EXHIBIT 4.2


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
THE 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, A NEW YORK
CORPORATION ("DTC"), 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 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.

REGISTERED

No. FL -                                                 CUSIP

                         THE BEAR STEARNS COMPANIES INC.

                   FLOATING RATE GLOBAL NOTE DUE JULY 27, 2012

            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 July 27, 2012 (the
"Maturity Date") and to pay interest thereon at the rate per annum equal to the
three-month European Interbank Offered Rate (EURIBOR) plus a margin of 0.30%
(the "Interest Rate") calculated in accordance with the provisions set forth on
the reverse hereof until the principal hereof is fully paid or duly made
available for payment. The Company will pay interest in Euros (computed on the
basis of a 360-day year of actual number of days) quarterly in arrears on
January 27, April 27, July 27 and October 27 of each year (each an "Interest
Payment Date") commencing with the Interest Payment Date next following the date
hereof (the "Original Issue Date") provided that, if the Original Issue Date is
later than the Regular Record Date and prior to the next succeeding Interest
Payment Date, interest shall be so payable commencing with the second Interest
Payment Date following the Original Issue Date, and on the Maturity Date or, if
applicable, the Redemption Date on said principal amount at the Interest Rate
per annum specified above. Interest on this Note will accrue from the most
recent Interest Payment Date to which interest has been paid or duly provided
for or, if no interest has been paid, from and including July 27, 2005 until the
principal hereof has been paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on the Interest Payment
Dates, will, as provided in the Indenture referred to below, 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 fifteenth day of January, April, July and October,
whether or not a Business


<PAGE>

Day, as the case may be, next preceding such Interest Payment Date; provided,
however, that interest payable on the Maturity Date or, if applicable, the
"Redemption Date" will be payable to the Person to whom the principal hereof
shall be payable; and provided, further, however, that if an Interest Payment
Date, Maturity Date or Redemption Date, would fall on a day that is not a
Business Day, such Interest Payment Date, Maturity Date or Redemption Date shall
be the following day that is a Business Day and no additional interest shall be
payable for the delay. 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. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date, Maturity
Date or Redemption 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.

            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,
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 the Euro equivalent of $10,000,000 in principal amount 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; and provided, further, however, that if Notes
are issued in certificated form upon Euroclear Bank S.A./N.A., as operator of
the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme
("Clearstream") being closed for a continuous period of 14 days and/or as
provided in the Indenture, payments of principal and interest shall be made to
the registered Holder thereof against presentation and surrender by such Holder
of its Note at the specified office of any Paying Agent, by check drawn on a
bank in New York City mailed on the Business Day immediately preceding the due
date therefor.

            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.


                                       2
<PAGE>

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

            This Note is one of a series of Securities of the Company designated
as Floating Rate Global Notes due July 27, 2012.

            Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank, N.A. (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.

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

Date:

                                       THE BEAR STEARNS COMPANIES INC.



                                       By:
                                          ------------------------------------
                                              Executive Vice President and
                                                Chief Financial Officer


ATTEST:




------------------------------------
             Secretary

[Corporate Seal]


                                       3
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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



                                       JPMORGAN CHASE BANK, N.A., as Trustee



                                       By:
                                          ------------------------------------
                                                  Authorized Signature

                                       4
<PAGE>

                                [Reverse of Note]

                         THE BEAR STEARNS COMPANIES INC.

                   FLOATING RATE GLOBAL NOTE DUE JULY 27, 2012

            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 supplemented by the
First Supplemental Indenture, dated as of January 29, 1998 (as supplemented,
herein called the "Indenture") between the Company and JPMorgan Chase Bank, N.A.
(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 Floating Rate Global
Notes due July 27, 2012 (the "Notes"). The Notes are unsecured and rank pari
passu with all other unsecured and unsubordinated indebtedness of the Company.
The Notes are not subject to a sinking fund, are not redeemable prior to
maturity except in certain limited circumstances at the option of the Company
(described below), and are not subject to repayment at the option of the Holder.
The period beginning on and including the Original Issue Date and ending on but
excluding the first Interest Payment Date and each successive period beginning
on and including an Interest Payment Date and ending on but excluding the next
succeeding Interest Payment Date is herein called an "Interest Period." The
Notes will bear interest for each Interest Period at a rate per annum equal to
EURIBOR (as defined below) plus a margin of 0.30%.

            If Euros are unavailable to the Company due to the imposition of
exchange controls or other circumstances beyond the Company's control or are no
longer used by the relevant government or for the settlement of transactions
within the international banking community, then all payments in respect of such
Note will be made in U.S. dollars until Euros are again available to the Company
or so used. If Euros are otherwise not available to make payments when due, the
amounts payable on any date in Euros will be converted into U.S. dollars on the
basis of the most recently available market exchange rate as determined by the
Calculation Agent in its sole discretion. All determinations will, in the
absence of clear error, be binding on holders of the Notes. Any payment in
respect of such Note so made in U.S. dollars will not constitute an event of
default under the applicable Indenture.


                                       5
<PAGE>

            EURIBOR will be determined by JPMorgan Chase Bank, N.A., as
calculation agent (the "Calculation Agent"), for each applicable Interest Period
in accordance with the following provisions:

            (i) For each applicable Interest Period, EURIBOR will be determined
      on the applicable Interest Determination Date (as defined below) on the
      basis of the offered rate for deposits of Euros having a maturity of three
      months, commencing on the second Target Settlement Date (as defined below)
      immediately following such Interest Determination Date, which appears on
      Telerate page 248 (or such other page as may replace Telerate page 248 for
      the purpose of displaying European interbank rates of major banks), as of
      11:00 A.M., Brussels time, on such Interest Determination Date. If no such
      rate appears on Telerate page 248 (or such other page as may replace such
      page), EURIBOR in respect of such Interest Determination Date will be
      determined as described in (ii) below.

            (ii) On any applicable Interest Determination Date on which no
      offered rates for deposits of Euros having a maturity of three months
      appear on Telerate page 248 (or such other page as may replace such page)
      as described in (i) above, EURIBOR will be determined on the basis of the
      rates at approximately 11:00 A.M., Brussels time, on such Interest
      Determination Date at which deposits in Euros having a maturity of three
      months commencing on the second Target Settlement Date immediately
      following such Interest Determination Date are offered by four major banks
      in the European interbank market selected by the Calculation Agent to
      prime banks in the European interbank market in a principal amount of not
      less than the Euro equivalent of U.S. $1,000,000 that is representative of
      a single transaction in such market at such time. The Calculation Agent
      will request the principal London office of each such bank to provide a
      quotation of its rate. If at least two such quotations are provided,
      EURIBOR in respect of such Interest Determination Date will be the
      arithmetic mean of such quotations.

            If fewer than two quotations are provided, EURIBOR in respect of
      such Interest Determination Date will be the arithmetic mean of the rates
      quoted by three major banks in The City of New York selected by the
      Calculation Agent at approximately 11:00 A.M., Brussels time, on such
      Interest Determination Date for loans in Euros to leading European banks
      having a maturity of three months commencing on the second Target
      Settlement Date immediately following such Interest Determination Date and
      in a principal amount of not less than the Euro equivalent of U.S.
      $1,000,000 that is representative for a single transaction in such market
      at such time; provided, however, that if fewer than the three major banks
      selected as aforesaid by the Calculation Agent are quoting as mentioned in
      this sentence, EURIBOR will be EURIBOR in effect on such Interest
      Determination Date.

            As used herein, the following terms shall have the following
meanings:


                                       6
<PAGE>

            "Business Day" means any day that (a) is not a Saturday or Sunday,
(b) in New York, New York, is not a day on which banking institutions generally
are authorized or required by law or executive order to close, and (c) is also a
Target Settlement Date.

            "Interest Determination Date" for any Interest Period means the
second Target Settlement Date preceding the Interest Reset Date for such
Interest Period.

            "Interest Period" means the period beginning on and including the
most recent Interest Payment Date and ending on but excluding the next Interest
Payment Date.

            "Interest Reset Date" means the Interest Payment Date on which an
Interest Period commences. If any Interest Reset Date is not a Business Day,
then the Interest Reset Date will be postponed to the next succeeding Business
Day, except that if such Business Day is in the next succeeding calendar month,
such Interest Reset Date will be the next preceding Business Day.

            "Target Settlement Date" means any day on which the Trans-European
Automated Real-time Gross settlement Express Transfer ("TARGET") system is open.
The TARGET system is a payment system composed of one real-time gross settlement
system (the "RTGS") in each of the European Union Member States plus the
European Central Bank payment mechanism (the "EPM"). These systems are
interconnected by common procedures to allow cross-border transfers throughout
the European Union to move from one system to another. The RTGS systems of
non-participating countries may also be connected, provided that they are able
to process the Euro alongside their national currency. The domestic RTGS systems
and the EPM are interconnected according to common procedures to allow
cross-border transfers throughout the European Union to move from one system to
another system.

            Each interest payment on a Note will include interest accrued to but
excluding the applicable Interest Payment Date. Accrued interest from the
Original Issue Date or from the last date to which interest has been paid will
be calculated by multiplying the face amount of a Note by an accrued interest
factor computed by multiplying the per annum rate of interest for the applicable
Interest Period by a fraction the numerator of which is the actual number of
days elapsed in such Interest Period and the denominator of which is 360. All
percentages resulting from any calculation on the Notes will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point being rounded upward (e.g., 4.876545%
(or .04876545) being rounded to 4.87655% (or .0487655)), and all Euro amounts
used in or resulting from such calculations will be rounded to the nearest Euro
cent (with one-half cent being rounded upward).

            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


                                       7
<PAGE>

Holders of the Note. At the request of any Holder, the Calculation Agent will
provide to the Holder the interest rate hereon then in effect.

            If (a) as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendment to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which is announced or
becomes effective on or after July 20, 2005, the Company determines it will be
or will become obligated to pay Additional Amounts as described below, or (b)
any act is taken by a taxing authority of the United States on or after July 20,
2005, whether such act is taken with respect to the Company or any affiliate,
that results in a substantial probability that the Company will or may be
required to pay such Additional Amounts, then the Company may, at its option,
redeem, as a whole, but not in part, the Notes on any Interest Payment Date on
not less than 30 nor more than 60 days' prior notice at a redemption price equal
to 100% of the principal amount to be redeemed, together with interest accrued
thereon to the Redemption Date; provided that the Company determines, in its
business judgment, that the obligation to pay such Additional Amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to clause
(b) above may be made unless the Company has delivered to the Trustee a written
opinion of independent legal counsel of recognized legal standing to the effect
that an act taken by a taxing authority of the United States has resulted or
will result in a substantial probability that it will or may be required to pay
the Additional Amounts as described below and that the Company is therefore
entitled to redeem the Notes pursuant to their terms.

            Subject to the exceptions and limitations set forth below, the
Company will pay as additional interest or principal, as the case may be, on the
Notes, all such Additional Amounts that are necessary in order that the net
payment by the Company or a Paying Agent of the principal of and interest on the
Notes to a person that is not a U.S. Holder, after deduction for any present or
future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided however, that the
foregoing obligation to pay Additional Amounts shall not apply:

            (1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the Holder, if the Holder is an estate, trust,
partnership or corporation for federal income tax purposes, or a person holding
a power over such an estate trust, partnership or corporation, or a person
holding a power over such an estate or trust administered by a fiduciary Holder,
being considered as:

1.    (a) being or having been present or engaged in a trade or business in the
      United States or having or having had a permanent establishment in the
      United States;

2.    (b) having a current or former connection with the United States,
      including a connection as a citizen or resident thereof;


                                       8
<PAGE>

3.    (c) being or having been a foreign or domestic personal holding company, a
      passive foreign investment company or a controlled foreign corporation
      with respect to the United States or a corporation that has accumulated
      earnings to avoid United States federal income tax;

4.    (d) being or having been a private foundation or other tax-exempt
      organization;

5.    (e) being or having been a "10-percent shareholder" of the Company as
      defined in Section 871(h)(3) of the United States Internal Revenue Code or
      any successor provision; or

6.    (f) being a bank receiving payments on an extension of credit made
      pursuant to a loan agreement entered into in the ordinary course of its
      trade or business;

            (2) to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or partnership, but only to
the extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership would not have been entitled to
the payment of an Additional Amount had the beneficiary, settlor, beneficial
owner or member received directly its beneficial or distributive share of the
payment;

            (3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any other person to
comply with certification, identification or information reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the Holder or beneficial owner of such Note, if compliance is required
by statute or regulation of the United States or of any political subdivision or
taxing authority thereof or therein, or by an applicable income tax treaty to
which the United States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;

            (4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from the payments
on or in respect of a Note;

            (5) to a tax, assessment or governmental charge that is imposed or
withheld by reason of the presentation by or on behalf of the beneficial owner
of any Note for payment on a date more than 15 days after the payment becomes
due or is duly provided for, whichever occurs later;

            (6) to an estate, inheritance, gift, sales, excise, transfer, wealth
or personal property tax or a similar tax, assessment or governmental charge;

            (7) to any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from any payment of principal of or interest on
any Note, if such payment can be made without such withholding by any other
Paying Agent; or

            (8) in the case of any combination of items (1), (2), (3), (4), (5),
(6) and (7);


                                       9
<PAGE>

nor shall Additional Amounts be paid with respect to any payment on a Note to a
Holder who is a fiduciary or partnership or other than the sole beneficial owner
of such payment to the extent such payment would be required by the laws of the
United States (or any political subdivision thereof) to be included in the
income, for tax purposes, of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner held its interest in the Note directly. For purposes
hereof, a "U.S. Holder" means a Holder that is (i) a citizen or resident of the
United States; (ii) a corporation, partnership or other business entity created
or organized in or under the laws of the United States or any State or political
subdivision thereof (including the District of Columbia); (iii) an estate the
income of which is subject to U.S. federal income taxation regardless of its
source; or (iv) a trust with respect to which a court within the United States
is able to exercise primary supervision over its administration, and one or more
United States persons have the authority to control all of its substantial
decisions.

            This Note is a registered global note which has been deposited with
a custodian for, or on behalf of, DTC and registered in the name of Cede & Co.,
DTC's nominee. Beneficial interests in this Note may be held through either DTC
(in the United States) or Clearstream or Euroclear outside the United States.

            If any Event of Default (as defined in the Indenture) 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


                                       10
<PAGE>

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 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.

            The Notes are issuable only in registered form without coupons in
denominations of (euro)50,000 and integral multiples of (euro)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 denominations 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 none of the Company,
the Trustee or any such agent shall be affected by notice of the contrary.

            All notices regarding the Notes shall be published (i) in a leading
English language daily newspaper of general circulation in London and (ii) in a
leading English language daily newspaper of general circulation in New York. It
is expected that such publication will be made in (i) the Financial Times or
another daily newspaper in London approved by the Trustee or, if this is not
possible, in one other English language daily newspaper approved by the Trustee
with general circulation in Europe and (ii) The Wall Street Journal (Eastern
Edition) in New York. Any such notice will be deemed to have been given on the
date of the first publication in all the relevant newspapers.

            Until such time as any definitive Notes are issued, so long as the
Notes are held in its or their entirety on behalf of Euroclear and/or
Clearstream and DTC, publication in such newspapers may be replaced with the
delivery of the relevant notice to Euroclear and/or Clearstream and DTC for
communication by them to the Holders of the Notes. Any such notice shall be
deemed to have been given to the Holders of the Notes on the seventh day after
the day on which the said notice was given to Euroclear and/or Clearstream or
DTC.

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


                                       11
<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.


                                       12
<PAGE>

                                   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 Notes on the books of the Company, with full power of
substitution in the premises.

Date:_______________________________



                                            ____________________________________


_______________________________________
(Signature Guarantee)


                                       13