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 A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



REGISTERED                                      $

No. FX-                                         CUSIP #


                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

              PRINCIPAL PROTECTED NOTES LINKED TO THE S&P 500 INDEX
                              DUE NOVEMBER __, 2009


Interest Rate: __%*

Interest Payment Date(s):  **

Original Issue Date:                            Redeemable On and After:

Maturity Date:                                  Optional Repayment Date(s):

Minimum Denominations:  $1,000, increased in multiples of $1,000

*     At Maturity, in addition to the principal hereof and the interest due at
      Maturity, the Company will pay the Index Price Return Amount (as defined
      below).

**    Commencing November __, 2004 and on the ___ of each May and November
      thereafter until Maturity.
<PAGE>

            THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal amount stated above plus the Index Price
Return Amount, on the maturity date shown above (the "Maturity Date") and to pay
interest thereon at the rate per annum equal to the Interest Rate shown above
until the principal hereof is fully paid or duly made available for payment. The
Company will pay interest (computed on the basis of a 360-day year of twelve
30-day months) semi-annually in arrears on the __ of each November and May (each
an "Interest Payment Date") commencing with the Interest Payment Date next
following the Original Issue Date specified above (the "Original Issue Date")
provided that, if the Original Issue Date is later than the Regular Record Date
(as defined below) 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, the Redemption
Date, if any, or the Optional Repayment Date, if any, 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 the Original
Issue Date shown above 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 Date referred to above, 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 date,
whether or not a Business Day (as defined below), 15 calendar days immediately
preceding such Interest Payment Date, unless otherwise specified on the face
hereof; provided, however, that interest payable on the Maturity Date,
Redemption Date or Optional Repayment 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, Redemption Date or Optional Repayment
Date would fall on a day that is not a Business Day, the related payment of
principal, premium, if any, or interest shall be made on the following day that
is a Business Day and, unless otherwise specified on the face hereof, no
interest shall accrue for the period from and after that Interest Payment Date,
Maturity Date, Redemption Date or Optional Repayment Date, as the case may be,
to the next Business Day. "Business Day" means any day that is not a Saturday or
Sunday, and that is not a day on which banking institutions in New York City
generally are authorized or required by law or executive order to close. Any
such interest which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than ten days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

            Payment of the principal, interest and the Index Price Return Amount
on this Note shall be made at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debt; provided, however, that
payment of interest on any Interest Payment Date (other than the Maturity Date
or Redemption Date or Optional Repayment Date, if any) may be made at the option

                                      -2-
<PAGE>

of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register, or by wire transfer of
immediately available funds, if the registered holder of at least $10,000,000 in
principal amount (or such other principal amount specified on the face hereof)
of Notes entitled to such interest has so requested by a notice in writing
delivered to the Trustee not less than 16 days prior to the Interest Payment
Date on which such payment is due, which notice shall provide appropriate
instructions for such transfer.

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

            REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.

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

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

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


                                      -3-
<PAGE>

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

Dated:


                                       THE BEAR STEARNS COMPANIES INC.


                                       By:____________________________________
                                            Executive Vice President and
                                            Chief Financial Officer



ATTEST:


__________________________
Secretary

[Corporate Seal]



                          CERTIFICATE OF AUTHENTICATION

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


                                       JPMORGAN CHASE BANK, as Trustee


                                       By:_____________________________
                                          Authorized Signature



                                      -4-
<PAGE>

                                [Reverse of Note]

                         THE BEAR STEARNS COMPANIES INC.

                           MEDIUM-TERM NOTE, SERIES B

              PRINCIPAL PROTECTED NOTES LINKED TO THE S&P 500 INDEX
                              DUE NOVEMBER __, 2009


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


Certain Definitions

Calculation Agent:........... means Bear, Stearns & Co. Inc.

Index Business Day:.......... means a day, as determined by the Calculation
                              Agent, on which the New York Stock Exchange (the
                              "NYSE"), the American Stock Exchange LLC, the
                              Nasdaq National Market, the Chicago Mercantile
                              Exchange and the Chicago Board Options Exchange
                              are open for trading (or would have been open for
                              trading, but for the occurrence of a Market
                              Disruption Event) and the S&P 500 Index or any
                              successor index (as defined below) is calculated
                              and published. The Calculation Agent may, in its
                              sole discretion, add to or delete from the
                              definition of "Index Business Day" any major US
                              exchange or market which commences or ceases to
                              serve as a primary exchange or market upon which a
                              stock underlying the S&P 500 Index

                                      -5-
<PAGE>

                              trades, or as an exchange upon which a futures
                              contract, an option contract, or an option on a
                              futures contract relating to the S&P 500 Index
                              trades.

Initial Index Value:......... means, for the first Valuation Date, the closing
                              index level of the S&P 500 Index on May __, 2004.
                              For each subsequent Valuation Date, the closing
                              index level of the S&P 500 Index on the preceding
                              Valuation Date, or, if that day is not an Index
                              Business Day, on the next Index Business Day.

Monthly Cap Rate:............ equals 4.75%.

Reference Index Value:....... means, for each Valuation Date, the closing index
                              level of the S&P 500 Index on such Valuation Date,
                              or, if that day is not an Index Business Day, on
                              the next Index Business Day.

S&P 500 Index:............... means the S&P 500 Composite Price Index (ticker
                              "SPX"), as published by Standard & Poor's.

Valuation Date:.............. means, the __ day of each month, subject to the
                              next succeeding Index Business Day convention. The
                              first Valuation Date shall be May __, 2004, and
                              the final Valuation Date shall be November __,
                              2009.


Index Price Return Amount

            On the maturity date, the principal amount of this Note plus the
Index Price Return Amount shall be paid. The Index Price Return Amount shall be
linked to the performance of the S&P 500 Index.

            The "Index Price Return Amount" with respect to this Note shall
equal the greater of (i) zero and (ii) the principal amount of this Note,
multiplied by the sum of the Monthly Index Price Performances for each of the
monthly periods up to Maturity (subject to the Monthly Cap Rate).

            The "Monthly Index Price Performance" for a particular monthly
period with respect to this Note shall equal the lesser of:

(Reference Index Value - Initial Index Value)  x  100% and the Monthly Cap Rate
 -------------------------------------------
             Initial Index Value

            Each Monthly Index Price Performance is calculated by dividing the
difference of the relevant Reference Index Value and the relevant Initial Index
Value at the end of each period by the relevant Initial Index Value. The Monthly
Index Price Performance for any period may be negative if the Reference Index
Value is lower than the Initial Index Value for such period. If a Monthly Index
Price Performance (expressed as a percentage) is less than or equal to 4.75%,

                                      -6-
<PAGE>

then that Monthly Index Price Performance is used for that period. Otherwise,
the Monthly Index Price Performance is capped at 4.75% (the Monthly Cap Rate).

Discontinuance of the S&P 500 Index

            If Standard & Poor's discontinues publication of the S&P 500 Index,
or if it or another entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to the
S&P 500 Index, then the ending value as of any succeeding Valuation Date will be
determined by reference to the value of that index, referred to as a "successor
index."

            Upon any selection by the Calculation Agent of a successor index,
the Calculation Agent will cause notice to be furnished to the Company and the
Trustee, who will provide notice of the selection of the successor index to the
registered holders of the Notes.

            If Standard & Poor's discontinues publication of the S&P 500 Index,
and a successor index is not selected by the Calculation Agent, or is no longer
published on any Valuation Date, the Monthly Index Price Performance (subject to
the Monthly Cap Rate) to be substituted for the S&P 500 Index for that Valuation
Date will be a value computed by the Calculation Agent for that Valuation Date
in accordance with the procedures last used to calculate the S&P 500 Index prior
to any such discontinuance.

            If Standard & Poor's discontinues publication of the S&P 500 Index
prior to the determination of the Index Price Return Amount, and the Calculation
Agent determines that no successor index is available at that time, then on each
Index Business Day until the earlier to occur of (a) the determination of the
Index Price Return Amount or (b) a determination by the Calculation Agent that a
successor index is available, the Calculation Agent will determine the value
that is to be used in computing the Index Price Return Amount as described in
the preceding paragraph, as if such day were a Valuation Date. The Calculation
Agent will cause notice of each such value to be published not less often than
once each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to those values to be
made available by telephone.

            If a successor index is selected, or the Calculation Agent
calculates a value as a substitute for the S&P 500 Index as described above, the
successor index or value will be substituted for the S&P 500 Index for all
purposes, including for purposes of determining whether an Index Business Day or
market disruption event has occurred.

Adjustments to the S&P 500 Index

            If, at any time, the method of calculating the S&P 500 Index or a
successor index is changed in any material respect, or if the S&P 500 Index or a
successor index is in any other way modified, so that the value of the S&P 500
Index or the successor index does not, in the opinion of the Calculation Agent,
fairly represent the value of that index, had the changes or modifications not
been made, then, from and after that time, the Calculation Agent will, at the
close of business in New York, New York, make those adjustments as, in the sole
discretion of the Calculation Agent, may be necessary in order to arrive at a
calculation of a value of a stock index comparable to the S&P 500 Index or the
successor index, as if the changes or modifications had not been made, and
calculate the closing value with reference to the S&P 500 Index or the successor
index. Accordingly, if the method of calculating the S&P 500 Index or the
successor index is modified so that the value of the S&P 500 Index or the
successor index is a

                                      -7-
<PAGE>

fraction or a multiple of what it would have been if it had not been modified
(for example, due to a split in the S&P 500 Index), then the Calculation Agent
will adjust that index in order to arrive at a value of the index as if it had
not been modified (for example, as if the split had not occurred).

Market Disruption Events

            If there is a market disruption event on any Valuation Date, the
Valuation Date will be the first succeeding Index Business Day on which there is
no market disruption event, unless there is a market disruption event on each of
the five Index Business Days following the original date that, but for the
market disruption event, would have been the Valuation Date. In that case, the
fifth Index Business Day will be deemed to be the Valuation Date,
notwithstanding the market disruption event and the Calculation Agent will
determine the level of the S&P 500 Index on that fifth Index Business Day in
accordance with the formula for and method of calculating the S&P 500 Index in
effect prior to the market disruption event using the exchange traded price of
each security in the S&P 500 Index (or, if trading in any such security has been
materially suspended or materially limited, the Calculation Agent's good faith
estimate of the exchange traded price that would have prevailed but for such
suspension or limitation) as of that fifth Index Business Day.

            A market disruption event means either of the following events, as
determined by the Calculation Agent, in its sole discretion:

  o   the suspension of or material limitation on trading for more than two
      hours of trading, or during the one-half hour period preceding the close
      of trading on the applicable exchange in 20% or more of the stocks which
      then comprise the S&P 500 Index, or any successor index (without taking
      into account any extended or after-hours trading session); or

  o   the suspension of or material limitation on trading, in each case, for
      more than two hours of trading, or during the one-half hour period
      preceding the close of trading, on the applicable exchange, whether by
      reason of movements in price otherwise exceeding levels permitted by the
      relevant exchange or otherwise, in option contracts or futures contracts
      related to the S&P 500 Index, or any successor index, which are traded on
      any major US exchange.

            For the purpose of the above definition:

  a)  a limitation on the hours in a trading day and/or number of days of
      trading will not constitute a market disruption event if it results from
      an announced change in the regular business hours of the relevant
      exchange, and

  b)  for the purpose of clause (a) above, any limitations on trading during
      significant market fluctuations under NYSE Rule 80A, or any applicable
      rule or regulation enacted or promulgated by the NYSE or any other self
      regulatory organization or the Securities and Exchange Commission of
      similar scope as determined by the Calculation Agent, will be considered
      "material."

                                      -8-
<PAGE>

Redemption; Defeasance

            The Notes are not subject to redemption before Maturity, and are not
subject to defeasance.

Events of Default and Acceleration

            If an Event of Default with respect to any Notes has occurred and is
continuing, then the amount payable to the beneficial owner of a Note, upon any
acceleration permitted by the Notes will be equal to:

  o   the principal amount, plus

  o   an Index Price Return Amount calculated as though the date of early
      repayment were the Maturity Date of the Notes.

Same-Day Settlement and Payment

            Settlement for the Notes will be made by Bear Stearns in immediately
available funds. All payments of principal, interest and any Index Price Return
Amount will be made in immediately available funds, so long as the Notes are
maintained in book-entry form.

Calculation Agent

            All determinations made by the Calculation Agent will be at the sole
discretion of the Calculation Agent and will, in the absence of manifest error,
be conclusive for all purposes and binding on the Company and holders of the
Notes.

General

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

            If so specified on the face of this Note, this Note will be subject
to repayment at the option of the Holder hereof on the Optional Repayment
Date(s). If no Optional Repayment Date is set forth on the face hereof, this
Note may not be repaid at the option of the Holder prior to Maturity. On and
after the Optional Repayment Date, if any, from which this Note may be repaid at
the option of the Holder, this Note shall be repayable in whole or in part in
increments

                                      -9-
<PAGE>

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

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

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

            Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note and the Index
Price Return Amount with respect to this Note at the time, place, and rate, and
in the coin or currency, herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, and this Note duly executed by,
the

                                      -10-
<PAGE>


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 $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            Prior to the due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice of the contrary.

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

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



                                      -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.

                    ___________________________________________________


                            OPTION TO ELECT REPAYMENT

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

________________________________________________________________________________

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

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



                                      -12-
<PAGE>

            If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $_________________; and specify the
denomination or denominations (which, unless a different minimum denomination is
set forth on the face hereof, shall be $25,000 or an integral multiple of $1,000
in excess of $25,000) of the Notes to be issued to the Holder for the portion of
this Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $________________.

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

                      ____________________________________


                                   ASSIGNMENT
                                   ----------


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


________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

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

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

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

Dated:_______________________       ____________________________________________

________________________________________
         (Signature Guarantee)


                                      -13-