<PAGE>

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
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.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933 (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR")
OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE
SECURITIES ACT AS IN EFFECT WITH RESPECT TO SUCH TRANSFER, RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO KELLEY OIL & GAS CORPORATION OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE
UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AT THE
TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
KELLEY OIL & GAS CORPORATION THAT SUCH 


<PAGE>
                                                                          2

TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED 
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE 
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY 
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT 
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE 
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER 
OF THIS SECURITY WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST 
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE SIDE HEREOF RELATING TO 
THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  IF 
THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER 
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND KELLEY OIL & GAS 
CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS 
EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING 
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS 
"OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS 
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  THE INDENTURE 
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER 
OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.

<PAGE>
                                                                          3

No. 1                                                          $125,000,000
                                                           CUSIP: 487906AB5
                                                         ISIN: USU24569AA04

                    10 3/8% Senior Subordinated Note Due 2006

         KELLEY OIL & GAS CORPORATION, a Delaware corporation, promises to pay
to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED TWENTY
FIVE MILLION Dollars on October 15, 2006.

         Interest Payment Dates:  April 15 and October 15.

         Record Dates:  April 1 and October 1.

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



                                  KELLEY OIL & GAS CORPORATION,
         
                                    by

                                       ------------------------------
                                       Authorized Officer
         
         
                                       ------------------------------
                                       Authorized Officer


TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

UNITED STATES                                              [Seal]
TRUST COMPANY OF NEW YORK,
  as Trustee, certifies
  that this is one of
  the Securities referred
  to in the Indenture.

by
   ------------------------------
       Authorized Signatory

         Dated:  October 29, 1996 


<PAGE>
                                                                          4

                     10 3/8% Senior Subordinated Note Due 2006


1.  INTEREST

         Kelley Oil & Gas Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; PROVIDED,
HOWEVER, that if by May 29, 1997, neither the Registered Exchange Offer is
consummated nor, if required in lieu thereof pursuant to the Registration
Agreement, the Shelf Registration Statement is declared effective by the
Commission, interest will accrue on this Security from and including such date
until such date as either the Registered Exchange Offer is consummated or the
Shelf Registration Statement is declared effective by the Commission at a rate
of 0.50% per annum in excess of the interest rate per annum shown above;
PROVIDED FURTHER, HOWEVER, that if by November 29, 1997, neither the Registered
Exchange Offer is consummated nor, if required in lieu thereof pursuant to the
Registration Agreement, the Shelf Registration Statement is declared effective
by the Commission, interest will accrue on this Security from and including such
date until such date as either the Registered Exchange Offer is consummated or
the Shelf Registration Statement is declared effective by the Commission at a
rate of 1.00% per annum in excess of the interest rate per annum shown above. 
The Company will pay interest semiannually on April 15, and October 15 of each
year.  Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from October 29, 1996. 
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.  The Company shall pay interest on overdue principal at the rate borne
by the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


2.  METHOD OF PAYMENT

         The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 1 or October 1 next preceding the interest payment date
even if Securities are canceled after the record date 


<PAGE>
                                                                          5

and on or before the interest payment date.  Holders must surrender 
Securities to a Paying Agent to collect principal payments.  The Company will 
pay principal and interest in money of the United States that at the time of 
payment is legal tender for payment of public and private debts.  Payments in 
respect of the Securities represented by a Global Security (including 
principal, premium and interest) will be made by wire transfer of immediately 
available funds to the accounts specified by The Depository Trust Company.  
The Company will make all payments in respect of a certificated Security 
(including principal, premium and interest), by mailing a check to the 
registered address of each Holder thereof; PROVIDED, HOWEVER, that payments 
on a certificated Security will be made by wire transfer to a U.S. dollar 
account maintained by the payee with a bank in the United States if such 
Holder elects payment by wire transfer by giving written notice to the 
Trustee or the Paying Agent to such effect designating such account no later 
than 30 days immediately preceding the relevant due date for payment (or such 
other date as the Trustee may accept in its discretion).

3.  PAYING AGENT AND REGISTRAR

         Initially, United States Trust Company of New York, a New York banking
corporation ("Trustee"), will act as Paying Agent and Registrar.  The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice.  The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.


4.  INDENTURE

         The Company issued the Securities under an Indenture dated as of
October 15, 1996 ("Indenture"), between the Company and the Trustee.  The terms
of the Securities 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.C. Sections  77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act").  Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture.  The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a
statement of those terms.


<PAGE>
                                                                          6

         The Securities are general unsecured obligations of the Company
limited to $125,000,000 aggregate principal amount (subject to Section 2.06 of
the Indenture).  The Indenture imposes certain limitations on the Incurrence of
Indebtedness by the Company and certain of its Subsidiaries, the payment of
dividends and other distributions on the Capital Stock of the Company and
certain of its Subsidiaries, the purchase or redemption of Capital Stock of the
Company and of certain Capital Stock of such Subsidiaries, the sale or transfer
of assets and Subsidiary stock, the creation of Liens, the entering into of
Sale/Leaseback Transactions and transactions with Affiliates.  In addition, the
Indenture limits the ability of the Company and certain of its Subsidiaries to
restrict distributions and dividends from Subsidiaries.  The Indenture also
restricts the ability of the Company and any Subsidiary Guarantor to consolidate
or merge with or into, or to transfer all or substantially all their assets to,
another person.

         The Indenture also provides that the Company shall cause each
Subsidiary Guarantor, and each Restricted Subsidiary of the Company (other than
the Programs) that has total net assets as of the end of the most recent fiscal
year (as set forth on the balance sheet of such Restricted Subsidiary prepared
in accordance with GAAP) equal to or greater than the greater of $2.5 million
and one percent (1%) of Adjusted Consolidated Net Tangible Assets as of such
date, to Guarantee the Securities pursuant to a Subsidiary Guaranty.  Any such
Subsidiary Guaranty will secure the due and punctual payment of the principal of
and interest, if any, on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise.  Any Subsidiary
Guaranty will unconditionally guarantee the Obligations on a senior subordinated
basis pursuant to the terms of the Indenture.


5. OPTIONAL REDEMPTION

         Except as set forth in the next paragraph, the Securities shall not be
redeemable at the option of the Company prior to October 15, 2001.  Thereafter,
the Securities shall be redeemable, at the Company's option, in whole or in
part, at any time or from time to time at the following redemption prices
(expressed in percentages of principal amount), plus accrued interest to the
redemption 


<PAGE>
                                                                          7

date (subject to the right of Holders of record on the relevant record date 
to receive interest due on the relevant interest payment date), if redeemed 
during the 12-month period commencing on October 15 of the years set forth 
below:

     Period                                Percentage 
     ------                                ----------

     2001. . . . . . . . . . . . . . . .   105.188% 

     2002. . . . . . . . . . . . . . . .   102.594% 

     2003 and thereafter . . . . . . . .   100.000% 


         In addition, at any time and from time to time prior to October 15,
1999, the Company may redeem in the aggregate up to 35% of the principal amount
of Securities with the proceeds of one or more Equity Offerings following which
there is a Public Market, at a redemption price (expressed as a percentage of
principal amount) of 110.375% plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); PROVIDED, HOWEVER,
that either at least $75.0 million aggregate principal amount of Securities must
remain outstanding after each such redemption or such redemption must retire the
Securities in their entirety.


6.  NOTICE OF REDEMPTION

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at his registered address.  Securities in denominations larger than $1,000 may
be redeemed in part but only in whole multiples of $1,000.  If money sufficient
to pay the redemption price of and accrued interest on all Securities (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


<PAGE>
                                                                          8

7.  PUT PROVISIONS  

         Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions, to cause the Company to repurchase all or
any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued interest
to the date of repurchase (subject to the right of holders of record on the
relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.


8.  SUBORDINATION

         The Securities are subordinated to Senior Indebtedness, as defined in
the Indenture.  To the extent provided in the Indenture, Senior Indebtedness
must be paid before the Securities may be paid.  The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.


9.  DENOMINATIONS; TRANSFER; EXCHANGE

         The Securities are in registered form without coupons in denominations
of $1,000 (or in the case of Definitive Securities sold to institutional
accredited investors as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, minimum denominations of $250,000) and whole multiples of
$1,000.  A Holder may transfer or exchange Securities in accordance with the
Indenture.  The Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.  The Registrar need not register
the transfer of or exchange any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not
to be redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.

<PAGE>
                                                                          9


10.  PERSONS DEEMED OWNERS

         The registered Holder of this Security may be treated as the owner of
it for all purposes.


11.  UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person.  After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.


12.  DISCHARGE AND DEFEASANCE

         Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.


13.  AMENDMENT, WAIVER

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the Securities then
outstanding and (ii) any default or noncompliance with any provisions may be
waived with the written consent of the Holders of at least a majority in
principal amount of the Securities then outstanding.  Subject to certain
exceptions set forth in the Indenture, without notice to or the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities (provided that
the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code), or to make any
change to the subordination provisions of the Indenture that would limit or
terminate the benefits 

<PAGE>
                                                                          10

available to any holder of Senior Indebtedness (or its Representative), or to 
add guarantees with respect to the Securities, or to secure the Securities, 
or to add to the covenants of the Company for the benefit of the Holders, or 
to surrender any right or power conferred on the Company, or to make any 
change that does not adversely affect the rights of any Securityholder, or to 
comply with any requirement of the SEC in connection with qualifying the 
Indenture under the Act.  No amendment may be made to the subordination 
provisions of the Indenture that adversely affects the rights of any holder 
of Senior Indebtedness then outstanding unless the holders of such Senior 
Indebtedness (or their representative) consent to such change.

14.  DEFAULTS AND REMEDIES

         Under the Indenture, Events of Default include (i) default for 30 days
in payment of interest on the Securities when due; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
or 6 of the Securities, upon declaration or otherwise, or failure by the Company
to redeem or purchase Securities when required; (iii) failure by the Company to
comply with its obligations under certain covenants, (iv) failure by the Company
to comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (v) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company or any Significant Subsidiary (other than Limited
Recourse Indebtedness) if the amount accelerated (or so unpaid) exceeds
$10.0 million; (vi) certain events of bankruptcy, insolvency or reorganization
with respect to the Company or a Significant Subsidiary; (vii) any judgment or
decree for the payment of money in excess of $10.0 million is rendered against
the Company or a Significant Subsidiary, remains outstanding for a period of 60
days following such judgment or decree and is not discharged, waived or stayed
within 10 days after notice or (viii) a Subsidiary Guaranty ceases to be in full
force and effect (other than in accordance with the terms of such Subsidiary
Guaranty) or a Subsidiary Guarantor denies or disaffirms its obligations under
its Subsidiary Guaranty if such default continues for a period of 10 days after
notice thereof to the Company.  If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the
outstanding Securities may declare the principal of and 


<PAGE>
                                                                          11

accrued but unpaid interest on all the Securities to be due and payable 
immediately.  Certain events of bankruptcy, insolvency or reorganization are 
Events of Default which will result in the Securities being due and payable 
immediately upon the occurrence of such Events of Default.  A default under 
clauses (iii) (except for the covenants referred to in the preceding 
sentence), (iv), (vii) or (viii) will not constitute an Event of Default 
until the Trustee or the Holders of 25% in principal amount of the 
outstanding Securities notifies the Company of the default and the Company 
does not cure such default within the time specified after receipt of such 
notice.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.  Subject
to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.


15.  TRUSTEE DEALINGS WITH THE COMPANY

         Subject to certain limitations imposed by the Act,  the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.


16.  NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company
or the Trustee shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  By accepting a Security,
each Securityholder waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of the Securities.


<PAGE>
                                                                          12

17.  AUTHENTICATION

         This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.


18.  ABBREVIATIONS

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


19.  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 Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


20.  HOLDERS' COMPLIANCE WITH REGISTRATION AGREEMENT

         Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.

21.  GOVERNING LAW

         THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

<PAGE>
                                                                          13

         The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture.  Requests may
be made to:

         Kelley Oil & Gas Corporation
         601 Jefferson, Suite 1100
         Houston, Texas 77002
         Attention of Manager, Investor Relations
<PAGE>
                                                                          14

                                  ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


and irrevocably appoint                           agent to transfer this
Security 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 other side of this Security.

Signature Guarantee:    _______________________________________________________
                        (Signature must be guaranteed by an "eligible guarantor
                        institution", that is, a bank, stockbroker, saving and
                        loan association or credit union meeting the
                        requirements of the Registrar, which requirements
                        include membership or participation in the Securities
                        Transfer Agents Medallion Program ("STAMP") or such
                        other "signature guarantee program" as may be
                        determined by the Registrar in addition to, or in
                        substitution for, STAMP, all in accordance with the
                        Securities Exchange Act of 1934, as amended.)


<PAGE>
                                                                          15

                      CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                  OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES


         In connection with any transfer of any of the Securities evidenced by
this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its
terms:

CHECK ONE BOX BELOW: 

    (1)  / /  to the Company or any of its Subsidiaries; or

    (2)  / /  pursuant to an effective registration statement under the
                   Securities Act of 1933; or

    (3)  / /  inside the United States to a "qualified institutional buyer" (as
              defined in Rule 144A under the Securities Act of 1933) that
              purchases for its own account or for the account of a qualified
              institutional buyer to whom notice is given that such transfer is
              being made in reliance on Rule 144A, in each case pursuant to and
              in compliance with Rule 144A under the Securities Act of 1933; or

    (4)  / /  inside the United States to an institutional "accredited
              investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
              Regulation D under the Securities Act of 1933) that, prior to
              such transfer, furnishes to the Trustee a signed letter
              containing certain representations and agreements (the form of
              which letter can be obtained from the Trustee) and, if such
              transfer is in respect of an aggregate principal amount of
              Securities at the time of transfer of less than $250,000, an
              opinion of counsel acceptable to the Company that such transfer
              is in compliance with the Securities Act of 1933; or

<PAGE>
                                                                          16

    (5)  / /  outside the United States in an offshore transaction within the
              meaning of Regulation S under the Securities Act in compliance
              with Rule 904 under the Securities Act of 1933; or

    (6)  / /  pursuant to another available exemption from registration
              provided by Rule 144 under the Securities Act of 1933.

    Unless one of the boxes is checked, the Trustee will refuse to register any
    of the Securities evidenced by this certificate in the name of any person
    other than the registered holder thereof; PROVIDED, HOWEVER, that if box
    (4) or (5) is checked, the Trustee may require, prior to registering any
    such transfer of the Securities, such legal opinions, certifications and
    other information as the Company has reasonably requested to confirm that
    such transfer is being made pursuant to an exemption from, or in a
    transaction not subject to, the registration requirements of the Securities
    Act of 1933, such as the exemption provided by Rule 144 under such Act.




                        ------------------------------------
                                     Signature

Signature Guarantee:    -------------------------------------------------------
                        (Signature must be guaranteed by an "eligible guarantor
                        institution", that is, a bank, stockbroker, saving and
                        loan association or credit union meeting the
                        requirements of the Registrar, which requirements
                        include membership or participation in the Securities
                        Transfer Agents Medallion Program ("STAMP") or such
                        other "signature guarantee program" as may be
                        determined by the Registrar in addition to, or in
                        substitution for, STAMP, all in accordance with the
                        Securities Exchange Act of 1934, as amended.)

<PAGE>
                                                                          17

               [TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED]

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


Dated: 
       -------------------   -----------------------------------------------
                             NOTICE:  To be executed by
                                      an executive officer



<PAGE>
                                                                          18

                      OPTION OF HOLDER TO ELECT PURCHASE

         If you elect to have this Security purchased by the Company pursuant
to Section 4.06 or 4.08 of the Indenture, check the box:

                         /  /

         If you elect to have only part of this Security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box and
state the amount in principal amount at maturity:

                         /  /    $ 
                                   ---------------------------


Date:                    Your Signature:                          
      -----------------                  -------------------------
                                         (Sign exactly as your name appears on
                                         the other side of this Security.)

Signature Guarantee:   
                        -------------------------------------------------------
                        (Signature must be guaranteed by an "eligible guarantor
                        institution", that is, a bank, stockbroker, saving and
                        loan association or credit union meeting the
                        requirements of the Registrar, which requirements
                        include membership or participation in the Securities
                        Transfer Agents Medallion Program ("STAMP") or such
                        other "signature guarantee program" as may be
                        determined by the Registrar in addition to, or in
                        substitution for, STAMP, all in accordance with the
                        Securities Exchange Act of 1934, as amended.) 


<PAGE>
                                                                          19

                 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

    The following increases or decreases in this Global Security have been 
made:

<TABLE>

<S>             <C>                 
                                                            Principal Amount
                  Amount of decrease   Amount of increase    at Maturity of        Signature of
                      in Principal        in Principal        this Global       authorized officer
                  Amount at Maturity       Amount at       Security following      of Trustee or
                    of this Global      Maturity of this    such decrease or        Securities
Date of Exchange       Security          Global Security        increase            Custodian
----------------   ----------------     ----------------    ----------------     ----------------


</TABLE>