<PAGE>
                                                                     EXHIBIT 4.4

                             [FORM OF FACE OF NOTE]

            THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(c) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

            THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT, OR OTHER SECURITIES
LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR
TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, REFERRED TO AS THE RESALE
RESTRICTION TERMINATION DATE, OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
(A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, 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 INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
<PAGE>
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY,
THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (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 CERTIFICATION OF TRANSFER
IN THE FORM REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THIS
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


                                      -2-
<PAGE>
                                                            CUSIP NO. __________
                                                                 ISIN __________

No. ___________                                                 $ ______________

                      6-7/8% Senior Secured Notes Due 2008

            PG&E Corporation, a California corporation, promises to pay to Cede
& Co., or registered assigns, the principal sum of _________ Dollars on July 15,
2008.

<TABLE>
<S>                                       <C>
Interest Payment Dates:                   January 15 and July 15

Record Dates:                             January 1 and July 1
</TABLE>

      Additional provisions of this Note are set forth on the other side of this
Note.

Dated: July 2, 2003

                                        PG&E CORPORATION

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

BANK ONE, N.A.

     as Trustee, certifies that this
         is one of the Notes referred
         to in the Indenture.

By:
   ---------------------------------
          Authorized Signatory


                                      -3-
<PAGE>
                         [FORM OF REVERSE SIDE OF NOTE]

                       6-7/8% Senior Secured Note due 2008

            Capitalized terms used herein will have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

      1. Interest. PG&E Corporation, a California corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 6-7/8% per
annum from July 2, 2003 until maturity and will pay the Additional Interest, if
any, payable pursuant to Section 5 of the Registration Rights Agreement referred
to below. The Company will pay interest and Additional Interest, if any,
semi-annually on January 15 and July 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"), with the same force and effect as if made on the date for such payment.
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from July 2, 2003; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest will accrue from such next succeeding
Interest Payment Date; provided, further, that the first Interest Payment Date
will be January 15, 2004. The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is the then
applicable interest rate on the Notes to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

      2. Method Of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest, if any, to the Persons who are
registered Holders of Notes at the close of business on the January 1 and July 1
(whether or not a Business Day) next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. The Notes will be payable as to principal, premium and
Additional Interest, if any, and interest at the office or agency of the Company
maintained for such purpose within The City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their respective addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium and Additional Interest on, all Global Notes and all other Notes the
Holders of which have provided wire transfer instructions to the Company or the
Paying Agent if such Holders are registered Holders of at least $250,000 in
principal amount of the Notes. Such payment will be 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.

      3. Paying Agent And Registrar. Initially, Bank One, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.


                                      -4-
<PAGE>
      4. Indenture. The Company issued the Notes under an Indenture dated as of
July 2, 2003 ("Indenture") between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture will govern and be
controlling.

      5. Optional Redemption.

            (a) Except as set forth in clause (b) and (c) of this paragraph 5,
the Notes will not be redeemable at the Company's option prior to July 15, 2006.
Thereafter, the Company may redeem all or a part of the Notes upon not less than
30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on July 15th of the
years indicated below:

<TABLE>
<CAPTION>
YEAR                                                            PERCENTAGE
----                                                            ----------
<S>                                                             <C>
2006....................................................         103.438%
2007....................................................         101.719%
</TABLE>

            (b) Notwithstanding the foregoing, at any time prior to July 15,
2006, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of the Notes issued under the Indenture at a
redemption price of 106.875% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest thereon, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings by the Company;
provided that at least 65% of the aggregate principal amount of Notes issued
under the Indenture remains outstanding immediately after the occurrence of each
such redemption (excluding Notes held by the Company and its Subsidiaries); and
provided, further, that any such redemption occurs within 120 days of the date
of the closing of such Equity Offering.

            (c) At any time and from time to time prior to July 15, 2006, the
Company may, at its option, redeem all or a portion of the Notes at the
Make-Whole Price plus accrued and unpaid interest to the redemption date.

      6. Mandatory Redemption.

            Except as set forth in paragraph 7 below, the Company will not be
required to make mandatory redemption payments with respect to the Notes.

      7. Repurchase At Option Of Holder.

            (a) If there is a Change of Control, Spin-Off or Reorganization
Event, the Company will be required to make an offer (a "Change of Control
Offer") to repurchase all or any part (equal to $1,000 or an integral multiple
of $1,000 thereof) of each Holder's Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Interest, if any, to the date of the purchase (the "Change of
Control Payment").


                                      -5-
<PAGE>
Within 30 days following any Change of Control or no sooner than 60 days prior
to and no later than 30 days following a Spin-Off or Reorganization Event, as
the case may be, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control, Spin-Off or
Reorganization Event, as the case may be, and offering to repurchase Notes on
the date specified in the notice, which date will be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures required by the Indenture and
described in such notice.

            (b) If the Net Proceeds of any Asset Sales consummated by the
Company or a Restricted Subsidiary are not applied or invested as provided in
Section 4.10(b) of the Indenture, such Net Proceeds will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $30.0 million,
the Company will commence an offer to all Holders of Notes and all holders of
other secured Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture, to purchase the maximum principal
amount of Notes (in integral multiples of $1,000) and such other secured pari
passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount of Notes and
other secured pari passu Indebtedness to be purchased or the lesser amount
required under agreements governing such other secured pari passu Indebtedness,
plus accrued and unpaid interest and Additional Interest, if any, to the date of
purchase. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
other secured pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee will select the Notes and
such other secured pari passu Indebtedness to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.

      8. Notice Of Redemption. Notice of redemption will be mailed by first
class mail at least 30 days but not more than 60 days before the redemption date
to each Holder whose Notes are to be redeemed at its registered address. Notes
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date, interest ceases to accrue on Notes
or portions thereof called for redemption.

      9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.


                                      -6-
<PAGE>
      10. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.

      11. Amendment, Supplement And Waiver. Subject to certain exceptions, the
Indenture, the Pledge Agreements or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Pledge Agreements or the
Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation or sale of all or
substantially all of the Company's assets in accordance with the Indenture, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture or the Pledge Agreements of any such Holder, to provide for the
issuance of Additional Notes in accordance with the terms of the Indenture, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, or to evidence and
provide for the acceptance and appointment under the Indenture of a successor
Trustee pursuant to the procedures set forth in the Indenture.

      12. Defaults and Remedies. An "Event of Default" occurs if: (i) default
for 30 days in the payment when due of interest on, or Additional Interest with
respect to, the Notes; (ii) default in payment when due of the principal of, or
premium, if any, on the Notes; (iii) failure by the Company or any of its
Restricted Subsidiaries to comply with the covenants contained in Sections 4.10,
4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its
Restricted Subsidiaries for 60 days after notice to comply with any of the other
covenants or agreements of the Indenture; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default is caused by a failure to pay principal of, or interest or premium, if
any, on such Indebtedness prior to the expiration of the grace period provided
in such Indebtedness on the date of such default (a "Payment Default") or
results in the acceleration of such Indebtedness prior to its Stated Maturity
and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$50.0 million or more; (vi) failure by the Company or any of its Subsidiaries to
pay final judgments aggregating in excess of $50.0 million, which judgments are
not paid, discharged or stayed for a period of 60 days; (vii) (a) except as
permitted by the Pledge Agreements, any amendments thereto and the provisions of
the Indenture or other than as a result of a Reorganization Event, either of the
Pledge Agreements ceases to be in full force and effect or ceases to be
effective, in all material respects, to create the Lien purported to be created
in the Collateral in favor of the Holders for 60 days after notice, (b) the
Company challenges the Lien on the Collateral under the Pledge Agreements prior
to the time that the Collateral is to be released to the Company or (c) the
Company asserts that either of the Pledge Agreements is invalid and
unenforceable, other than in accordance with its terms; or (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries


                                      -7-
<PAGE>
or any group of Restricted Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary.

            If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all outstanding Notes to be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, all outstanding Notes
will become due and payable without further action or notice. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes shall have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest, except with respect to a Default
or Event of Default relating to the payment of principal of, or interest or
premium of Additional Interest, if any, on, the Notes.

            The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may, on behalf of the Holders of all
of the Notes, waive any existing Default or Event of Default and its
consequences under the Indenture, except a continuing Default or Event of
Default in the payment of principal of, or interest or premium or Additional
Interest, if any, on, the Notes; provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, if the rescission would not conflict with
any judgment or decree or if all existing Events of Default have been cured or
waived.

      13. Trustee Dealings With Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.

      14. No Recourse Against Others. A director, officer, employee,
incorporator or shareholder of the Company or any director, officer, employee or
incorporator of any Subsidiary of the Company, as such, will not have any
liability for any obligations of the Company under the Notes, the Indenture, the
Pledge Agreements or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

      15. Authentication. This Note will not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

      16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by
the entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors Act).

      17. Additional Rights Of Holders Of Transfer Restricted Securities. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transferred Restricted


                                      -8-
<PAGE>
Securities will have all the rights set forth in the Registration Rights
Agreement dated as of July 2, 2003, between the Company and the parties named on
the signature pages thereof, or, with respect to any Additional Notes, Holders
of Transfer Restricted Securities will have all the rights set forth in one or
more registration rights agreements between the Company and the other parties
thereto, relating to rights given by the Company to the purchasers of Additional
Notes (collectively, the "Registration Rights Agreement").

      18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      19. Governing Law. This Note will be governed by, and construed in
accordance with, the laws of the State of New York.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                      PG&E Corporation
                      One Market, Spear Tower, Suite 2400
                      San Francisco, California  94105
                      Attention: Chief Counsel - Corporate (Fax: (415) 817-8225)


                                      -9-
<PAGE>
                                 ASSIGNMENT FORM

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

--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

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


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


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

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


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

Date:
     ---------------------------

                                  Your Signature:
                                                  ------------------------------
                                                  (Sign exactly as your name
                                                  appears on the face of this
                                                  Note)

Signature Guarantee.


                                      -10-
<PAGE>
                       Option of Holder to Elect Purchase

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the box below:

      [ ] Section 4.10           [ ] Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $______________

Date:                               Your Signature:
     ---------------------                         -----------------------------
                                                   (Sign exactly as your name
                                                   appears on the Note)

                                    Tax Identification No.:
                                                           ---------------------

Signature Guarantee.


                                      -11-
<PAGE>
              Schedule of Exchanges of Interests in the Global Note

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                          Principal Amount of
                                                                           this Global Note         Signature of
                           Amount of Decrease    Amount of Increase in      following such       Authorized Officer
                           in Principal Amount    Principal Amount of          Decrease          of Trustee or Note
    Date of Exchange       of this Global Note      this Global Note         (or Increase)            Custodian
    ----------------       -------------------      ----------------         -------------            ---------
<S>                        <C>                   <C>                      <C>                    <C>


</TABLE>


                                      -12-