<PAGE>
                                                                    EXHIBIT 4(h)






                    [Form of Floating Rate Medium-Term Note]

                               (FACE OF SECURITY)

                  [IF A GLOBAL SECURITY, INSERT - THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                  [IF DTC IS THE DEPOSITARY, INSERT -- UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO POPULAR NORTH AMERICA, INC., OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

         [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]


<PAGE>



REGISTERED NO. FLR___                                          CUSIP NO. _______


                           POPULAR NORTH AMERICA, INC.

                           MEDIUM-TERM NOTES, SERIES E
                                 (Floating Rate)

                     Payment of Principal, Premium, if any,
                           and Interest Guaranteed by

                                  POPULAR, INC.

         The following terms apply to this Security, as and to the extent shown
below:



PRINCIPAL AMOUNT:

STATED MATURITY DATE:

SPECIFIED CURRENCY: U.S. dollars for all payments unless otherwise specified
below:

         -        payments of principal and any premium:

         -        payments of interest:

         -        Exchange Rate Agent:




ORIGINAL ISSUE DATE*:

REGULAR RECORD DATE(S):

ORIGINAL ISSUE DISCOUNT SECURITY:

         -        Total Amount of OID:

         -        Yield to Maturity:

         -        Initial Accrual Period OID:

         -        OID Default Amount:

         -        Default Rate:

         -        CD Rate:

         -        Federal Funds Rate:

         -        11th District Rate:

REPAYMENT DATE(S):

REDEMPTION OR REPAYMENT PRICE(S):

BASE RATE:

         -        Commercial Paper Rate:

         -        Prime Rate:

         -        LIBOR:

                  -        Moneyline Telerate LIBOR Page:

                  -        Reuters Screen LIBOR Page:

                  -        Index Currency:

         -        Treasury Rate:

         -        CMT Rate:

REDEMPTION COMMENCEMENT DATE:

         -        Moneyline Telerate Page 7051:

--------
*        This date shall be the issue date of this Security, unless there is a
         Predecessor Security, in which case this date shall be the issue date
         of the first Predecessor Security.




                    (Face of Security continued on next page)

                                       -2-
<PAGE>


         -        Moneyline Telerate Page 7052 (weekly/monthly):

         -        CMT Index Maturity:



INDEX MATURITY:


SPREAD:


SPREAD MULTIPLIER:


INITIAL BASE RATE:


MAXIMUM RATE:


MINIMUM RATE:


INTEREST RESET PERIOD:

         -        if semi-annual, reset will occur in each of the following two
                  months in each year:

         -        if annual, reset will occur in the following month in each
                  year:

         -        otherwise, reset will occur daily, weekly, monthly or
                  quarterly in each year as follows:

INTEREST RESET DATE(S): as provided in Section 3(a) on the reverse of this
Security (unless otherwise specified)

INTEREST DETERMINATION DATE(S): as provided in Sections 3(b) through 3(j), as
applicable, on the reverse of this Security (unless otherwise specified)


                    (Face of Security continued on next page)

                                       -3-
<PAGE>



INTEREST PAYMENT DATE(S): unless otherwise specified, the third Wednesday of the
following:

         -        each of the 12 calendar months in each year

         -        each March, June, September and December in each year

         -        each of the following two calendar months in each year:

         -        the following calendar month in each year:

subject to the second paragraph under "Payments Due on a Business Day" below

CALCULATION DATE(S): as provided in Section 3(n) on the reverse of this Security
(unless otherwise specified)


CALCULATION AGENT:

OTHER TERMS:

                  Terms left blank or marked "N/A", "No", "None" or in a similar
manner do not apply to this Security except as otherwise may be specified.

                  Whenever used in this Security, the terms specified above that
apply to this Security have the meanings specified above, unless the context
requires otherwise. Other terms used in this Security that are not defined
herein but that are defined in the Indenture referred to in Section 1 on the
reverse of this Security are used herein as defined therein.


                    (Face of Security continued on next page)

                                       -4-

<PAGE>


                  Popular North America, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company", which term includes any successor Person under the Indenture), for
value received, hereby promises to pay to _____________, or registered assigns,
as principal the Principal Amount on the Stated Maturity Date and to pay
interest thereon, from the Original Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on the
Interest Payment Date(s) in each year, commencing on the first such date that is
at least 15 calendar days after the Original Issue Date, and at the Maturity of
the principal hereof, at a rate per annum determined in accordance with the
applicable provisions of Section 3 on the reverse hereof, until the principal
hereof is paid or made available for payment. Notwithstanding the foregoing,
interest on any principal that is overdue shall be payable on demand.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the 15th calendar day (whether or not
a Business Day, as such term is defined in Section 3(n) on the reverse hereof)
next preceding such Interest Payment Date, unless otherwise provided on the face
hereof (a "Regular Record Date"). Any interest so payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to
be payable to the Holder on such Regular Record Date and such Defaulted Interest
either may be paid to the Person in whose name this Security (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 Security not less
than 10 days prior to such Special Record Date, or may be paid in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Security may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.


                  If this Security is issued with an original issue discount,
(i) if an Event of Default with respect to the Securities of this series shall
have occurred and


                    (Face of Security continued on next page)

                                       -5-

<PAGE>


be continuing, the amount of principal of this Security which may be declared
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof, and (ii) in the case of a default in
payment of principal upon acceleration, redemption, repayment at the option of
the Holder or at the Stated Maturity Date hereof, in lieu of any interest
otherwise payable, the overdue principal of this Security shall bear interest at
a rate of interest per annum equal to the Default Rate stated on the face hereof
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such acceleration, redemption, repayment at
the option of the Holder or Stated Maturity Date, as the case may be, to the
date payment has been made or duly provided for or such default has been waived
in accordance with the terms of the Indenture.

         CURRENCY OF PAYMENT

                  Payment of principal of (and premium, if any) and interest on
this Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency on the
Original Issue Date, in which case the Specified Currency for such payment shall
be such coin or currency as at the time of such payment is legal tender for the
payment of public and private debts in such country.

                  Except as provided in the next paragraph, any payment to be
made on this Security in a Specified Currency other than U.S. dollars will be
made in U.S. dollars if the Person entitled to receive such payment transmits a
written request for such payment to be made in U.S. dollars to the Trustee at
its Corporate Trust Office, Attention: Securities Processing Division, on or
before the fifth Business Day before the payment is to be made. Such written
request may be mailed, hand delivered, telecopied or delivered in any other
manner approved by the Trustee. Any such request made with respect to any
payment on this Security payable to a


                    (Face of Security continued on next page)


                                      -6-
<PAGE>

particular Holder will remain in effect for all later payments on this Security
payable to such Holder, unless such request is revoked on or before the fifth
Business Day before a payment is to be made, in which case such revocation shall
be effective for such and all later payments. In the case of any payment of
interest payable on an Interest Payment Date, such written request must be made
by the Person who is the registered Holder of this Security on the relevant
Regular Record Date.

                  The U.S. dollar amount of any payment made pursuant to the
preceding paragraph will be determined by the Exchange Rate Agent based upon the
highest bid quotation received by the Exchange Rate Agent as of 11:00 A.M., New
York City time, on the second Business Day preceding the applicable payment
date, from three (or, if three are not available, then two) recognized foreign
exchange dealers selected by the Exchange Rate Agent in The City of New York, in
each case for the purchase by the quoting dealer, for U.S. dollars and for
settlement on such payment date of an amount of the Specified Currency for such
payment equal to the aggregate amount of such Specified Currency payable on such
payment date to all Holders of Securities of this or any other series who elect
to receive U.S. dollar payments on such payment date, and at which the
applicable dealer commits to execute a contract. If the Exchange Rate Agent
determines that two such bid quotations are not available on such second
Business Day, such payment will be made in the Specified Currency for such
payment. All currency exchange costs associated with any payment in U.S. dollars
on this Security will be borne by the Holder entitled to receive such payment,
by deduction from such payment.

                  Notwithstanding the foregoing, if any amount payable on this
Security is payable on any day (including at Maturity) in a Specified Currency
other than U.S. dollars, and if such Specified Currency is not available to the
Company on the two Business Days before such day, due to the imposition of
exchange controls, disruption in a currency market or any other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligation to pay such amount in such Specified Currency by making such payment
in U.S. dollars. The amount of such payment in U.S. dollars shall be determined
by the Exchange Rate Agent on the


                    (Face of Security continued on next page)

                                      -7-
<PAGE>

basis of the noon buying rate for cable transfers in The City of New York for
such Specified Currency (the "Exchange Rate") as of the latest day before the
day on which such payment is to be made. Any payment made under such
circumstances in U.S. dollars where the required payment is in other than U.S.
dollars will not constitute an Event of Default under the Indenture or this
Security.

         MANNER OF PAYMENT - U.S. DOLLARS

                  Except as provided in the next paragraph, payment of any
amount payable on this Security in U.S. dollars will be made at the office or
agency of the Company maintained for that purpose in The City of New York (or at
any other office or agency maintained by the Company for that purpose), against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date); provided, however, that, at the option of the Company
and subject to the next paragraph, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

                  Payment of any amount payable on this Security in U.S. dollars
will be made by wire transfer of immediately available funds to an account
maintained by the payee with a bank located in the Borough of Manhattan, The
City of New York, if (i) the principal of this Security is at least $10,000,000
and (ii) the Holder entitled to receive such payment transmits a written request
for such payment to be made in such manner to the Paying Agent at its Corporate
Trust Office, Attention: Securities Processing Division, on or before the
Regular Record Date preceding the day on which such payment is to be made;
provided that, in the case of any such payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date), this Security must be surrendered at the office or
agency of the Company maintained for that purpose in The City of New York (or at
any other office or agency maintained by the Company for that purpose) in time
for the Paying Agent to make such payment in such funds in accordance with its
normal procedures. Any such request made with respect to any payment on this
Security payable to a particular Holder


                    (Face of Security continued on next page)

                                      -8-
<PAGE>

will remain in effect for all later payments on this Security payable to such
Holder, unless such request is revoked on or before the Regular Record Date
preceding the day on which such payment is to be made, in which case such
revocation shall be effective for such and all later payments; provided that in
the case of any payment due at Maturity of the principal of this Security to be
effective any request for revocation must be made no later than the 15th day
prior to the Maturity of the principal of this Security. In the case of any
payment of interest payable on an Interest Payment Date, such written request
must be made by the Person who is the registered Holder of this Security on the
relevant Regular Record Date. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may be
deducted from the payment by the Company or the Paying Agent.

         MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES

                  Payment of any amount payable on this Security in a Specified
Currency other than U.S. dollars will be made by wire transfer of immediately
available funds to such account as is maintained in such Specified Currency at a
bank or other financial institution acceptable to the Company and the Trustee
and as shall have been designated at least five Business Days prior to the
applicable payment date by the Person entitled to receive such payment; provided
that, in the case of any such payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest
Payment Date), this Security must be surrendered at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other
office or agency maintained by the Company for that purpose) in time for the
Paying Agent to make such payment in such funds in accordance with its normal
procedures. Such account designation shall be made by transmitting the
appropriate information to the Trustee at its Corporate Trust Office in the
Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier
or in any other manner approved by the Trustee. Unless revoked, any such account
designation made with respect to this Security by the Holder hereof


                    (Face of Security continued on next page)

                                      -9-
<PAGE>


will remain in effect with respect to any further payments with respect to this
Security payable to such Holder. If a payment in a Specified Currency other than
U.S. dollars with respect to this Security cannot be made by wire transfer
because the required account designation has not been received by the Trustee on
or before the requisite date or for any other reason, the Company will cause a
notice to be given to the Holder of this Security at its registered address
requesting an account designation pursuant to which such wire transfer can be
made and such payment will be made within five Business Days after the Trustee's
receipt of such a designation meeting the requirements specified above, with the
same force and effect as if made on the due date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire
transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this
Security and may be deducted from the payment by the Company or the Paying
Agent.

         MANNER OF PAYMENT - GLOBAL SECURITIES

                  Notwithstanding any provision of this Security or the
Indenture, if this Security is a Global Security, the Company may make any and
all payments of principal, premium and interest on this Security pursuant to the
Applicable Procedures of the Depositary for this Security as permitted in the
Indenture.

         PAYMENTS DUE ON A BUSINESS DAY

                  Unless otherwise specified on the face of this Security, the
following sentence shall apply to this Security. Notwithstanding any provision
of this Security or the Indenture other than the following paragraph, if any
amount of principal, premium or interest would otherwise be due on this Security
on a day (the "Specified Day") that is not a Business Day, such amount may be
paid or made available for payment on the next succeeding Business Day (unless
the Base Rate is LIBOR and such next succeeding Business Day falls in the next
calendar month, in which case such amount may be paid or made available for
payment on the next preceding Business Day) with the same force and effect as if
such amount were paid on the Specified Day. The provisions of this paragraph
shall apply to this Security in lieu of the provisions of Section 113 of the
Indenture.


                    (Face of Security continued on next page)

                                      -10-
<PAGE>

                  Unless otherwise specified on the face of this Security, the
following sentence shall apply to each Interest Payment Date other than one that
falls on the date of Maturity of the principal hereof. If any such Interest
Payment Date would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be deferred to the next succeeding Business Day, provided
that, if the Base Rate is LIBOR and the next succeeding Business Day would fall
in the next calendar month, then such Interest Payment Date will be advanced to
the next preceding Business Day.

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

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


                    (Face of Security continued on next page)

                                      -11-
<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated:

                                            POPULAR NORTH AMERICA, INC.


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



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



                                            Attest:
                                                    ---------------


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




                                            BANK ONE, NA
                                            as Trustee


                                            By
                                              -------------------------------
                                                     Authorized Officer


<PAGE>



                              (Reverse of Security)

                  1.       SECURITIES AND INDENTURE

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), all unconditionally guaranteed
by Popular, Inc. (hereinafter called the "Guarantor") and issued and to be
issued in one or more series under an Indenture, dated as of October 1, 1991, as
supplemented by the First Supplemental Indenture, dated as of February 28, 1995,
the Second Supplemental Indenture, dated as of May 8, 1997 and the Third
Supplemental Indenture, dated as of August 5, 1999 (together herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), duly executed and delivered by the Company and the Guarantor to
Bank One, NA (formerly known as The First National Bank of Chicago), as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture) and as Successor Trustee to Citibank, N.A., and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

                  2.       SERIES AND DENOMINATIONS

                  This Security is one of the series designated on the face
hereof, limited to an aggregate initial offering price not to exceed
$3,500,000,000 (or the equivalent thereof in any other currency or currencies or
currency units) less the aggregate initial offering price of "Securities" (as
defined in the Prospectus dated November 19, 2001 relating to debt securities
and preferred stock of the Company, Popular International Bank, Inc. and the
Guarantor) authenticated and delivered upon initial issuance, other than the
Securities of this series, which amount may be increased at the option of the
Company if in the future it determines that it may wish to sell additional
Securities of this series. References herein to "this series" mean the series of
securities designated on the face hereof.

                  The Securities of this series are issuable only in registered
form without coupons in "Authorized


                  (Reverse of Security continued on next page)

                                      -13-
<PAGE>

Denominations", which term shall have the following meaning. For each Security
of this series having a principal amount payable in U.S. dollars, the Authorized
Denominations shall be $1,000 and any integral multiples of $1,000. For each
Security of this series having a principal amount payable in a Specified
Currency other than U.S. dollars, the Authorized Denominations shall be the
amount of such Specified Currency equivalent, at the Exchange Rate on the first
Business Day next preceding the date on which the Company accepts the offer to
purchase such Security, to $1,000 and any integral multiples of $1,000.

                  3.       INTEREST RATE

                  (a)      INTEREST RATE RESET. The interest rate on this
Security will be reset from time to time, as provided in this Section 3, and
each date upon which such rate is reset as so provided is hereinafter called an
"Interest Reset Date". Unless otherwise specified on the face hereof, the
Interest Reset Dates with respect to this Security will be as follows:

                  (i)      if the Interest Reset Period is daily, each Business
         Day;

                  (ii)     if the Interest Reset Period is weekly and the Base
         Rate is not the Treasury Rate, the Wednesday of each week;

                  (iii)    if the Interest Reset Period is weekly and the Base
         Rate is the Treasury Rate, except as otherwise provided in the
         definition of "Treasury Interest Determination Date" in Section 3(n)
         below, the Tuesday of each week;

                  (iv)     if the Interest Reset Period is monthly and the Base
         Rate is not the 11th District Rate, the third Wednesday of each month;

                  (v)      if the Interest Reset Period is monthly and the Base
         Rate is the 11th District Rate, the first calendar day of the month;

                  (vi)     if the Interest Reset Period is quarterly, the third
         Wednesday of each March, June, September and December;


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                                      -14-
<PAGE>

                  (vii)    if the Interest Reset Period is semi-annual, the
         third Wednesday of each of two months in each year specified under
         "Interest Reset Period" on the face hereof; and

                  (viii)   if the Interest Reset Period is annual, the third
         Wednesday of the month in each year specified under "Interest Reset
         Period" on the face hereof;

provided, however, that (x) the Base Rate in effect from the Original Issue Date
to but excluding the first Interest Reset Date will be the Initial Base Rate and
(y) if the Interest Reset Period is daily or weekly, the Base Rate in effect for
each day following the second Business Day immediately prior to an Interest
Payment Date to but excluding such Interest Payment Date, and for each day
following the second Business Day immediately prior to the day of Maturity of
the principal hereof to but excluding such day of Maturity, will be the Base
Rate in effect on such applicable second Business Day; and provided, further,
that, if any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the next succeeding day that is a
Business Day, except that, unless otherwise specified on the face hereof, if the
Base Rate is LIBOR and such next succeeding Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.

                  Subject to applicable provisions of law and except as
otherwise specified herein, on each Interest Reset Date the interest rate on
this Security shall be the rate determined in accordance with such of the
following Sections 3(b) through 3(j) as provided for determination of the Base
Rate for this Security. The Calculation Agent shall determine the interest rate
of this Security in accordance with the applicable Section below.

                  Unless the Base Rate is LIBOR, the Calculation Agent will
determine the interest rate of this Security that takes effect on any Interest
Reset Date on a day no later than the Calculation Date (as defined in


                  (Reverse of Security continued on next page)

                                      -15-
<PAGE>

Section 3(n) below) corresponding to such Interest Reset Date. However, the
Calculation Agent need not wait until the Calculation Date to determine such
interest rate if the rate information it needs to make such determination in the
manner specified in the applicable provisions of Sections 3(b) through 3(j)
hereof is available from the relevant sources specified in such applicable
provisions.

                  Upon request of the Holder to the Calculation Agent, the
Calculation Agent will provide the interest rate then in effect on this Security
and, if determined, the interest rate that will become effective on the next
Interest Reset Date.

                  (b)      DETERMINATION OF COMMERCIAL PAPER RATE. If the Base
Rate is the Commercial Paper Rate, the Base Rate that takes effect on any
Interest Reset Date shall equal the Money Market Yield (as defined in Section
3(n) below) of the rate, for the second Business Day immediately preceding such
Interest Reset Date (the "Commercial Paper Interest Determination Date"), for
commercial paper having the Index Maturity, as published in H.15(519) (as
defined in Section 3(n) below) under the heading "Commercial Paper --
Nonfinancial". If the Commercial Paper Rate cannot be determined as described
above, the following procedures will apply in determining the Commercial Paper
Rate:

                  (i)      If the rate described above is not published in
         H.15(519) by 3:00 P.M., New York City time, on the Calculation Date (as
         defined in Section 3(n) below) corresponding to such Commercial Paper
         Interest Determination Date, then the Commercial Paper Rate will be the
         rate, for such Commercial Paper Interest Determination Date, for
         commercial paper having the Index Maturity, as published in H.15 Daily
         Update (as defined in Section 3(n) below) or any other recognized
         electronic source used for displaying that rate, under the heading
         "Commercial Paper -- Nonfinancial".

                  (ii)     If the rate described in clause (i) above does not
         appear in H.15(519), H.15 Daily Update or another recognized electronic
         source by 3:00 P.M.,


                  (Reverse of Security continued on next page)

                                      -16-
<PAGE>

         New York City time, on such Calculation Date (unless the calculation is
         made earlier and the rate is available from one of those sources at
         that time), the Commercial Paper Rate will be the Money Market Yield of
         the arithmetic mean of the following offered rates for U.S. dollar
         commercial paper that has the Index Maturity and is placed for an
         industrial issuer whose bond rating is "AA", or the equivalent, from a
         nationally recognized rating agency: the rates offered as of 11:00
         A.M., New York City time, on such Commercial Paper Interest
         Determination Date by three leading U.S. dollar commercial paper
         dealers in New York City selected by the Calculation Agent.

                  (iii)    If fewer than three dealers selected by the
         Calculation Agent are quoting as described in clause (ii) above, the
         Commercial Paper Rate shall be the Commercial Paper Rate in effect on
         such Commercial Paper Interest Determination Date (or, if the Initial
         Base Rate has been in effect for the prior Interest Reset Period, the
         Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(b)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (c)      DETERMINATION OF PRIME RATE. If the Base Rate is the
Prime Rate, the Base Rate that takes effect on any Interest Reset Date shall
equal the rate, for the second Business Day immediately preceding such Interest
Reset Date (the "Prime Interest Determination Date"), published in H.15(519)
under the heading "Bank Prime Loan". If the Prime Rate cannot be determined as
described above, the following procedures will apply in determining the Prime
Rate:

                  (i)      If the rate described above is not published in
         H.15(519) by 3:00 P.M., New York City time, on the Calculation Date
         corresponding to such Prime Interest Determination Date, then the Prime
         Rate will be the rate, for such Prime Interest Determination Date, as
         published in


                  (Reverse of Security continued on next page)

                                      -17-
<PAGE>

         H.15 Daily Update or another recognized electronic source used for the
         purpose of displaying that rate, under the heading "Bank Prime Loan".

                  (ii)     If the rate described in clause (i) above is not
         published in H.15(519), H.15 Daily Update or another recognized
         electronic source by 3:00 P.M., New York City time, on such Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), then the Prime Rate will be
         the arithmetic mean of the following rates as they appear on the
         Reuters Screen US PRIME 1 Page (as defined in Section 3(n) below): the
         rate of interest publicly announced by each bank appearing on that page
         as that bank's prime rate or base lending rate, as of 11:00 A.M., New
         York City time, on such Prime Interest Determination Date.

                  (iii)    If fewer than four of the rates referred to in clause
         (ii) above appear on the Reuters Screen US PRIME 1 Page, the Prime Rate
         will be the arithmetic mean of the prime rates or base lending rates,
         as of the close of business on such Prime Interest Determination Date,
         of three major banks in New York City selected by the Calculation
         Agent. For this purpose, the Calculation Agent will use rates quoted on
         the basis of the actual number of days in the year divided by a 360-day
         year.

                  (iv)     If fewer than three banks selected by the Calculation
         Agent are quoting as described in clause (iii) above, the Prime Rate
         shall be the Prime Rate in effect on such Prime Interest Determination
         Date (or, if the Initial Base Rate has been in effect for the prior
         Interest Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(c)
will be adjusted by the addition or


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                                      -18-
<PAGE>

subtraction of the Spread, if any, or by multiplying such Base Rate by the
Spread Multiplier, if any.


                  (d)      DETERMINATION OF LIBOR. If the Base Rate is LIBOR,
the Base Rate that takes effect on any Interest Reset Date shall be LIBOR on the
corresponding LIBOR Interest Determination Date (as defined in Section 3(n)
below) and shall be determined in accordance with the following provisions:

                  LIBOR will be either of the following rates, whichever appears
on the face hereof:

                  (x)      the offered rate appearing on the Moneyline Telerate
         LIBOR Page (as defined in Section 3(n) below); or

                  (y)      the arithmetic mean of the offered rates appearing on
         the Reuters Screen LIBOR Page (as defined in Section 3(n) below) unless
         that page by its terms cites only one rate, in which case that rate;

in either case, as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date for deposits of the Index Currency having the Index Maturity
beginning on such Interest Reset Date. If no reference page is specified on the
face hereof, Moneyline Telerate LIBOR Page will apply to this Security:

                  (i)      If Moneyline Telerate LIBOR Page is specified on the
         face hereof and the rate referenced in clause (x) above does not appear
         on that page, or if Reuters Screen LIBOR Page is specified on the face
         hereof and fewer than two of the rates referenced in clause (y) above
         appear on that page or no rate appears on any page on which only one
         rate normally appears, then LIBOR will be determined on the basis of
         the rates, at approximately 11:00 A.M., London time, on such LIBOR
         Interest Determination Date, at which deposits of the following kind
         are offered to prime banks in the London interbank market by four major
         banks in that market


                  (Reverse of Security continued on next page)


                                      -19-
<PAGE>

         selected by the Calculation Agent: deposits of the Index Currency
         having the Index Maturity beginning on such Interest Reset Date and in
         a Representative Amount (as defined in Section 3(n) below). The
         Calculation Agent will request the principal London office of each such
         bank to provide a quotation of its rate. If at least two quotations are
         provided, LIBOR for such LIBOR Interest Determination Date will be the
         arithmetic mean of the quotations.

                  (ii)     If fewer than two quotations are provided as
         described in clause (i) above, LIBOR for such LIBOR Interest
         Determination Date will be the arithmetic mean of the rates for loans
         of the following kind to leading European banks quoted, at
         approximately 11:00 A.M. in the principal financial center for the
         country issuing the Index Currency, on such LIBOR Interest
         Determination Date, by three major banks in that financial center
         selected by the Calculation Agent: loans of the Index Currency having
         the Index Maturity beginning on such Interest Reset Date and in a
         Representative Amount.

                  (iii)    If fewer than three banks selected by the Calculation
         Agent are quoting as described in clause (ii) above, LIBOR will be the
         LIBOR in effect on such LIBOR Interest Determination Date (or, if the
         Initial Base Rate has been in effect for the prior Interest Reset
         Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(d)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any. If the Base Rate is
LIBOR and no currency is specified on the face hereof as the Index Currency, the
Index Currency shall be U.S. dollars.

                  (e)      [RESERVED]


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                                      -20-
<PAGE>

                  (f)      DETERMINATION OF TREASURY RATE. If the Base Rate is
the Treasury Rate, the Base Rate that takes effect on any Interest Reset Date
shall equal the rate for the auction on the corresponding Treasury Interest
Determination Date (as defined in Section 3(n) below) of direct obligations of
the United States ("Treasury Bills") having the Index Maturity, as that rate
appears on Moneyline Telerate Page 56 or 57 under the heading "Investment Rate".
If the Treasury Rate cannot be determined as described above, the following
procedures will apply in determining the Treasury Rate:

                  (i)      If the rate described above does not appear on either
         Moneyline Telerate Page 56 or 57 at 3:00 P.M., New York City time, on
         the Calculation Date corresponding to such Treasury Interest
         Determination Date (unless the calculation is made earlier and the rate
         is available from that source at that time), the Treasury Rate will be
         the Bond Equivalent Yield (as defined in Section 3(n) below) of the
         rate, for such Treasury Interest Determination Date and for Treasury
         Bills having the Index Maturity, as published in H.15 Daily Update, or
         another recognized electronic source used for displaying that rate,
         under the heading "U.S. Government Securities/Treasury Bills/Auction
         High".

                  (ii)     If the rate described in clause (i) above does not
         appear in H.15 Daily Update or another recognized electronic source by
         3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Treasury Rate will be the Bond Equivalent
         Yield of the auction rate, for such Treasury Interest Determination
         Date and for Treasury Bills having the Index Maturity, as announced by
         the U.S. Department of the Treasury.


                  (iii)    If the auction rate described in clause (ii) above is
         not so announced by 3:00 P.M., New York City time, on such Calculation
         Date, or if no such auction is held for the relevant week, then the
         Treasury Rate will be the Bond Equivalent Yield of


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                                      -21-
<PAGE>

         the rate, for such Treasury Interest Determination Date and for
         Treasury Bills having the Index Maturity, as published in H.15(519)
         under the heading "U.S. Government Securities/Treasury Bills/Secondary
         Market".

                  (iv)     If the rate described in clause (iii) above does not
         appear in H.15(519) by 3:00 P.M., New York City time, on such
         Calculation Date, then the Treasury Rate will be the rate, for such
         Treasury Interest Determination Date and for Treasury Bills having the
         Index Maturity, as published in H.15 Daily Update, or another
         recognized electronic source used for displaying that rate, under the
         heading "U.S. Government Securities/ Treasury Bills /Secondary Market".

                  (v)      If the rate described in clause (iv) above does not
         appear in H.15 Daily Update or another recognized electronic source by
         3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Treasury Rate will be the Bond Equivalent
         Yield of the arithmetic mean of the following secondary market bid
         rates for the issue of Treasury Bills with a remaining maturity closest
         to the Index Maturity: the rates bid as of approximately 3:30 P.M., New
         York City time, on such Treasury Interest Determination Date, by three
         primary U.S. government securities dealers in New York City selected by
         the Calculation Agent.

                  (vi)     If fewer than three dealers selected by the
         Calculation Agent are quoting as described in clause (v) above, the
         Treasury Rate shall be the Treasury Rate in effect on such Treasury
         Interest Determination Date (or, if the Initial Base Rate has been in
         effect for the prior Interest Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(f)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such


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                                      -22-
<PAGE>

Base Rate by the Spread Multiplier, if any, specified on the face hereof.

                  (g)      DETERMINATION OF CMT RATE. If the Base Rate is the
CMT Rate, the Base Rate that takes effect on any Interest Reset Date shall equal
the CMT Rate on the second Business Day immediately preceding such Interest
Reset Date (the "CMT Interest Determination Date"). "CMT Rate" means the
following rate displayed on the Designated CMT Telerate Page (as defined in
Section 3(n) below) under the heading " . . . Treasury Constant Maturities",
under the column for the Designated CMT Index Maturity (as defined in Section
3(n) below):

                  (x)      if the Designated CMT Moneyline Telerate Page is
         Moneyline Telerate Page 7051, the rate for such CMT Interest
         Determination Date; or

                  (y)      if the Designated CMT Moneyline Telerate Page is
         Moneyline Telerate Page 7052, the weekly or monthly average, as
         specified on the face hereof, for the week that ends immediately before
         the week in which such CMT Interest Determination Date falls, or for
         the month that ends immediately before the month in which such CMT
         Interest Determination Date falls, as applicable.

If the CMT Rate cannot be determined as described above, the following
procedures will apply in determining the CMT Rate:

                  (i)      If the applicable rate described above is not
         displayed on the relevant Designated CMT Moneyline Telerate Page at
         3:00 P.M., New York City time, on the Calculation Date corresponding to
         such CMT Interest Determination Date (unless the calculation is made
         earlier and the rate is available from that source at that time), then
         the CMT Rate will be the applicable Treasury constant maturity rate
         described above -- i.e., for the Designated CMT Index Maturity and for
         either such CMT Interest Determination Date or the weekly or monthly
         average, as applicable -- as published in H.15(519).


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                                      -23-
<PAGE>

                  (ii)     If the applicable rate described in clause (i) above
         is not published in H.15(519) by 3:00 P.M., New York City time, on such
         Calculation Date, then the CMT Rate will be the Treasury constant
         maturity rate, or other U.S. Treasury rate, for the Designated CMT
         Index Maturity and with reference to such CMT Interest Determination
         Date, that:

                           (a)      is published by the Board of Governors of
                  the Federal Reserve System, or the U.S. Department of the
                  Treasury, and

                           (b)      is determined by the Calculation Agent to be
                  comparable to the applicable rate formerly displayed on the
                  Designated CMT Moneyline Telerate Page and published in
                  H.15(519).

                  (iii)    If the rate described in clause (ii) above is not
         published by 3:00 P.M., New York City time, on such Calculation Date,
         then the CMT Rate will be the yield to maturity of the arithmetic mean
         of the following secondary market offered rates for the most recently
         issued Treasury Notes (as defined in Section 3(n) below) having an
         original maturity of approximately the Designated CMT Index Maturity,
         having a remaining term to maturity of not less than the Designated CMT
         Index Maturity minus one year and in a Representative Amount: the
         offered rates, as of approximately 3:30 P.M., New York City time, on
         such CMT Interest Determination Date, of three primary U.S. government
         securities dealers in New York City selected by the Calculation Agent.
         In selecting such offered rates, the Calculation Agent will request
         quotations from five such primary dealers and will disregard the
         highest quotation -- or, if there is equality, one of the highest --
         and the lowest quotation -- or, if there is equality, one of the
         lowest.

                  (iv)     If fewer than five but more than two such primary
         dealers are quoting as described in clause (iii) above, then the CMT
         Rate for such CMT Interest Determination Date will be based on the
         arithmetic


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                                      -24-
<PAGE>

         mean of the offered rates so obtained, and neither the highest nor the
         lowest of such quotations will be disregarded.

                  (v)      If the Calculation Agent is unable to obtain three
         quotations of the kind described in clause (iii) above, the CMT Rate
         will be the yield to maturity of the arithmetic mean of the following
         secondary market offered rates for Treasury Notes having an original
         maturity longer than the Designated CMT Index Maturity, having a
         remaining term to maturity closest to the Designated CMT Index Maturity
         and in a Representative Amount: the offered rates, as of approximately
         3:30 P.M., New York City time, on such CMT Interest Determination Date,
         of three primary U.S. government securities dealers in New York City
         selected by the Calculation Agent. In selecting such offered rates, the
         Calculation Agent will request quotations from five such primary
         dealers and will disregard the highest quotation -- or, if there is
         equality, one of the highest -- and the lowest quotation -- or, if
         there is equality, one of the lowest. If two Treasury Notes with an
         original maturity longer than the Designated CMT Index Maturity have
         remaining terms to maturity that are equally close to the Designated
         CMT Index Maturity, the Calculation Agent will obtain quotations for
         the Treasury Note with the shorter remaining term to maturity.

                  (vi)     If fewer than five but more than two such primary
         dealers are quoting as described in clause (v) above, then the CMT Rate
         for such CMT Interest Determination Date will be based on the
         arithmetic mean of the offered rates so obtained, and neither the
         highest nor the lowest of such quotations will be disregarded.

                  (vii)    If two or fewer primary dealers selected by the
         Calculation Agent are quoting as described in clause (v) above, the CMT
         Rate shall be the CMT Rate in effect on such CMT Interest Determination
         Date (or, if the Initial Base Rate has been in effect for


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                                      -25-
<PAGE>

         the prior Interest Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(g)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (h)      DETERMINATION OF CD RATE. If the Base Rate is the CD
Rate, the Base Rate that takes effect on any Interest Reset Date shall equal the
rate, on the second Business Day immediately preceding such Interest Reset Date
(the "CD Interest Determination Date"), for negotiable U.S. dollar certificates
of deposit having the Index Maturity as published in H.15(519) under the heading
"CDs (Secondary Market)". If the CD Rate cannot be determined as described
above, the following procedures will apply in determining the CD Rate:

                  (i)      If the rate described above is not published in
         H.15(519) by 3:00 P.M., New York City time, on the Calculation Date
         corresponding to such CD Interest Determination Date, then the CD Rate
         shall be the rate described above as published in H.15 Daily Update, or
         another recognized electronic source used for displaying that rate,
         under the heading "CDs (Secondary Market)".

                  (ii)     If the rate described in clause (i) above is not
         published in H.15(519), H.15 Daily Update or another recognized
         electronic source by 3:00 P.M., New York City time, on such Calculation
         Date (unless the calculation is made earlier and the rate is available
         from one of those sources at that time), the CD Rate shall be the
         arithmetic mean of the following secondary market offered rates for
         negotiable U.S. dollar certificates of deposit of major U.S. money
         center banks having a remaining maturity closest to the Index Maturity
         and in a Representative Amount: the rates offered as of 10:00 A.M., New
         York City time, on such CD Interest Determination Date, by three
         leading nonbank dealers in negotiable U.S. dollar certificates of
         deposit in New York City, as selected by the Calculation Agent.


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                                      -26-
<PAGE>

                  (iii)    If fewer than three dealers selected by the
         Calculation Agent are quoting as described in clause (ii) above, the CD
         Rate will be the CD Rate in effect on such CD Interest Determination
         Date (or, if the Initial Base Rate has been in effect for the prior
         Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(h)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (i)      DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate
is the Federal Funds Rate, the Base Rate that takes effect on any Interest Reset
Date shall equal the rate, on the second Business Day immediately preceding such
Interest Reset Date (the "Federal Funds Interest Determination Date"), for U.S.
dollar Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)", as that rate is displayed on Moneyline Telerate Page 120. If the
Federal Funds Rate cannot be determined as described above, the following
procedures will apply in determining the Federal Funds Rate:

                  (i)      If the rate described above is not displayed on
         Moneyline Telerate Page 120 by 3:00 P.M., New York City time, on the
         Calculation Date corresponding to such Federal Funds Interest
         Determination Date (unless the calculation is made earlier and the rate
         is available from that source at that time), then the Federal Funds
         Rate will be the rate described above, on such Federal Funds Interest
         Determination Date, as published in H.15 Daily Update, or another
         recognized electronic source used for displaying that rate, under the
         heading "Federal Funds (Effective)".

                  (ii)     If the rates described above are not displayed on
         Moneyline Telerate Page 120 or are not published in H.15 (519), H.15
         Daily Update or another recognized electronic source by 3:00 P.M., New
         York City time, on such Calculation Date (unless the calculation is
         made earlier and the rate is available from one of those sources at
         that time), the


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                                      -27-
<PAGE>

         Federal Funds Rate will be the arithmetic mean of the rates for the
         last transaction in overnight U.S. dollar federal funds arranged,
         before 9:00 A.M., New York City time, on such Federal Funds Interest
         Determination Date, by three leading brokers of U.S. dollar federal
         funds transactions in New York City selected by the Calculation Agent.

                  (iii)    If fewer than three brokers selected by the
         Calculation Agent are quoting as described in clause (ii) above, the
         Federal Funds Rate will be the Federal Funds Rate in effect on such
         Federal Funds Interest Determination Date (or, if the Initial Base Rate
         has been in effect for the prior Interest Reset Period, the Initial
         Base Rate).

                  The interest rate determined in accordance with this Section
3(i) will be adjusted by the addition or subtraction of the Spread, if any, or
by multiplying such Base Rate by the Spread Multiplier, if any.

                  (j)      DETERMINATION OF 11TH DISTRICT RATE. If the Base Rate
is the 11th District Rate, the Base Rate that takes effect on any Interest Reset
Date shall equal the 11th District Rate on the 11th District Interest
Determination Date (as defined in Section 3(n) below) corresponding to such
Interest Reset Date. The 11th District Rate on any 11th District Interest
Determination Date shall be the rate equal to the monthly weighted average cost
of funds for the calendar month immediately before such date, as displayed on
Moneyline Telerate Page 7058 under the heading "11th District" as of 11:00 A.M.,
San Francisco time, on such date. If the 11th District Rate cannot be determined
as described above, the following procedures will apply in determining the 11th
District Rate:

                  (i)      If the rate described above does not appear on
         Moneyline Telerate Page 7058 on such 11th District Interest
         Determination Date, then the 11th District Rate on such date will be
         the monthly weighted average cost of funds paid by institutions that
         are members of the Eleventh Federal Home Loan Bank District for the
         calendar month immediately


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                                      -28-
<PAGE>

         preceding such date, as most recently announced by the Federal Home
         Loan Bank of San Francisco as such monthly weighted average cost of
         funds.

                  (ii)     If the Federal Home Loan Bank of San Francisco fails
         to announce the cost of funds described in clause (i) above on or
         before such 11th District Interest Determination Date, the 11th
         District Rate that takes effect on such Interest Reset Date will be the
         11th District Rate in effect on such 11th District Interest
         Determination Date (or, if the Initial Base Rate has been in effect for
         the prior Interest Reset Period, the Initial Base Rate).

                  The interest rate determined in accordance with this Section
3(j) will be adjusted by the addition or subtraction of the Spread, if any, or
by multiplying such Base Rate by the Spread Multiplier, if any.

                  (k)      MINIMUM AND MAXIMUM LIMITS. Notwithstanding the
foregoing, the rate at which interest accrues on this Security (i) shall not at
any time be higher than the Maximum Rate, if any, or less than the Minimum Rate,
if any, specified on the face hereof, in each case on an accrual basis, and (ii)
shall not at any time be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general application.

                  (l)      CALCULATION OF INTEREST. Payments of interest hereon
with respect to any Interest Payment Date or at the Maturity of the principal
hereof will include interest accrued to but excluding such Interest Payment Date
or the date of such Maturity, as the case may be. Accrued interest from the date
of issue or from the last date to which interest has been paid or duly provided
for shall be calculated by the Calculation Agent by multiplying the Principal
Amount by an accrued interest factor. Such accrued interest factor shall be
computed by adding the interest factors calculated for each day from and
including the Original Issue Date or from and including the last date to which
interest has been paid or duly provided for, to but excluding the date for which


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                                      -29-
<PAGE>

accrued interest is being calculated. The interest factor for each such day
shall be expressed as a decimal and computed by dividing the interest rate (also
expressed as a decimal) in effect on such day by 360, if the Base Rate is the
Commercial Paper Rate, Prime Rate, LIBOR, CD Rate, Federal Funds Rate or 11th
District Rate, or by the actual number of days in the year, if the Base Rate is
the Treasury Rate or CMT Rate.

                  All percentages resulting from any calculation with respect to
this Security will be rounded upward or downward, as appropriate, to the next
higher or lower one hundred-thousandth of a percentage point (e.g., 9.876541%
(or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or
..09876545) being rounded up to 9.87655% (or .0987655) ). All amounts used in or
resulting from any calculation with respect to this Security will be rounded
upward or downward, as appropriate, to the nearest cent, in the case of U.S.
dollars, or to the nearest corresponding hundredth of a unit, in the case of a
currency other than U.S. dollars, with one-half cent or one-half of a
corresponding hundredth of a unit or more being rounded upward.

                  (m)      CALCULATION AGENT AND EXCHANGE RATE AGENT. The
Company has initially appointed the institutions named on the face of this
Security as Calculation Agent and Exchange Rate Agent, respectively, to act as
such agents with respect to this Security, but the Company may, in its sole
discretion, appoint any other institution (including any Affiliate of the
Company) to serve as any such agent from time to time. The Company will give the
Trustee prompt written notice of any change in any such appointment. Insofar as
this Security provides for any such agent to obtain rates, quotes or other data
from a bank, dealer or other institution for use in making any determination
hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions
are any such agent, Affiliates of any such agent, any of the agents named on the
cover of the Company's Prospectus Supplement dated March 21, 2003 relating to
the Company's Medium-Term Notes, Series E or


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                                      -30-
<PAGE>

any Affiliate of any such agent or Affiliates of the Company.

                  All determinations made by the Calculation Agent or the
Exchange Rate Agent may be made by such agent in its sole discretion and, absent
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security and the Company. Neither the Calculation Agent nor the Exchange
Rate Agent shall have any liability therefor.

                  (n)      DEFINITIONS OF CALCULATION TERMS. As used in this
Security, the following terms have the meanings set forth below:

                  "Bond Equivalent Yield" means a yield expressed as a
percentage and calculated in accordance with the following formula:

         Bond Equivalent Yield =      D x N     x 100,
                                 --------------
                                   360 - (D x M)

         where

         -        "D" equals the annual rate for Treasury Bills quoted on a bank
                  discount basis and expressed as a decimal;

         -        "N" equals 365 or 366, as the case may be; and

         -        "M" equals the actual number of days in the period from and
                  including the relevant Interest Reset Date to but excluding
                  the next succeeding Interest Reset Date.

                 "Business Day" means, for this Security, a day that meets the
requirements set forth in each of clauses (i) through (iii) below, in each case
to the extent such requirements apply to this Security as specified below:

         (i)      is a Monday, Tuesday, Wednesday, Thursday or Friday that is
                  neither a legal holiday nor a day on which commercial banking


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                                      -31-
<PAGE>

                  institutions in New York City generally are authorized or
                  required by law, regulation or executive order to close;

         (ii)     if the Base Rate is LIBOR, is also a London Banking Day; and

         (iii)    if the Specified Currency for payment of principal of or
                  interest on this Security is other than U.S. dollars, is also
                  a day on which banking institutions are not authorized or
                  required by law, regulation or executive order to close in the
                  principal financial center of the country issuing such
                  Specified Currency.

Solely when used in the third paragraph under the heading "Currency of Payment"
on the face of this Security, the meaning of the term "Business Day" shall be
determined as if the Base Rate for this Security is not LIBOR. With respect to
any particular location, the close of business on any day on which business is
not being conducted at that location shall be deemed to mean 5:00 P.M., New York
City time, on that day.

                  The "Calculation Date" corresponding to any Commercial Paper
Interest Determination Date, Prime Interest Determination Date, LIBOR Interest
Determination Date, Treasury Interest Determination Date, CMT Interest
Determination Date, CD Interest Determination Date, Federal Funds Interest
Determination Date or 11th District Interest Determination Date, as the case may
be, means the earlier of:

                  (i)      the tenth day after such interest determination date
         or, if any such day is not a Business Day, the next succeeding Business
         Day; and

                  (ii)     the Business Day immediately preceding the Interest
         Payment Date or the date of Maturity of the principal hereof, whichever
         is the day on which the next payment of interest will be due.


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                                      -32-
<PAGE>

The Calculation Date corresponding to any Interest Reset Date means the
Calculation Date corresponding to the relevant interest determination date
immediately preceding such Interest Reset Date.

                  "Designated CMT Index Maturity" means, if the Base Rate is the
CMT Rate, the Index Maturity for this Security and will be the original period
to maturity of a U.S. Treasury security -- either 1, 2, 3, 5, 7, 10, 20 or 30
years -- specified on the face hereof, provided that, if no such original
maturity period is so specified, the Designated CMT Index Maturity will be 2
years.

                  "Designated CMT Moneyline Telerate Page" means, if the Base
Rate is the CMT Rate, the Moneyline Telerate Page specified on the face hereof
that displays Treasury constant maturities as reported in H.15(519), provided
that, if no Moneyline Telerate Page is so specified, then the applicable page
will be Moneyline Telerate Page 7052 and provided, further, that if Moneyline
Telerate Page 7052 applies but it is not specified on the face hereof whether
the weekly or monthly average applies, the weekly average will apply.

                  The "11th District Interest Determination Date" corresponding
to a particular Interest Reset Date will be the last working day in San
Francisco, in the first calendar month preceding such Interest Reset Date, on
which the Federal Home Loan Bank of San Francisco publishes the monthly average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District for the second calendar month preceding such Interest Reset Date.

                  "H.15(519)" means the weekly statistical release entitled
"Statistical Release H.15 (519)", or any successor publication, published by the
Board of Governors of the Federal Reserve System.

                  "H.15 Daily Update" means the daily update of H.15 (519)
available through the worldwide-web site of the Board of Governors of the
Federal Reserve System, at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publication.


                  (Reverse of Security continued on next page)

                                      -33-
<PAGE>


                  The "LIBOR Interest Determination Date" corresponding to any
Interest Reset Date means the second London Banking Day preceding such Interest
Reset Date, unless the Index Currency is pounds sterling, in which case the
LIBOR Interest Determination Date will be the Interest Reset Date.

                  "London Banking Day" means a day on which commercial banks are
open for business (including dealings in the Index Currency) in London.

                  "Money Market Yield" means a yield expressed as a percentage
and calculated in accordance with the following formula:

                  Money Market Yield =           D x 360      x 100,
                                            ---------------
                                              360 - (D x M)

         where

         -        "D" equals the per annum rate for commercial paper quoted on a
                  bank discount basis and expressed as a decimal; and

         -        "M" equals the actual number of days in the period from and
                  including the relevant Interest Reset Date to but excluding
                  the next succeeding Interest Reset Date.

                  "Moneyline Telerate LIBOR Page" means Moneyline Telerate Page
3750 or any replacement page or pages on which London interbank rates of major
banks for the Index Currency are displayed.

                  "Moneyline Telerate Page" means the display on Moneyline
Telerate, Inc., or any successor service, on the page or pages specified on the
face hereof, or any replacement page or pages on that service.

                  "Representative Amount" means an amount that, in the
Calculation Agent's judgment, is representative of a single transaction in the
relevant market at the relevant time.


                  (Reverse of Security continued on next page)

                                      -34-
<PAGE>


                  "Reuters Screen LIBOR Page" means the display on the Reuters
Monitor Money Rates Service, or any successor service, on the page designated as
"LIBO" or any replacement page or pages on which London interbank rates of major
banks for the Index Currency are displayed.

                  "Reuters Screen US PRIME 1 Page" means the display on the "US
PRIME 1" page on the Reuters Monitor Money Rates Service, or any successor
service, or any replacement page or pages on that service, for the purpose of
displaying prime rates or base lending rates of major U.S. banks.

                  The "Treasury Interest Determination Date" corresponding to
any Interest Reset Date means the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. If, as the
result of a legal holiday, an auction is so held on the Friday in the week
immediately preceding the week in which such Interest Reset Date falls, such
Friday will be the corresponding Treasury Interest Determination Date. If no
auction is held for the week in which such Interest Reset Date falls, then the
Interest Reset Date with respect to such week shall be the first Business Day of
such week. If an auction date shall fall on a day that would otherwise be an
Interest Reset Date, then such Interest Reset Date shall instead be the first
Business Day immediately following such auction date.

                  "Treasury Notes" means direct, noncallable, fixed rate
obligations of the U.S. government.

                  References in this Security to U.S. dollars shall mean, as of
any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America.

                  References in this Security to a particular currency other
than U.S. dollars shall mean, as of any time, the coin or currency that is then
legal tender for the payment of public and private debts in the country issuing
such currency on the Original Issue Date.


                  (Reverse of Security continued on next page)

                                      -35-
<PAGE>

                  References in this Security to a particular heading or
headings on any of Designated CMT Telerate Page, H.15(519), H.15 Daily Update,
Moneyline Telerate LIBOR Page, Moneyline Telerate Page, Reuters Screen LIBOR
Page or Reuters Screen US Prime 1 Page include any successor or replacement
heading or headings as determined by the Calculation Agent.

                  4.       REDEMPTION AT THE COMPANY'S OPTION

                  Unless a Redemption Commencement Date is specified on the face
hereof, except as provided below, this Security shall not be redeemable at the
option of the Company before the Stated Maturity Date. If a Redemption
Commencement Date is so specified, and unless otherwise specified on the face
hereof, this Security is subject to redemption upon not less than 30 days' nor
more than 60 days' notice at any time and from time to time on or after the
Redemption Commencement Date, in each case as a whole or in part, at the
election of the Company and at the applicable Redemption Price specified on the
face hereof (expressed as a percentage of the principal amount of this Security
to be redeemed), together with accrued interest to the Redemption Date, but
interest installments due on or prior to such Redemption Date will be payable to
the Holder of this Security, or one or more Predecessor Securities, of record at
the close of business on the relevant record date, all as provided in the
Indenture; provided, however, that the first two paragraphs of Section 1103 of
the Indenture shall not apply to this Security, and if less than all of the
Securities of this series are to be redeemed, the Company may select, from
Securities of this series that are subject to redemption pursuant to the terms
thereof, the Security or Securities, or portion or portions thereof, to be
redeemed.

                  In the event that the Guarantor shall be obligated to pay any
Additional Amounts due to a change in law, regulation or interpretation, the
Company may, at its option, redeem this Security as a whole at a redemption
price of 100% of the principal amount thereof (or, if this Security is issued
with an original issue


                  (Reverse of Security continued on next page)

                                      -36-
<PAGE>

discount, 100% of the OID Default Amount) together with accrued interest to the
date fixed for redemption.

                  5.       REPAYMENT AT THE HOLDER'S OPTION

                  Except as otherwise may be provided on the face hereof, if one
or more Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in increments of $1,000 (provided that the
remaining principal amount of any Security surrendered for partial repayment
shall at least equal an Authorized Denomination), on any such Repayment Date, in
each case at the option of the Holder and at the applicable Repayment Price
specified on the face hereof (expressed as a percentage of the principal amount
to be repaid), together with accrued interest to the applicable Repayment Date
(but interest installments due on or prior to such Repayment Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant record date as provided in
the Indenture). If this security provides for more than one Repayment Date, and
the Holder exercises its option to elect repayment, the Holder shall be deemed
to have elected repayment on the earliest Repayment Date after all conditions to
such exercise have been satisfied, and references herein to the applicable
Repayment Date shall mean such earliest Repayment Date.

                  In order for the exercise of such option to be effective and
this Security to be repaid, the Company must receive at the applicable address
of the Paying Agent set forth below (or at such other place or places of which
the Company shall from time to time notify the Holder of this Security), on any
Business Day not later than the 30th, and not earlier than the 60th, calendar
day prior to the applicable Repayment Date (or, if either such calendar day is
not a Business Day, the next succeeding Business Day), either (i) this Security,
with the form below entitled "Option to Elect Repayment" duly completed and
signed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc., a commercial bank or a trust company in the United
States of America setting forth


                  (Reverse of Security continued on next page)

                                      -37-
<PAGE>

(a) the name, address and telephone number of the Holder of this Security, (b)
the principal amount of this Security and the amount of this Security to be
repaid, (c) a statement that the option to elect repayment is being exercised
thereby and (d) a guarantee stating that the Company will receive this Security,
with the form below entitled "Option to Elect Repayment" duly completed and
signed, not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter (provided that this Security and form
duly completed and signed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is Bank One, NA, Attention: Securities Processing
Division, 55 Water Street, 1st Floor, Jeanette Park Entrance, New York, New York
10041 (or at such other places as the Company or the Paying Agent shall notify
the Holder of this Security). All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and binding.
Notwithstanding the foregoing, (x) if this Security is a Global Security, the
option of the Holder to elect repayment may be exercised in accordance with the
Applicable Procedures of the Depositary for this Security at least 15 calendar
days prior to the applicable Repayment Date and (y) whether or not this Security
is a Global Security, the option of the Holder to elect repayment may be
exercised in any such manner as the Company may approve.

                  6.       TRANSFER AND EXCHANGE

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of


                  (Reverse of Security continued on next page)

                                      -38-
<PAGE>

this series and of like tenor, of Authorized Denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

                  As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different Authorized Denomination, as requested by the Holder surrendering
the same.

                  No service charge shall 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 due presentment of this Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company nor the Guarantor nor the Trustee nor any such
agent shall be affected by notice to the contrary.

                  If this Security is a Global Security, this Security shall be
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.

                  7.       [RESERVED.]

                  8.       REMEDIES.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.


                  (Reverse of Security continued on next page)

                                      -39-
<PAGE>

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

                  9.       MODIFICATION AND WAIVER.

                  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 Guarantor and the rights of the Holders of
the Securities of each series to be affected under the Indenture at any time by
the Company, the Guarantor and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of all
series to be affected (considered together as one class for this purpose). The
Indenture also contains provisions (i) permitting the Holders of a


                                      -40-
<PAGE>

majority in principal amount of the Securities at the time Outstanding of all
series to be affected under the Indenture (considered together as one class for
this purpose), on behalf of the Holders of all Securities of such series, to
waive compliance by the Company and the Guarantor with certain provisions of the
Indenture and (ii) permitting the Holders of a majority in principal amount of
the Securities at the time Outstanding of any series to be affected under the
Indenture (with each such series considered separately for this purpose), on
behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                  10.      GOVERNING LAW.

                  THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      -41-
<PAGE>

                                    GUARANTEE
                                       OF
                                  POPULAR, INC.


                  Popular, Inc. (the "Guarantor") hereby unconditionally
guarantees to the Holder of this Security duly authenticated and delivered by
the Trustee, the due and punctual payment of the principal, and premium, if any,
of (including any amount in respect of original issue discount), and interest,
if any (together with any Additional Amounts payable pursuant to the terms of
this Security), on this Security and the due and punctual payment of the sinking
fund payments, if any, and analogous obligations, if any, provided for pursuant
to the terms of this Security, when and as the same shall become due and
payable, whether at Stated Maturity or upon redemption, repayment or upon
declaration of acceleration or otherwise according to the terms of this Security
and of the Indenture. In case of default by the Company in the payment of any
such principal (including any amount in respect of original issue discount), any
premium or interest (together with any Additional Amounts payable pursuant to
the terms of this Security), sinking fund payment, or analogous obligation, the
Guarantor agrees duly and punctually to pay the same. The Guarantor hereby
agrees that its obligations hereunder shall be as principal and not merely as
surety, and shall be absolute and unconditional irrespective of any extension of
the time for payment of this Security, any modification of this Security, any
invalidity, irregularity or unenforceability of this Security or the Indenture,
any failure to enforce the same or any waiver, modification, consent or
indulgence granted to the Company with respect thereto by the Holder of this
Security or the Trustee, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a demand or proceeding first against the Company, protest or
notice with respect to this Security or the indebtedness evidenced thereby and
all demands whatsoever, and covenants that this guarantee will not be discharged
as to this Security except by payment in full of the principal of (including any
amount payable in respect of original issue discount), and any premium or
interest (together with any Additional Amounts payable pursuant to the terms of
this Security), thereon.


                                      -42-
<PAGE>

                  The Guarantor irrevocably waives any and all rights to which
it may be entitled, by operation of law or otherwise, upon making any payment
hereunder (i) to be subrogated to the rights of a Holder against the Company
with respect to such payment or otherwise to be reimbursed, indemnified or
exonerated by the Company in respect thereof or (ii) to receive any payment, in
the nature of contribution or for any other reason, from any other obligor with
respect to such payment.

                  This guarantee shall not be valid or become obligatory for any
purpose with respect to this Security until the certificate of authentication on
this Security shall have been signed by the Trustee.

                  This guarantee is governed by and construed in accordance with
the laws of the State of New York.

                  IN WITNESS WHEREOF, Popular, Inc. has caused this guarantee to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

                                     POPULAR, INC.



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


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


Attested:
         -----------------


                                      -43-
<PAGE>


                                                     CUSIP NO.
                                                               ----------------

                                          ORIGINAL ISSUE DATE:
                                                               ----------------


                           POPULAR NORTH AMERICA, INC.
                           MEDIUM-TERM NOTE, SERIES E

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT


                  The undersigned hereby irrevocably requests and instructs the
Company to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address and telephone number are as follows:


--------------------------------------------------------------------------------
                     (please print name of the undersigned)



--------------------------------------------------------------------------------
                    (please print address of the undersigned)



--------------------------------------------------------------------------------
               (please print telephone number of the undersigned)

                  If such Security provides for more than one Repayment Date,
the undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.

                  For such Security to be repaid the Company must receive at the
applicable address of the Paying Agent set forth below or at such other place or
places of which the Company shall from time to time notify the Holder of such
Security, on


                                      -44-
<PAGE>

any Business Day not later than the 30th or earlier than the 60th calendar day
prior to the Repayment Date (or, if either such calendar day is not a Business
Day, the next succeeding Business Day), either (i) such Security, with this
"Option to Elect Repayment" form duly completed and signed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of such Security, (b) the
principal amount of such Security and the amount of such Security to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby
and (d) a guarantee stating that such Security to be repaid with the form
entitled "Option to Elect Repayment" on the addendum to the Security duly
completed and signed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (provided that such Security and form duly completed and signed are
received by the Company by such fifth Business Day). The address to which such
deliveries are to be made is:

                  Bank One, NA
                  Attention: Securities Processing Division
                  55 Water Street, 1st Floor
                  Jeanette Park Entrance
                  New York, New York 10041

or at such other place as the Company or the Paying Agent shall notify the
Holder of such Security.

                  If less than the entire principal amount of such Security is
to be repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:

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

and specify the denomination or denominations (which shall equal any Authorized
Denomination) of the Security or Securities to be issued to the Holder in
respect of the portion of such Security not being repaid (in the absence of any
specification, one Security will be issued in respect of the portion not being
repaid):


                                      -45-
<PAGE>

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



Date:
     ------------------------                ---------------------------------
                                             Notice: The signature to
                                             this Option to Elect
                                             Repayment must correspond
                                             with the name of the Holder
                                             as written on the face of
                                             such Security in every
                                             particular without
                                             alteration or enlargement
                                             or any other change
                                             whatsoever.


                                      -46-
<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Security, 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 the 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.

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


                                      -47-
<PAGE>


                                   ASSIGNMENT


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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 -----------------------
/----------------------/

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

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

                   (Please Print or Typewrite Name and Address
                     Including Postal Zip Code of Assignee)


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

the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________________________________________
to transfer said Security on the books of the Company, with full power of
substitution in the premises.


Dated:
      -----------------

Signature Guaranteed


-------------------------           -------------------------------------------
NOTICE: Signature must be           NOTICE:  The signature to this assignment
guaranteed.                         must correspond with the name of the Holder
                                    as written upon the face of the attached
                                    Security in every particular, without
                                    alteration or enlargement or any change
                                    whatever.


                                      -48-