heading "US Treasury 3 MO T-Bill Auction
Results" or Telerate page 57 under the heading "US Treasury 6 MO T-Bill Auction
Results," as applicable, or any successor publication, or, if not so published
on the Calculation Date pertaining to such Interest Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury, in either case,
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof. In the event that the results are not published or reported as
provided above by 3:00 P.M., New York City time, on such Calculation Date, or if
no such auction is held in a particular week, then the rate of interest herein
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity specified
on the face hereof, adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
above, the interest rate in effect hereon until the Interest Reset Date next
succeeding the Interest Reset Date to which such Interest Determination Date
relates shall be the rate in effect on the Interest Determination Date next
preceding such Interest Reset Date.

            Determination of Prime Rate. If the Interest Rate Basis specified on
the face hereof is "Prime Rate," the interest rate shall equal (a) the rate on
the applicable Interest Determination


                                      -9-
<PAGE>

Date (i) as reported on Telerate Page 5 under the heading "Bank Rates/Prime" or
(ii) as published in H.15(519), under the caption "Bank Prime Loan", (b) if the
rates referred to under (a)(i) and (a)(ii) are not published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the arithmetic mean (as calculated by the Calculation
Agent) of the rates of interest publicly announced by each bank named on the
Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base
lending rate as in effect for such Interest Determination Date as quoted on the
Reuters Screen NYMF Page for such Interest Determination Date, or, if fewer than
four such rates appear on the Reuters Screen NYMF Page for such Interest
Determination Date, the rate shall be the arithmetic mean (as calculated by the
Calculation Agent) of the prime rates quoted on the basis of the actual number
of days in the year divided by 360 as of the close of business on such Interest
Determination Date by at least two of the three major money center banks in The
City of New York selected by the Calculation Agent (after consultation with the
Company) from which quotations are requested, or (c) if fewer than two
quotations are provided under (b) above, the Prime Rate shall be calculated by
the Calculation Agent and shall be determined as the arithmetic mean on the
basis of the prime rates in The City of New York by the appropriate number of
substitute banks or trust companies organized and doing business under the laws
of the United States, or any State thereof, in each case having total equity
capital of at least U.S. $500 million and being subject to supervision or
examination by Federal or State authority, selected by the Calculation Agent
(after consultation with the Company) to quote such rate or rates, in each case
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof; provided, however, that if in any month or two consecutive months,
the Prime Rate is not reported or published as provided above, and if such
quotations are not available, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the rate in effect on the Interest
Determination Date next preceding such Interest Reset Date in each case.

            If this failure continues over three or more consecutive months, the
Prime Rate for each succeeding Interest Determination Date until the maturity or
redemption of this Note or, if earlier, until this failure ceases, shall be
LIBOR determined as if this Note were a LIBOR Note, and the Spread, if any, will
be the number of basis points specified on the face hereof as the "Alternate
Rate Event Spread."

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

            Determination of CMT Rate. If the Interest Rate Basis specified on
the face hereof is "CMT Rate," the interest rate will be determined by the
Calculation Agent on each Interest Determination Date in accordance with the
following provisions, in each case, adjusted by the addition or subtraction of
the Spread, if any, specified on the face hereof.

            Unless otherwise specified on the face hereof, the CMT Rate will be:

            (a) the rate displayed on the designated CMT Telerate Page, under
the caption for "... Treasury Constant Maturities... Federal Reserve Board
Release H.15... Mondays Approximately 3:45 p.m.," under the column for the
designated CMT Index Maturity, for: (i) the latest rate


                                      -10-
<PAGE>

displayed at the close of business on such Interest Determination Date if the
designated CMT Telerate Page is 7051; or (ii) the average for the week, or the
month, as specified on the face hereof, ended immediately before the week in
which the related Interest Determination Date occurs if the designated CMT
Telerate Page is 7052.

            (b) If the applicable rate specified in (a) above is not displayed
on the relevant page by 3:00 p.m., New York City time on that Calculation Date,
unless the calculation is made earlier and the rate is available from that
source at that time on the Calculation Date, then the CMT Rate will be the
Treasury constant maturity rate having the designated Index Maturity, as
published in H.15(519) or another recognized electronic source for displaying
the rate.

            (c) If the applicable rate specified in (b) above is not published
in H.15(519) or another recognized electronic source for displaying such rate by
3:00 p.m., New York City time on that Calculation Date, unless the calculation
is made earlier and the rate is available from one of those sources at that
time, then the CMT Rate will be the Treasury constant maturity rate, or other
United States Treasury rate, for the Index Maturity and with reference to the
relevant Interest Determination Date, that is published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury and that the Calculation Agent determines to be comparable to the rate
formerly displayed on the designated CMT Telerate Page and published in
H.15(519).

            (d) If the applicable rate specified in (c) above cannot be
determined, then the Calculation Agent will determine the CMT Rate to be a yield
to maturity based on the average of the secondary market offered rates as of
approximately 3:30 p.m., New York City time, on the relevant Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers in New York City.
The Calculation Agent will select five such securities dealers after consulting
with the Company, and will eliminate the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest), for the most recently issued direct noncallable
fixed rate obligations of the United States Treasury ("Treasury Notes") with an
original maturity of approximately the designated Index Maturity and a remaining
term to maturity of not less than the designated Index Maturity minus one year
in a representative amount. If two Treasury Notes with an original maturity as
described above have remaining terms to maturity equally close to the designated
Index Maturity, the quotes for the Treasury Note with the shorter remaining term
to maturity will be used.

            (e) If the Calculation Agent cannot obtain three Treasury Note
quotations of the kind described in the prior paragraph, the Calculation Agent
will determine the CMT Rate to be the yield to maturity based on the average of
the secondary market offered rates for Treasury Notes with an original maturity
longer than the designated CMT Index Maturity which have a remaining term to
maturity closest to the designated CMT Index Maturity and in a representative
amount, as of approximately 3:30 p.m., New York City time, on the relevant
Interest Determination Date of leading primary United States government
securities dealers in New York City. In selecting these offered rates, the
Calculation Agent will request quotations from at least five such securities
dealers and will disregard the highest quotation (or if there is equality, one
of the highest) and the lowest quotation (or if there is equality, one of the
lowest). If two Treasury Notes with an original maturity longer than the
designated CMT Index Maturity have remaining terms to maturity that are equally
close to the designated CMT Index Maturity, the Calculation Agent will obtain
quotations for the


                                      -11-
<PAGE>

Treasury Note with the shorter remaining term to maturity.

            (f) If fewer than five but more than two if the leading primary
United States government securities dealers are quoting as described in the
prior paragraph, then the CMT Rate for the relevant Interest Determination Date
will be based on the average of the offered rates obtained, and neither the
highest nor the lowest of those quotations will be eliminated.

            (g) If two or fewer leading primary United States government
securities dealers selected by the Calculation Agent are quoting as described
above, the CMT Rate will remain the CMT Rate then in effect on that Interest
Determination Date.

            The Calculation Date pertaining to an Interest Determination Date
shall be the earlier of (a) the tenth calendar day after such Interest
Determination Date or if any such day is not a Business Day, the next succeeding
Business Day, or (b) the Business Day prior to the applicable Interest Payment
Date, Maturity Date, Redemption Date or Optional Repayment Date. The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
and will confirm in writing such calculation to the Trustee and any Paying Agent
immediately after each determination. Neither the Trustee nor any Paying Agent
shall be responsible for any such calculation. All determinations made by the
Calculation Agent shall be, in the absence of manifest error, conclusive for all
purposes and binding on the Company and holders of the Note. 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 different, the interest rate that
will become effective as a result of a determination made on the most recent
Interest Reset Date with respect to the Note.

            If so specified on the face of this Note, this Note may be redeemed
by the Company on and after the date so indicated on the face hereof. If no such
date is set forth on the face hereof, this Note may not be redeemed prior to
maturity. On and after such date, if any, from which this Note may be redeemed,
unless otherwise specified on the face hereof, this Note may be redeemed in
whole or in part in increments of $1,000 (provided, unless a different minimum
denomination is set forth on the face hereof, that any remaining principal
amount of this Note shall be at least $25,000) at the option of the Company, at
a redemption price equal to 100% of the principal amount to be redeemed,
together with interest thereon payable to the Redemption Date, on notice given,
unless otherwise specified on the face hereof, not more than 60 nor less than 30
days prior to the Redemption Date. If less than all the Outstanding Notes having
such terms as specified by the Company are to be redeemed, the particular Notes
to be redeemed shall be selected by the Trustee not more than 60 days prior to
the Redemption Date from the Outstanding Notes having such terms as specified by
the Company not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate. The notice of such redemption shall specify
which Notes are to be redeemed. In the event of redemption of this Note, in part
only, a new Note or Notes in authorized denominations for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.

            If so specified on the face of this Note, this Note will be subject
to repayment at the option of the Holder hereof on the Optional Repayment
Date(s). Except as set forth in the next paragraph, if no Optional Repayment
Date is set forth on the face hereof, this Note may not be repaid at the option
of the Holder prior to maturity. Unless otherwise specified on the face hereof,
on and after the Optional Repayment Date, if any, from which this Note may be
repaid at the option


                                      -12-
<PAGE>

of the Holder, this Note shall be repayable in whole or in part in increments of
$1,000 (provided, unless a different minimum denomination is set forth on the
face hereof, that any remaining principal amount of this Note shall be at least
$25,000) at a repayment price equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the Optional Repayment Date.
For this Note to be repaid in whole or in part at the option of the Holder
hereof, the Trustee must receive not less than 30 nor more than 60 days prior to
the Optional Repayment Date (i) this Note with the form entitled "Option to
Elect Repayment," which appears below, duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States of America setting forth the name of
the Holder of this Note, the principal amount of this Note, the certificate
number of this Note or a description of this Note's tenor or terms, the
principal amount of this Note to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note with the
form entitled "Option to Elect Repayment," which appears below, duly completed,
will be received by the Trustee no later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter and this Note and such
form duly completed are received by the Trustee by such fifth Business Day.
Exercise of the repayment option shall be irrevocable.

            If an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the principal of all the Notes due and
payable in the manner and with the effect provided in the Indenture.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of 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 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate 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 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 or not notation of such consent or waiver is made upon this Note.

            Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or 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 time,
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 the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, and this Note duly executed by,
the Holder hereof or


                                      -13-
<PAGE>

by 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.

            Unless otherwise specified on the face hereof, the Notes are
issuable only in registered form without coupons in denominations of $25,000 or
any amount in excess thereof which is an integral multiple of $1,000. As
provided in the Indenture and subject to certain limitations therein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of
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 the 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.

            The interest rate payable with respect to this Note shall in no
event be higher than the maximum rate, if any, permitted by applicable law.

            All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.


                                      -14-
<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of 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

TEN ENT     -     as tenants by the entireties

JT TEN      -     as  joint  tenants  with  right of  survivorship  and not as
                  tenants in common

UNIF GIFT MIN ACT - ________________________ Custodian _________________________
                             (Cust)                            (Minor)

                                  Under Uniform Gifts to Minors Act

                                        ________________________________________
                                                       (State)

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

                                   ----------

                            OPTION TO ELECT REPAYMENT

            The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion thereof specified below) pursuant to its
terms on _____________, 20__ (the "Optional Repayment Date") at a price equal to
the principal amount thereof, together with interest to the Optional Repayment
Date, to the undersigned at

________________________________________________________________________________

________________________________________________________________________________
        (Please print or typewrite name and address of the undersigned.)

            For this Note to be repaid the Trustee must receive at 4 New York
Plaza, New York, New York 10004, Attention: Debt Operations -- 13th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 30 days prior to
the Optional Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.


                                      -15-
<PAGE>

            If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $______________; and specify the denomination
or denominations (which, unless a different minimum denomination is set forth on
the face hereof, shall be $25,000 or an integral multiple of $1,000 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): $________________.

Date:____________________     ________________________________________________
                              Note: The signature to this Option to Elect
                              Repayment must correspond with the same as written
                              upon the face of this Note in every particular
                              without alteration or enlargement.

                                   ----------

                                   ASSIGNMENT

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

________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________

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

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

_____________________________________________________________________ Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated: ____________________________


                                        ________________________________________


________________________________________
         (Signature Guarantee)


                                      -16-