<PAGE>
                                                                     EXHIBIT 4.5

                         RULE 144A BOOK - ENTRY SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, ROOM 234, NEW YORK, NEW YORK
10041) 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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 HEREIN.

                                                                Principal Amount

RULE 144A - 1

                                               $499,200,000, which amount may be
                                          increased or decreased by the Schedule
                  of Increases and Decreases in Global Security attached hereto.

                       ENTERPRISE PRODUCTS OPERATING L.P.

                      6.875% SERIES A SENIOR NOTES DUE 2033

                                                               CUSIP 293791 AE 9

      ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership (the
"Company," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or its
registered assigns, the principal sum of Four Hundred Ninety-Nine Million Two
Hundred Thousand ($499,200,000) U.S. dollars, or such greater or lesser
principal sum as is shown on the attached Schedule of Increases and Decreases in
Global Security, on March 1, 2033 in such coin and currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest at an annual rate of 6.875%
payable on March 1 and September 1 of each year, to the person in whose name the
Security is registered at the close of business on the record date for such
interest, which shall be the preceding February 15 and August 15 (each, a
"Regular Record Date"), respectively, payable commencing on September 1, 2003,
with interest accruing from February 14, 2003, or the most recent date to which
interest shall have been paid.
<PAGE>
      Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

      The statements in the legends set forth above are an integral part of the
terms of this Security and by acceptance hereof the Holder of this Security
agrees to be subject to, and bound by, the terms and provisions set forth in
each such legend.

      This Security is issued in respect of a series of Debt Securities of an
initial aggregate of $500,000,000 in principal amount designated as the 6.875%
Series A Senior Notes due 2033 of the Company and is governed by the Indenture
dated as of March 15, 2000, duly executed and delivered by the Company, as
issuer, and Enterprise Products Partners L.P., as guarantor (the "Guarantor"),
to Wachovia Bank, National Association, as successor to First Union National
Bank, as trustee (the "Trustee"), as supplemented by the Second Supplemental
Indenture dated as of February 14, 2003, duly executed by the Company, the
Guarantor and the Trustee (the "Second Supplemental Indenture", and together
with the Indenture, the "Indenture"). The terms of the Indenture are
incorporated herein by reference. This Security shall in all respects be
entitled to the same benefits as definitive Securities under the Indenture.

      If and to the extent any provision of the Indenture limits, qualifies or
conflicts with any other provision of the Indenture that is required to be
included in the Indenture or is deemed applicable to the Indenture by virtue of
the provisions of the Trust Indenture Act of 1939, as amended (the "TIA"), such
required provision shall control.

      The Company hereby irrevocably undertakes to the Holder hereof to exchange
this Security in accordance with the terms of the Indenture without charge.

THE ISSUANCE AND SALE OF THIS SECURITY (AND ANY GUARANTEE HEREOF) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS AND NEITHER THIS SECURITY (NOR ANY GUARANTEE
HEREOF) NOR ANY INTEREST OR PARTICIPATION HEREIN (OR THEREIN) MAY BE OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS.

THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, AGREES FOR THE BENEFIT OF
THE ISSUER THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE THERETO
UNDER RULE 144(K) UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY
(THE "RESALE RESTRICTION TERMINATION DATE") OTHER THAN (1) TO THE ISSUER OR ITS
SUBSIDIARIES, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF
RULE 144A PURCHASING FOR


                                       2
<PAGE>
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH
CASE TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR
ON THE CERTIFICATE OF TRANSFER, IF APPLICABLE), (3) TO A NON-"U.S. PERSON" IN AN
"OFFSHORE TRANSACTION" (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER,
IF APPLICABLE), (4) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF $1,000, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO EACH OF THE FOREGOING CASES TO
ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF
SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL,
AND SUBJECT TO THE RIGHT OF THE ISSUER OR THE TRUSTEE FOR THE SECURITIES PRIOR
TO ANY SUCH SALE, PLEDGE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER ON OR AFTER THE
RESALE RESTRICTION TERMINATION DATE.

      This Security shall not be valid or become obligatory for any purpose
until the Trustee's Certificate of Authentication hereon shall have been
manually signed by the Trustee under the Indenture.


                                       3
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by its sole General Partner.

Dated: February 14, 2003

                                        ENTERPRISE PRODUCTS OPERATING L.P.

                                        By: Enterprise Products GP, LLC,
                                            its General Partner


                                        By: /s/ Richard H. Bachmann
                                            ------------------------------------
                                            Name:  Richard H. Bachmann
                                            Title: Executive Vice President

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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

                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Trustee


                                        By: /s/ Kevin M. Dobrava
                                            ------------------------------------
                                            Authorized Signatory


                                       4
<PAGE>
                    REVERSE OF RULE 144A BOOK-ENTRY SECURITY

                       ENTERPRISE PRODUCTS OPERATING L.P.

                      6.875% SERIES A SENIOR NOTES DUE 2033

      This Security is one of a duly authorized issue of unsecured debentures,
notes or other evidences of indebtedness of the Company (the "Debt Securities")
of the series hereinafter specified, all issued or to be issued under and
pursuant to the Indenture, to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company, the Guarantor and the Holders
of the Debt Securities. The Debt 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 sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Indenture. This Security is one of a series
designated as the 6.875% Series A Senior Notes due 2033 of the Company, in
initial aggregate principal amount of $500,000,000 (the "Securities").

      1. Interest.

      The Company promises to pay interest on the principal amount of this
Security at the rate of 6.875% per annum.

      The Company will pay interest semi-annually on March 1 and September 1 of
each year (each an "Interest Payment Date"), commencing September 1, 2003.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
February 14, 2003. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The Company shall pay interest (including
post-petition interest in any proceeding under any applicable bankruptcy laws)
on overdue installments of interest (without regard to any applicable grace
period) and on overdue principal and premium, if any, from time to time on
demand at the same rate per annum, in each case to the extent lawful.

      2. Method of Payment.

      The Company shall pay interest on the Securities (except Defaulted
Interest) to the persons who are the registered Holders at the close of business
on the Regular Record Date immediately preceding the Interest Payment Date. Any
such interest not so punctually paid or duly provided for ("Defaulted Interest")
may be paid to the persons who are registered Holders at the close of business
on a special record date for the payment of such Defaulted Interest, or in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may then be listed if such manner of payment
shall be deemed practicable by the Trustee, as more fully provided in the
Indenture. The Company shall pay principal, premium, if any, and interest in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for payment of public and private debts. Payments in
respect of a Global Security (including principal, premium, if any, and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by the Depositary.


                                       5
<PAGE>
Payments in respect of Securities in definitive form (including principal,
premium, if any, and interest) will be made at the office or agency of the
Company maintained for such purpose within the Borough of Manhattan, The City of
New York, which initially will be at the corporate trust office of the Trustee
located at 1 Penn Plaza, Suite 1414, New York, New York 10119, or, at the option
of the Company, payment of interest may be made by check mailed to the Holders
on the relevant record date at their addresses set forth in the Debt Security
Register of Holders. The Holder must surrender this Security to a paying agent
to collect payment of principal.

      3. Paying Agent and Registrar.

      Initially, Wachovia Bank, National Association will act as paying agent
and Registrar. The Company may change any paying agent or Registrar at any time
upon notice to the Trustee and the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as paying agent or
Registrar.

      4. Indenture.

      This Security is one of a duly authorized issue of Debt Securities of the
Company issued and to be issued in one or more series under the Indenture.

      Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Securities include those stated in
the Indenture as originally executed, those made part of the Indenture by
reference to the TIA, as in effect on the date of the Indenture, and those terms
stated in the Second Supplemental Indenture. The Securities are subject to all
such terms, and Holders of Securities are referred to the Indenture as
originally executed, the Second Supplemental Indenture and the TIA for a
statement of such terms. The Securities of this series are general unsecured
obligations of the Company limited to an initial aggregate principal amount of
$500,000,000; provided, however, that the authorized aggregate principal amount
of such series may be increased from time to time as provided in the Second
Supplemental Indenture.

      5. Redemption.

      The Securities are redeemable, at the option of the Company, at any time
in whole, or from time to time in part, at a redemption price (the "Make-Whole
Price") equal to the greater of: (i) 100% of the principal amount of the
Securities to be redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest (at the rate in effect on
the date of calculation of the redemption price) on the Securities (exclusive of
interest accrued to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Yield plus 35 basis points; plus, in either case,
accrued interest to the Redemption Date.

      Securities called for redemption become due on the Redemption Date.
Notices of redemption will be mailed at least 30 but not more than 60 days
before the Redemption Date to each Holder of the Securities to be redeemed at
its registered address. The notice of redemption for the Securities will state,
among other things, the amount of Securities to be redeemed, the Redemption
Date, the Make-Whole Price and the place(s) that payment will be made upon
presentation and surrender of Securities to be redeemed. Unless the Company
defaults in


                                       6
<PAGE>
payment of the Make-Whole Price, interest will cease to accrue on any Securities
that have been called for redemption at the Redemption Date. If less than all
the Securities are redeemed at any time, the Trustee will select the Securities
to be redeemed on a pro rata basis or by any other method the Trustee deems fair
and appropriate.

      For purposes of determining the Make-Whole Price, the following
definitions are applicable:

      "Treasury Yield" means, with respect to any Redemption Date applicable to
the Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the third Business Day immediately preceding such
Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for the Redemption Date.

      "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
terms of the Securities; provided, however, that if no maturity is within three
months before or after the maturity date for the Securities, yields for the two
published maturities most closely corresponding to such United States Treasury
security will be determined and the treasury rate will be interpolated or
extrapolated from those yields on a straight line basis rounding to the nearest
month.

      "Independent Investment Banker" means Wachovia Securities, Inc. (and its
successors), or, if such firm is unwilling or unable to select the applicable
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee and reasonably acceptable to the
Company.

      "Comparable Treasury Price" means, with respect to any Redemption Date,
(a) the bid price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) at 4:00 p.m. on the third Business Day preceding the
Redemption Date, as set forth on "Telerate Page 500" (or such other page as may
replace Telerate Page 500), or (b) if such page (or any successor page) is not
displayed or does not contain such bid prices at such time, the average of the
Reference Treasury Dealer Quotations obtained by the Trustee for the Redemption
Date.

      "Reference Treasury Dealer" means (a) Wachovia Securities, Inc. (and its
successors) and (b) one other primary U.S. government securities dealer in New
York City selected by the Independent Investment Banker (each, a "Primary
Treasury Dealer"); provided, however, that if either of the foregoing shall
cease to be a Primary Treasury Dealer, the Issuer will substitute therefor
another Primary Treasury Dealer.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Securities, an
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Securities (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference


                                       7
<PAGE>
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.

      Except as set forth above, the Securities will not be redeemable prior to
their Stated Maturity and will not be entitled to the benefit of any sinking
fund.

      The Securities may be redeemed in part in multiplies of $1,000 only. Any
such redemption will also comply with Article III of the Indenture.

      6. Denominations; Transfer; Exchange.

      The Securities are to be issued in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer of, or exchange, Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

      7. Persons Deemed Owners.

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

      8. Amendment; Supplement; Waiver.

      Subject to certain exceptions, the Indenture may be amended or
supplemented, and any existing Event of Default or compliance with any provision
may be waived, with the consent of the Holders of a majority in principal amount
of the Outstanding Debt Securities of each series affected. Without consent of
any Holder of a Security, the parties thereto may amend or supplement the
Indenture to, among other things, cure any ambiguity or omission, to correct any
defect or inconsistency, or to make any other change that does not adversely
affect the rights of any Holder of a Security. Any such consent or waiver by the
Holder of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Security and any Securities which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Security or such other Securities.

      9. Defaults and Remedies.

      If an Event of Default with respect to the Securities occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Securities then Outstanding may declare the
principal amount of all the Securities to be due and payable immediately in the
manner and with the effect provided in the Indenture. Notwithstanding the
preceding sentence, however, if at any time after such a declaration of
acceleration has been made and before judgment or decree for payment of the
money due has been obtained by the Trustee as provided in the Indenture, the
Holders of a majority in principal amount of the Outstanding Securities, by
written notice to the Trustee, may rescind and annul such declaration and its
consequences if all Events of Default under the Indenture with respect to the
Securities, other than the nonpayment of the principal or interest which has
become due solely by such declaration acceleration, shall have been cured or
shall have been waived. No


                                       8
<PAGE>
such rescission shall affect any subsequent default or shall impair any right
consequent thereon. Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power.

      10. Registration Rights.

      The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement (the "Registration Rights Agreement") dated as of
February 14, 2003, by and among the Company, the Guarantor and the Initial
Purchasers named therein. In certain events, the Company shall be required to
pay to each affected Holder additional interest on the Securities, on the terms
and subject to the conditions of the Registration Rights Agreement.

      11. Trustee Dealings with Company.

      The Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or
its Affiliates or any subsidiary of the Company's Affiliates, and may otherwise
deal with the Company or its Affiliates as if it were not the Trustee.

      12. Authentication.

      This Security shall not be valid until the Trustee signs the certificate
of authentication on the other side of this Security.

      13. Abbreviations and Defined Terms.

      Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (tenant 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).

      14. CUSIP Numbers.

      Pursuant to a recommendation promulgated by the Committee on Uniform Note
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such number as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

      15. Absolute Obligation.

      No reference herein to the Indenture and no provision of this Security or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.


                                       9
<PAGE>
      16. No Recourse.

      The General Partner and its directors, officers, employees and members, as
such, shall have no liability for any obligations of the Guarantor or the Issuer
under the Securities, the Indenture or the Guarantee or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting the Securities waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Securities.

      17. Governing Law.

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

      18. Guarantee.

      The Securities are fully and unconditionally guaranteed on an unsecured,
unsubordinated basis by the Guarantor as set forth in Article XIV of the
Indenture, as noted in the Notation of Guarantee to this Security.


                                       10
<PAGE>
                              NOTATION OF GUARANTEE

      The Guarantor (which term includes any successor person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Securities and all other amounts due and payable under the Indenture and
the Securities by the Company.

      The obligations of the Guarantor to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article XIV of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.

                                        ENTERPRISE PRODUCTS PARTNERS L.P.

                                        By: Enterprise Products GP, LLC,
                                             its General Partner


                                        By:        /s/ Richard H. Bachmann
                                            ------------------------------------
                                            Name:  Richard H. Bachmann
                                            Title: Executive Vice President


                                       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:

<TABLE>
<S>                                         <C>
TEN COM  - as tenants in common             UNIF GIFT MIN ACT - ________________
                                                                     (Cust.)
TEN ENT  - as tenants by entireties         Custodian for: _____________________
                                                                  (Minor)
                                            under Uniform Gifts to
 JT TEN  - as joint tenants with right of   Minors Act of ______________________
           survivorship and not as                                (State)
           tenants in common
</TABLE>

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

                                   ----------

                                   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 type name and address including postal zip code of assignee

________________________________________________________________________________

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

________________________________________________________________________________
to transfer said Security on the books of the Company, with full power of
substitution in the premises.


Dated _______________________           ________________________________________
                                                         Registered Holder


                                       12
<PAGE>
                       SCHEDULE OF INCREASES OR DECREASES
                               IN GLOBAL SECURITY

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

<TABLE>
<CAPTION>
                        AMOUNT OF            AMOUNT OF        PRINCIPAL AMOUNT
                       DECREASE IN          INCREASE IN        OF THIS GLOBAL         SIGNATURE OF
                        PRINCIPAL        PRINCIPAL AMOUNT    SECURITY FOLLOWING    AUTHORIZED OFFICER
                      AMOUNT OF THIS          OF THIS           SUCH DECREASE         OF TRUSTEE OR
DATE OF EXCHANGE     GLOBAL SECURITY      GLOBAL SECURITY       (OR INCREASE)          DEPOSITARY
----------------     ---------------     ----------------    ------------------    ------------------
<S>                  <C>                 <C>                 <C>                   <C>

</TABLE>


                                       13