5.75% NOTES DUE NOVEMBER 15, 2009



     Section 1.  General. This Note is one of a duly authorized issue of

securities of the Company (herein called the "Securities"), issued and to be

issued in one or more series under an Indenture, dated as of April 1, 1992, as

supplemented by a supplemental indenture dated as of January 1, 1994, a second

supplemental indenture dated as of October 1, 1999, and a third supplemental

indenture dated as of May 15, 2001 (the "Indenture"), between the Company and

Bank One Trust Company, N.A., as successor in interest to The First National

Bank of Chicago, as Trustee (herein called the "Trustee", which term includes

any successor trustee under the Indenture), to which Indenture and all

indentures supplemental thereto reference is hereby made for a statement of the

respective rights, limitations of rights, duties and immunities thereunder of

the Company, the Trustee and the Holders of the Securities and of the terms upon

which the Securities are, and are to be, authenticated and delivered. This

Security is one of the Securities of the series designated on the face hereof.



     Section 2.  Payment of Additional Amounts. The Company shall pay to any

Holder who is a Non-United States person (as defined below) such Additional

Amounts as may be necessary in order that every net payment in respect of the

principal, premium, if any, or interest, if any, on this Security, after

deduction or withholding by the Company or any Paying Agent for or on account of

any present or future tax, assessment or governmental charge imposed upon or as

a result of such payment by the United States or any political subdivision or

taxing authority thereof or therein, shall not be less than the amount provided

for herein to be then due and payable before any such deduction or withholding

for or on account of any such tax, assessment or governmental charge; provided,

however, that the foregoing obligation to pay such Additional Amounts shall not

apply to:



          (a)  any tax, assessment or other governmental charge which would not

     have been so imposed but for:



               (i)  the existence of any present or former connection between

          such Holder (or a fiduciary, settlor, beneficiary, member or

          shareholder of, or holder of a power over, such Holder, if such Holder

          is an estate, trust, partnership or corporation) and the United

          States, including, without limitation, such Holder (or such fiduciary,

          settlor, beneficiary, member, shareholder of, or holder of a power)

          being or having been a citizen or resident or treated as a resident

          thereof or being or having been engaged in a trade or business therein

          or being or having been present therein or having or having had a

          permanent establishment therein; or



               (ii) such Holder's present or former status as a personal holding

          company or foreign personal holding company or controlled foreign

          corporation for United States federal income tax purposes or

          corporation which accumulates



                                       5



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                  earnings to avoid United States federal income tax;



                  (b) any tax, assessment or other governmental charge which

         would not have been so imposed but for the presentation by the Holder

         for payment on a date more than 10 days after the date on which such

         payment became due and payable or the date on which payment thereof is

         duly provided for, whichever occurs later;



                  (c) any estate, inheritance, gift, sales, transfer, personal

         property or excise tax or any similar tax, assessment or governmental

         charge;



                  (d) any tax, assessment or other governmental charge which is

         payable otherwise than by withholding from payments in respect of

         principal of, premium, if any, or interest, if any, on this Security;



                  (e) any tax, assessment or other governmental charge imposed

         on interest received by a Holder or beneficial owner of this Security

         who actually or constructively owns 10% or more of the total combined

         voting power of all classes of stock of the Company entitled to vote

         within the meaning of Section 871(h)(3) of the United States Internal

         Revenue Code of 1986, as amended;



                  (f) any tax, assessment or other governmental charge imposed

         as a result of the failure to comply with:



                      (i) certification, information, documentation, reporting

                  or other similar requirements concerning the nationality,

                  residence, identity or connection with the United States of

                  the Holder or beneficial owner of this Security, if such

                  compliance is required by statute, or by regulation of the

                  United States Treasury Department, as a precondition to relief

                  or exemption from such tax, assessment or other governmental

                  charge (including backup withholding); or



                      (ii) any other certification, information, documentation,

                  reporting or other similar requirements under United States

                  income tax laws or regulations that would establish

                  entitlement to otherwise applicable relief or exemption from

                  such tax, assessment or other governmental charge;



                  (g) any tax, assessment or other governmental charge required

         to be withheld by any Paying Agent from any payment of the principal

         of, premium, if any, or interest, if any, on this Security, if such

         payment can be made without such withholding by at least one other

         Paying Agent;



                  (h) any tax, assessment or other governmental charge that is

         required to be made pursuant to any European Union directive on the

         taxation of savings income or any law implementing or complying with,

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