EXHIBIT 4.3

Exhibit 4.3(a)


This Note is a Global Security within the meaning of the Indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depositary Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.

REGISTERED REGISTERED
DELUXE CORPORATION Principal Amount:
No. AA- MEDIUM-TERM NOTE, SERIES A $
(GLOBAL FIXED RATE NOTE) CUSIP
No.

ORIGINAL ISSUE DATE: MATURITY DATE:

INTEREST RATE: REDEMPTION TERMS:





OTHER TERMS: REPAYMENT TERMS:




DELUXE CORPORATION, a corporation duly organized and existing under the
laws of Minnesota (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to


or registered assigns, the principal sum of DOLLARS

on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date or Repayment Date, and to pay interest thereon from
the Original Issue Date shown above or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
each February 15 and August 15 or such other dates, if any, as are specified
under "Other Terms" above (the "Interest Payment Dates") and on the Maturity
Date, commencing with the Interest Payment Date immediately following the
Original Issue Date, at the rate per annum equal to the Interest Rate shown
above, until the principal hereof is paid or made


-1-


available for payment; provided, however, that if the Original Issue Date is
after a Regular Record Date and on or before the immediately following Interest
Payment Date, interest payments will commence on the Interest Payment Date
following the next succeeding Regular Record Date. 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 Note (or one
or more predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall, unless otherwise specified under
"Other Terms" above, be the first calendar day (whether or not a Business Day)
of the month in which such Interest Payment Date occurs; provided, however, that
interest payable on the Maturity Date of this Note or any applicable Redemption
Date or Repayment Date that is not an Interest Payment Date shall be payable to
the Person to whom principal shall be payable. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder hereof on such Regular Record Date and may be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date. In the event that
any Interest Payment Date or the Maturity Date or any applicable Redemption Date
or Repayment Date is not a Business Day, the interest and, with respect to the
Maturity Date or any applicable Redemption Date or Repayment Date, principal
otherwise payable on such date will be paid on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date,
Maturity Date, Redemption Date or Repayment Date. Payment of the principal of
(and premium, if any) and interest on this Note will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of the principal of
(and premium, if any) and interest on this Note due on the Maturity Date or any
applicable Redemption Date or Repayment Date will be made in immediately
available funds upon presentation of this Note at the Corporate Trust Office of
the Trustee in The City of Minneapolis, Minnesota or at its agency in The City
of New York. Interest on this Note shall be computed on the basis of a 360-day
year of twelve 30-day months.

Reference is hereby made to the further provisions of this Note set forth
below, 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 or on
behalf of the Trustee identified below, by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

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

DELUXE CORPORATION


By
-----------------------------
Charles M. Osborne
Senior Vice President


Attest
---------------------------
John H. LeFevre
Secretary


Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee


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

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DELUXE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(GLOBAL FIXED RATE NOTE)


This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 27, 1995 (herein called the "Indenture"),
between the Company and Norwest Bank Minnesota, National Association, 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 Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Maturity Date, interest rate
or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.

If a Redemption Commencement Date or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice by mail to the Person in whose name this Note
is registered at such address as shall appear in the registry books of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together in the case of any such
redemption with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Regular Record Dates referred to
above, all as provided in the Indenture. In the event of redemption of this
Note in part only, a new Note of this series and of like tenor of an authorized
denomination for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. This Note is not subject to any
sinking fund.

If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (expressed as percentages of the principal amount
of this Note) are set forth above under "Repayment Terms", this Note is subject
to repayment at the option of the Holder hereof prior to the Maturity Date upon
such terms as are set forth above under "Repayment Terms". In the event of
repayment of this Note in part only, a new Note of this series and of like tenor
of an authorized denomination for the portion hereof not repaid will be issued
in the name of the Holder hereof upon the cancellation hereof.

-4-





If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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
Note.

No reference herein to the Indenture and no provision of this Note 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 Note at the times, place and rate, and in the coin or currency,
herein prescribed.

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

Unless otherwise set forth above, under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series

-5-




are exchangeable for a like aggregate principal amount of Notes of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

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

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

This Note may have such additional or different terms as are set forth
above under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.

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

All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

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

ABBREVIATIONS

The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:

TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)

under Uniform Gift to Minors Act


---------------------------
(State)

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


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


-6-



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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)


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


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


Dated
-------------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.


-7-




OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at the applicable Repayment Price, together with interest to the Repayment Date,
to the undersigned at

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

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

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

If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the undersigned elects to have
repaid:____________________________________________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the undersigned for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):__________________________.


Dated
-------------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever.


-8-


Exhibit 4.3(b)


This Note is a Global Security within the meaning of the Indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depositary Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.

REGISTERED REGISTERED
DELUXE CORPORATION Principal Amount:
No. AB-- MEDIUM-TERM NOTE, SERIES A $
(GLOBAL FLOATING RATE NOTE) CUSIP
No.

ORIGINAL ISSUE DATE: MATURITY DATE:

INITIAL INTEREST RATE: SPREAD:

INTEREST RATE BASIS (AND, SPREAD MULTIPLIER:
IF APPLICABLE, RELATED
INTEREST PERIODS):
REDEMPTION TERMS:

[ ] COMMERCIAL PAPER RATE
[ ] FEDERAL FUNDS RATE
[ ] LIBOR
INDEX CURRENCY:
[ ] PRIME RATE
[ ] CD RATE
[ ] TREASURY RATE
[ ] CMT RATE REPAYMENT TERMS:
DESIGNATED CMT TELERATE
PAGE:
DESIGNATED CMT MATURITY
INDEX: CALCULATION AGENT:
[ ] OTHER (SEE "OTHER TERMS")

INDEX MATURITY:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE: OTHER TERMS:

INTEREST RESET DATES:

INTEREST PAYMENT DATES:


-1-


DELUXE CORPORATION, a corporation duly organized and existing under the
laws of Minnesota (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to

or registered assigns, the principal sum of DOLLARS

on the Maturity Date shown above or, if such Maturity Date is not a Business
Day, the next succeeding Business Day, except that, in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, the immediately
preceding Business Day, or, together with any premium thereon, upon any
applicable Redemption Date or Repayment Date, and to pay interest thereon from
the Original Issue Date shown above or, except as otherwise specified below,
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, on each Interest Payment Date shown above and on
the Maturity Date, commencing with the Interest Payment Date immediately
following the Original Issue Date, at the rate per annum determined in
accordance with the provisions below relating to the applicable Interest Rate
Basis specified above, until the principal hereof is paid or made available for
payment; provided, however, that if the Original Issue Date is after a Regular
Record Date and on or before the immediately following Interest Payment Date,
interest payments will commence on the Interest Payment Date following the next
succeeding Regular Record Date. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in such
Indenture be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which, unless otherwise specified under "Other Terms"
above, shall be the fifteenth calendar day (whether or not a Business Day) next
preceding such Interest Payment Date; provided, however, that interest payable
on the Maturity Date of this Note or any applicable Redemption Date or Repayment
Date that is not an Interest Payment Date shall be payable to the Person to whom
principal shall be payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder hereof on such
Regular Record Date and may be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date. In the event that any Interest
Payment Date or any applicable Redemption Date or Repayment Date is not a
Business Day, such Interest Payment Date, Redemption Date or Repayment Date
shall be postponed to the next day that is a Business Day, except that, in the
case of a LIBOR Note, if such Business Day is in the next succeeding calendar
month, such Interest Payment Date, Redemption Date or Repayment Date shall be
the immediately preceding Business Day. Payment of the principal of (and
premium, if any) and interest on this Note will be made in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payment of the principal of (and premium,
if any) and interest on this Note due on the Maturity Date or any applicable
Redemption Date or Repayment Date will be made in immediately available funds
upon presentation of this Note at the Corporate Trust Office of the Trustee in
The City of Minneapolis, Minnesota or at its agency in The City of New York.


-2-


Reference is hereby made to the further provisions of this Note set forth
below, 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 or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

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

DELUXE CORPORATION


By
-------------------------------
Charles M. Osborne
Senior Vice President


Attest
-----------------------------
John H. LeFevre
Secretary

Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee


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


-3-


DELUXE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(GLOBAL FLOATING RATE NOTE)


This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture dated as of October 27, 1995 (herein called the "Indenture"),
between the Company and Norwest Bank Minnesota, National Association, 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 Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Maturity Date, interest rate
or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.

REDEMPTION AND REPAYMENT

If a Redemption Commencement Date or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice by mail to the Person in whose name this Note
is registered at such address as shall appear in the registry books of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together in the case of any such
redemption with accrued interest to the Redemption Date, provided, however, that
installments of interest whose Stated Maturity is on or prior to such Redemption
Date will be payable in the case of any such redemption to the Holder of this
Note (or one or more predecessor Notes) at the close of business on the relevant
Regular Record Dates referred to above, all as provided in the Indenture. In
the event of redemption of this Note in part only, a new Note of this series and
of like tenor of an authorized denomination for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
This Note is not subject to any sinking fund.

If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (expressed as percentages of the principal amount
of this Note) are set forth above under "Repayment Terms", this Note is subject
to repayment at the option of the Holder hereof prior to the Maturity Date upon
such terms as are set forth above under "Repayment Terms". In the event of
repayment of this Note in part only, a new Note of this series and of like tenor
of an authorized denomination for the portion hereof not repaid will be issued
in the name of the Holder hereof upon the cancellation hereof.


-4-


INTEREST PROVISIONS

Commencing with the Interest Reset Date specified above, first following
the Original Issue Date specified above, the rate at which this Note bears
interest will be reset daily, weekly, monthly, quarterly, semi-annually or
annually (the date on which each such reset occurs, an "Interest Reset Date") as
specified above. Unless otherwise specified above under "Other Terms", the
Interest Reset Date will be as follows: in the case of Notes which are reset
daily, each Business Day; in the case of Notes (other than Treasury Rate Notes)
which are reset weekly, Wednesday of each week; in the case of Treasury Rate
Notes which are reset weekly, Tuesday of each week (except if the auction date
falls on a Tuesday, then the next Business Day, as provided below); in the case
of Notes which are reset monthly, the third Wednesday of each month; in the case
of Notes which are reset quarterly, the third Wednesday of February, May, August
and November of each year; in the case of Notes which are reset semi-annually,
the third Wednesday of the two months of each year specified above as the
Interest Reset Dates; and in the case of Notes which are reset annually, the
third Wednesday of the month of each year specified above as the Interest Reset
Dates. Unless otherwise specified above, the interest rate determined with
respect to any Interest Determination Date (as defined below) will become
effective on and as of the next succeeding Interest Reset Date; provided,
however, that (i) the interest rate in effect from the Original Issue Date to
the first Interest Reset Date with respect to this Note (the "Initial Interest
Rate") will be as set forth above and (ii) the interest rate in effect for the
10 days immediately prior to the Maturity Date will be that in effect on the
tenth day preceding the Maturity Date. If any Interest Reset Date for any Note
would otherwise be a day that is not Business Day, such Interest Reset Date
shall be postponed to the next day that is a Business Day, except that in the
case of a LIBOR Note, if such Business Day is 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 specified herein, on each
Interest Reset Date the rate of interest on this Note shall be the rate
determined in accordance with the provisions of the applicable heading below.

DETERMINATION OF COMMERCIAL PAPER RATE

If the Interest Rate Basis specified above with respect to any Interest
Period (as defined below) is the Commercial Paper Rate, this Note is a
"Commercial Paper Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Commercial Paper Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable Commercial Paper Interest Determination
Date (as defined below).

Unless otherwise specified above under "Other Terms", "Commercial Paper
Rate" means, with respect to any Commercial Paper Interest Determination Date,
the Money Market Yield (calculated as described below) of the rate on that date
for commercial paper having the Index Maturity specified above as such rate is
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "Commercial Paper". If by 3:00
p.m., New York City time, on the Calculation Date (as defined below) pertaining
to such Commercial Paper Interest Determination Date such rate is not so
published, then the Commercial Paper Rate shall


-5-


be the Money Market Yield of the rate on that Commercial Paper Interest
Determination Date for commercial paper having such Index Maturity as published
by the Federal Reserve Bank of New York in its daily statistical release,
"Composite 3:30 p.m. Quotations for U.S. Government Securities" ("Composite
Quotations") under the heading "Commercial Paper". If by 3:00 p.m. New York
City time, on such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, the Commercial Paper Rate for that Commercial
Paper Interest Determination Date shall be calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered rates
of three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent as of 11:00 a.m., New York City time, on that Commercial
Paper Interest Determination Date, for commercial paper having such Index
Maturity placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from a nationally recognized securities rating agency; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the Commercial
Paper Rate with respect to such Commercial Paper Interest Determination Date
will remain the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.

"Money Market Yield" shall be a yield calculated in accordance with the
following formula:

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

where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

DETERMINATION OF FEDERAL FUNDS RATE

If the Interest Rate Basis specified above with respect to any Interest
Period is the Federal Funds Rate, this Note is a "Federal Funds Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Federal Funds Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified above, as determined on the applicable Federal
Funds Interest Determination Date (as defined below).

Unless otherwise specified above under "Other Terms", "Federal Funds Rate"
means, with respect to any Federal Funds Interest Determination Date (as defined
below), the rate on that day for Federal Funds as published in H.15(519) under
the heading "Federal Funds Effective" or, if not so published in H.15(519) by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, then the Federal Funds Rate will be
the rate on such Federal Funds Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate". If such
rate is not so published in either H.15(519) or Composite Quotations by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, the Federal Funds Rate for such Federal Funds
Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
-6-

Federal Funds arranged by three leading dealers of Federal Funds
transactions in The City of New York selected by the Calculation Agent as of
11:00 a.m., New York City time, on such Federal Funds Interest Determination
Date; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.

DETERMINATION OF LIBOR

If the Interest Rate Basis specified above with respect to any Interest
Period is LIBOR, this Note is a "LIBOR Note" with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be LIBOR plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified above, as
determined on the applicable LIBOR Interest Determination Date (as defined
below).

Unless otherwise specified above under "Other Terms", "LIBOR" will be
determined by the Calculation Agent in accordance with the following provisions:

(i) With respect to a LIBOR Interest Determination Date, LIBOR will be
determined on the basis of the offered rates for deposits in the Index Currency
(as defined below) having the Index Maturity specified above, commencing on the
second Business Day immediately following that LIBOR Interest Determination
Date, as such rates appear as of 11:00 a.m., London time, on that LIBOR Interest
Determination Date on the display screen designated "Page 3750" by Telerate Data
Service, or such other page as may replace such page on that service or such
other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
deposits in the relevant Index Currency ("Telerate Page 3750"). If no such
rates appear on Telerate Page 3750, then LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of the offered rates (unless the
display referred to below by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the London interbank market
in the Index Currency having the Index Maturity specified above and commencing
on the second Business Day immediately following such LIBOR Interest
Determination Date that appear on the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank offered rates of
major banks for the applicable Index Currency as of 11:00 a.m., London time, on
such LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required). If fewer than
two such rates appear (or, if such display by its terms provides for only a
single rate, in which case if no such rate appears), then LIBOR in respect of
such LIBOR Interest Determination Date will be determined as if the parties had
specified the rate described in clause (ii) below.

(ii) If LIBOR with respect to a LIBOR Interest Determination Date is to be
determined pursuant to this clause (ii), the Calculation Agent will request the
principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity specified above, commencing on the London
Business Day immediately following such LIBOR Interest Determination Date, to
prime banks in the London interbank market at

-7-

approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., (or such other time specified above), in the
applicable Principal Financial Center (as defined below), on such LIBOR Interest
Determination Date by three major banks in such Principal Financial Center
selected by the Calculation Agent for loans in the Index Currency to leading
European banks, having the Index Maturity specified above and in a principal
amount that is representative for a single transaction in such Index Currency in
such market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined on such LIBOR Interest Determination Date will be LIBOR in effect on
such LIBOR Interest Determination Date.

"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be United States dollars.

"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.

DETERMINATION OF PRIME RATE

If the Interest Rate Basis specified above with respect to any Interest
Period is the Prime Rate, this Note is a "Prime Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the Prime Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, as determined on the applicable Prime Interest Determination
Date (as defined below).

Unless otherwise specified above under "Other Terms", "Prime Rate" means,
with respect to any Prime Interest Determination Date, the rate set forth for
the relevant Prime Interest Determination Date as such rate is published in
H.15(519) under the heading "Bank Prime Loan". In the event that such rate is
not so published by 3:00 p.m., New York City time, on the relevant Calculation
Date, then the Prime Rate with respect to such Prime Interest Determination Date
will be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the display designated as page "USPRIME1" on the Reuters
Monitor Money Rates Service (or such other page as may replace the USPRIME1 page
on that service for the purpose of displaying prime rates or base lending rates
of major United States banks) ("Reuters Screen USPRIME1 Page") as such banks'
prime rate or base lending rate as in effect for such Prime Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME1 Page on such Interest Determination Date, the Prime Rate shall be
calculated by the Calculation Agent and shall be determined as the arithmetic
mean of

-8-


the prime rates or base rates for commercial loans quoted in The City of
New York as of the close of business on such date by three substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, having total equity capital of at least
$500,000,000 and being subject to supervision or examination by a federal or
state authority, selected by the Calculation Agent (after consultation with the
Company); provided, however, that if fewer than three banks or trust companies
selected as aforesaid by the Calculation Agent are quoting as specified in this
sentence, the Prime Rate will remain the Prime Rate in effect on such Prime
Interest Determination Date.

DETERMINATION OF THE CD RATE

If the Interest Rate Basis specified above with respect to any Interest
Period is the CD Rate, this Note is a "CD Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CD Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CD Interest Determination Date (as
defined below).

Unless otherwise specified above under "Other Terms", "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified above as
such rate is published in H.15(519) under the heading "CDs (Secondary Market)".
If by 3:00 p.m., New York City time, on the Calculation Date pertaining to such
CD Interest Determination Date such rate is not so published, then the CD Rate
shall be the rate on such CD Interest Determination Date for negotiable
certificates of deposit of the Index Maturity specified above as published in
Composite Quotations under the heading "Certificates of Deposit". If by 3:00
p.m., New York City time, on such Calculation Date such rate is not so published
in either H.15(519) or Composite Quotations, the CD Rate for that CD Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates as of 3:00 p.m., New York
City time, on such CD Interest Determination Date, of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable certificates of deposit of
major U.S. money market banks which are then rated A-1+ by Standard & Poor's
Corporation and P-1 by Moody's Investors Service with a remaining maturity
closest to the Index Maturity specified above in denominations of $5,000,000;
provided, however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the CD Rate will
remain the CD Rate in effect on such CD Interest Determination Date.

DETERMINATION OF TREASURY RATE

If the Interest Rate Basis specified above with respect to any Interest
Period is the Treasury Rate, this Note is a "Treasury Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Treasury Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, as specified above, as determined on the applicable Treasury Interest
Determination Date (as defined below).


-9-


Unless otherwise specified above under "Other Terms", "Treasury Rate"
means, with respect to any Treasury Interest Determination Date (as defined
below), the rate for the most recent auction of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified above as such rate
is published in H.15(519) under the heading "U.S. Government Securities--
Treasury Bills--auction average (investment)" or, if not so published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Treasury Interest Determination Date, then the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the auction
of Treasury bills having an Index Maturity specified above are not otherwise
reported as provided above by 3:00 p.m., New York City time, on such Calculation
Date or no such auction is held in a particular week, then the Treasury Rate
shall be the rate published in H.15(519) under the heading "U.S. Government
Securities--Treasury Bills--Secondary Market" (expressed as a bond equivalent
yield on the basis of a 365 or 366 day year, as applicable, on a daily basis),
or if not published by 3:00 p.m., New York City time on the related Calculation
Date, the Treasury Rate shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) calculated using
the arithmetic mean of the secondary market bid rates, as of 3:30 p.m., New York
City time, on such Treasury Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to the
Index Maturity specified above; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as specified
in this sentence, the Treasury Rate with respect to such Treasury Interest
Determination Date will remain the Treasury Rate in effect on such Treasury
Interest Determination Date.

DETERMINATION OF CMT RATE

If the Interest Rate Basis specified above with respect to any Interest
Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CMT Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CMT Interest Determination Date (as
defined below).

Unless otherwise specified above, "CMT Rate" means, with respect to any CMT
Interest Determination Date, the rate displayed on the Designated CMT Telerate
Page (as defined below) under the caption ". . . Treasury Constant Maturities .
. . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.",
under the column for the Designated CMT Maturity Index (as defined below) for
(i) if the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week or the month, as applicable, ended immediately preceding the week in which
the related CMT Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York City
time,


-10-


on the related Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or, if not so published by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
CMT Interest Determination Date will be such Treasury Constant Maturity rate
for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Interest Determination
Date with respect to such Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 p.m., New York City time, on the related Calculation Date, then the
CMT Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 p.m., New York City time on the CMT Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United
States ("Treasury notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the Calculation
Agent cannot obtain three such Treasury notes quotations, the CMT Rate for
such CMT Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 p.m., New York
City time, on the CMT Interest Determination Date of three Reference Dealers
in The City of New York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury notes with an original maturity
of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100,000,000. If three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT
Rate will be the CMT Rate in effect on such CMT Interest Determination Date.
If two Treasury notes with an original maturity as described in the third
preceding sentence, have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the CMT Rate Note with the
shorter remaining term to maturity will be used.

"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated above (or any other page as may replace such page
on that service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified above, the
Designated CMT Telerate Page shall be 7052, for the most recent week.


-11-


"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be 2
years.

GENERAL

Notwithstanding the determination of the interest rate as provided above,
the interest rate on this Note for any Interest Period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified above. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law as the same may be modified by
United States law of general application.

On or before the Calculation Date (as defined below), Norwest Bank
Minnesota, National Association, or any other Calculation Agent specified above,
as Calculation Agent (the "Calculation Agent"), will determine the interest rate
in accordance with the foregoing with respect to the applicable Interest Rate
Basis and will notify the Paying Agent. The Paying Agent will determine the
Accrued Interest Factor (as defined below) applicable to this Note. The Paying
Agent will, upon the request of the Holder of this Note, provide the interest
rate then in effect and the interest rate which will become effective as a
result of a determination made with respect to the most recent Interest
Determination Date with respect to this Note. The determinations of interest
rates made by the Calculation Agent shall be conclusive and binding, and neither
the Trustee nor the Paying Agent shall have the duty to verify determinations of
interest rates made by the Calculation Agent. The determinations of Accrued
Interest Factors made by the Paying Agent shall be conclusive and binding.
Unless otherwise specified above under "Other Terms", the "Calculation Date", if
applicable, pertaining to any Interest Determination Date on a Note will be the
earlier of (i) the tenth calendar 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 preceding the applicable Interest Payment Date or the
Maturity Date or Repayment or Redemption Date, as the case may be. The Company
undertakes to maintain a Calculation Agent for so long as this Note remains
outstanding.

As used herein, "Interest Determination Date" means the date as of which
the interest rate for this Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date.
Unless otherwise specified above under "Other Terms", the Interest Determination
Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note,
Federal Funds Rate Note, LIBOR Note, Prime Rate Note, a CD Rate Note, or a CMT
Rate Note (the "Commercial Paper Interest Determination Date", the "Federal
Funds Interest Determination Date", the "LIBOR Interest Determination Date", the
"Prime Interest Determination Date" the "CD Interest Determination Date", and
the "CMT Interest Determination Date", respectively) will be the second
Business Day prior to the Interest Reset Date. Unless otherwise specified above
under "Other Terms", the Interest Determination Date pertaining to an Interest
Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date")
will be the day of the week on which Treasury bills would normally be auctioned
in the week in which such Interest Reset Date falls. If, as the result of a
legal holiday, an auction for Treasury bills is held on the Friday preceding
the
-12-


normal Monday auction date, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the
next succeeding week. If such an auction date shall fall on any Interest
Reset Date for a Treasury Rate Note, then such Interest Reset Date shall
instead be the first Business Day immediately following such auction date.

Unless otherwise specified above under "Other Terms", interest payments on
this Note on an Interest Payment Date will include interest accrued from, and
including, the next preceding Interest Payment Date to which interest has been
paid or duly provided for (or from, and including, the date of issue if no
interest has been paid or duly provided for) to, but excluding, such Interest
Payment Date (each such interest accrual period being herein called an "Interest
Period"). At the Maturity Date hereof or on any applicable Redemption Date or
Repayment Date, the interest payable shall include interest accrued to, but
excluding, the Maturity Date or such Redemption Date or Repayment Date. Accrued
interest from the Original Issue Date or from the last day to which interest has
been paid or duly provided for to the date for which interest is being
calculated is calculated by multiplying the face amount of this Note by the
applicable accrued interest factor (the "Accrued Interest Factor"). This
Accrued Interest Factor is computed by adding together the interest factors
calculated for each day from the Original Issue Date or from the last date to
which interest has been paid or duly provided for to, but excluding, the date
for which accrued interest is being calculated. The interest factor for each
such day will be computed by dividing the per annum interest rate applicable to
such day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate
Notes, LIBOR Notes, Prime Rate Notes and CD Rate Notes, or by the actual number
of days in the year in the case of Treasury Rate Notes and CMT Rate Notes. The
interest rate in effect on each day will be (i) if such day is an Interest Reset
Date, the interest rate with respect to the Interest Determination Date
pertaining to such Interest Reset Date or (ii) if such day is not an Interest
Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date, subject in either case to
any maximum or minimum interest rate limitation referred to above.

Unless otherwise specified above under "Other Terms", all percentages
resulting from any calculation on this Note will be rounded, if necessary, to
the nearest one hundred-thousandth of one percentage point, with five one-
millionths of one percentage point rounded upward (e.g., 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544)
being rounded to 9.87654% (or .0987654)); all calculations of the interest
factor for any day on this Note will be rounded, if necessary, to the nearest
one hundred-millionth, with five one-billionths rounded upward (e.g., .098765455
being rounded to .09876546 and .098765454 being rounded to .09876545); and all
dollar amounts used in or resulting from such calculation on this Note will be
rounded to the nearest cent (with one-half cent being rounded upward).

MISCELLANEOUS PROVISIONS

If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.


-13-



The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

No reference herein to the Indenture and no provision of this Note 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 Note at the times, place and rate, and in the coin or currency,
herein prescribed.

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

Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

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

-14-


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

This Note may have such additional or different terms as are set forth
above under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.

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

All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.



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

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)


under Uniform Gift to Minors Act


--------------------------------
(State)

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


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


-15-


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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)

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


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


Dated
-------------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.


-16-


OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at the applicable Repayment Price, together with interest to the Repayment Date,
to the undersigned at

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

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

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

If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the undersigned elects to have
repaid:____________________________________________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the undersigned for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):__________________________.


Dated
--------------------------------



NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever.


-17-

Exhibit 4.3(c)

This Note is a Global Security within the meaning of the Indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depositary Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.


REGISTERED REGISTERED
DELUXE CORPORATION Principal Amount:
No. AC-- MEDIUM-TERM NOTE, SERIES A $
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE) CUSIP
No.


ORIGINAL ISSUE DATE: MATURITY DATE:

OTHER TERMS: REDEMPTION TERMS:




ORIGINAL ISSUE DISCOUNT:

YIELD TO MATURITY: REPAYMENT TERMS:



FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE
PERCENTAGE SET FORTH ABOVE.


-1-


DELUXE CORPORATION, a corporation duly organized and existing under the
laws of Minnesota (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to

or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above.

The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or repayment
or at the Maturity Date, and in such case the overdue principal of this Note
shall bear interest at a rate which is equivalent to the yield to maturity
stated above (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the Maturity Date or the date payment is
due upon acceleration or redemption or repayment, as the case may be, to the
date payment of such principal has been made or duly provided for. Interest on
any overdue principal shall be payable upon demand. Any such interest on any
overdue principal that is not so paid on demand shall bear interest at the same
rate as the interest on the overdue principal (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand. In the
event that the Maturity Date or any applicable Redemption Date or Repayment Date
is not a Business Day, principal otherwise payable on such Maturity Date or any
applicable Redemption Date or Repayment Date will be paid on the next succeeding
Business Day with the same force and effect as if paid on such Maturity Date,
Redemption Date or Repayment Date. Payment of the principal of (and premium, if
any) and any interest on this Note will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payment of the principal of (and premium, if any)
and any interest on this Note due on the Maturity Date or any applicable
Redemption Date or Repayment Date will be made in immediately available funds
upon presentation of this Note at the Corporate Trust Office of the Trustee in
The City of Minneapolis, Minnesota or at its agency in The City of New York.

Reference is hereby made to the further provisions of this Note set forth
below, 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 or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


-2-


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


By
-------------------------------
Charles M. Osborne
Senior Vice President


Attest
----------------------------
John H. LeFevre
Secretary

Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

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


-3-


DELUXE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)

This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 27, 1995 (herein called the "Indenture"),
between the Company and Norwest Bank Minnesota, National Association, 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 Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Maturity Date, interest rate
or method of calculating the interest rate and in other respects as therein
provided may be issued in an unlimited principal amount.

If a Redemption Commencement Date or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified above
under "Other Terms", expressed as percentages of the Amortized Face Amount (as
defined below) of this Note) are set forth above under "Redemption Terms", this
Note is subject to redemption prior to the Maturity Date upon not less than 30
nor more than 60 days' notice by mail to the Person in whose name this Note is
registered at such address as shall appear in the registry books of the Company,
on any Redemption Date so specified or occurring within any period so specified,
as a whole or in part, at the election of the Company. In the event of
redemption of this Note in part only, a new Note of this series and of like
tenor of an authorized denomination for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof. This Note
is not subject to any sinking fund.

If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (unless otherwise specified above under "Other
Terms", expressed as percentages of the Amortized Face Amount of this Note) are
set forth above under "Repayment Terms", this Note is subject to repayment at
the option of the Holder hereof prior to the Maturity Date upon such terms as
are set forth above under "Repayment Terms". In the event of repayment of this
Note in part only, a new Note of this series and of like tenor of an authorized
denomination for the portion hereof not repaid will be issued in the name of the
Holder hereof upon the cancellation hereof.

If an Event of Default with respect to Notes of this Series shall occur and
be continuing, the Amortized Face Amount of this Note may (subject to the
conditions set forth in the Indenture) be declared due and payable in the manner
and with the effect provided in the Indenture. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each


-4-


case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on this Note shall terminate.

The amount due and payable on this Note in the event that this Note is
redeemed or repaid shall, unless otherwise indicated above under "Other Terms",
be the specified percentage of the Amortized Face Amount of this Note on the day
such payment is due and payable, as determined by the Company.

The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
due at the Maturity Date thereof that has been amortized at the Stated Yield (as
defined below) of this Note (computed in accordance with Section 1272(a)(4) of
the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the
Treasury Regulations regarding original issue discount issued by the Treasury
Department in January 1994 (the "Regulations"), in each case as in effect on the
issue date of this Note) at the date as of which the Amortized Face Amount is
calculated, but in no event can the Amortized Face Amount exceed the principal
amount of this Note due at the Maturity Date hereof. As used in the preceding
sentence, the term "issue price" means the principal amount of this Note due at
the Maturity Date hereof less the Original Issue Discount of this Note specified
above. The term "Stated Yield" of this Note means the Yield to Maturity
specified above for the period from the Original Issue Date of this Note
specified above, to the Maturity Date hereof based on the issue price and
principal amount payable at the Maturity Date hereof.

The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon

-5-


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 Note.

In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.

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

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal (and premium, if any)
of and any interest on this Note is payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series of like tenor of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

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

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


-6-


This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.

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

All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.


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

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-_______________Custodian_______________
(Cust) (Minor)

under Uniform Gift to Minors Act


--------------------------------
(State)

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


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


-7-


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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)

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

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


Dated
-------------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.


-8-


OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at the applicable Repayment Price, together with interest to the Repayment Date,
to the undersigned at

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

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

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

If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the undersigned elects to have
repaid:____________________________________________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the undersigned for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):__________________________.


Dated
--------------------------------



NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever.


-9-

Exhibit 4.3(d)


This Note is a Global Security within the meaning of the Indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depositary Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.

REGISTERED REGISTERED
DELUXE CORPORATION Principal Amount:
No. AD-- MEDIUM-TERM NOTE, SERIES A $
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE) CUSIP
No.

ORIGINAL ISSUE DATE: MATURITY DATE:

INTEREST RATE: REDEMPTION TERMS:





OTHER TERMS: REPAYMENT TERMS:





ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:

[ ] ORIGINAL ISSUE DISCOUNT NOTE [ ] ORIGINAL ISSUE DISCOUNT NOTE
SUBJECT TO "SPECIAL PROVISIONS" FOR FEDERAL INCOME TAX
BELOW PURPOSES ONLY


FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.


-1-


DELUXE CORPORATION, a corporation duly organized and existing under the
laws of Minnesota (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to

or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date or Repayment Date (subject to the "Special
Provisions" below, if applicable), and to pay interest on such principal sum
from the Original Issue Date shown above or other date specified under "Other
Terms" above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each February 15 and
August 15 or such other dates, if any, as are specified under "Other Terms"
above (the "Interest Payment Dates") and on the Maturity Date, commencing with
the Interest Payment Date immediately following the Original Issue Date, at the
rate per annum equal to the Interest Rate shown above, until the principal
hereof is paid or made available for payment; provided, however, that if the
Original Issue Date is after a Regular Record Date and on or before the
immediately following Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date.
The interest so payable and punctually paid or duly provided for any Interest
Payment Date will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall, unless
otherwise specified above under "Other Terms", be the first calendar day
(whether or not a Business Day) of the month in which such Interest Payment Date
occurs; provided, however, that interest payable on the Maturity Date of this
Note or any applicable Redemption Date or Repayment Date that is not an Interest
Payment Date shall be payable to the Person to whom principal shall be payable.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder hereof on such Regular Record Date and may be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date. In the event that any Interest Payment Date or the Maturity Date
or any applicable Redemption Date or Repayment Date is not a Business Day, the
interest and, with respect to the Maturity Date or any applicable Redemption
Date or Repayment Date, principal otherwise payable on such date will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or Maturity Date or Redemption Date or Repayment
Date. Payment of the principal of (and premium, if any) and interest on this
Note will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
Payment of the principal of (and premium, if any) and interest on this Note due
on the Maturity Date or any applicable Redemption Date or Repayment Date will be
made in immediately available funds upon presentation of this Note at the
Corporate Trust Office of the Trustee in The City of Minneapolis, Minnesota or
at its agency in

-2-


The City of New York. Interest on this Note shall be computed on the
basis of a 360-day year of twelve 30-day months.

Reference is hereby made to the further provisions of this Note set forth
below, 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 or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

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

DELUXE CORPORATION


By
-------------------------------
Charles M. Osborne
Senior Vice President


Attest
----------------------------
John H. LeFevre
Secretary
Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION


This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.


NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee


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


-3-


DELUXE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)

This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 27, 1995 (herein called the "Indenture"),
between the Company and Norwest Bank Minnesota, National Association, 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 Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Maturity Date, interest rate
or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.

If a Redemption Commencement Date or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified above
under "Other Terms", expressed as percentages of the principal amount of this
Note if this Note is an Original Issue Discount Note for federal income tax
purposes only as shown above and as percentages of the Amortized Face Amount (as
defined below) of this Note if this Note is an Original Issue Discount Note
subject to the "Special Provisions" below as shown above) are set forth above
under "Redemption Terms", this Note is subject to redemption prior to the
Maturity Date upon not less than 30 nor more than 60 days' notice by mail to the
Person in whose name this Note is registered at such address as shall appear in
the registry books of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together in the
case of any such redemption with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this Note (or one
or more predecessor Notes) at the close of business on the relevant Regular
Record Dates, referred to above, all as provided in the Indenture. In the event
of redemption of this Note in part only, a new Note of this series and of like
tenor of an authorized denomination for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof. This Note
is not subject to any sinking fund.

If a Repayment Date or periods within which Repayment Dates may occur and
the related Repayment Prices (unless otherwise specified above under "Other
Terms", expressed as percentages of the principal amount of this Note if this
Note is an Original Issue Discount Note for federal income tax purposes only as
shown above and as percentages of the Amortized Face Amount of this Note if this
Note is an Original Issue Discount Note subject to the "Special Provisions"
below as shown above) are set forth
-4-


above under "Repayment Terms", this Note is subject to repayment at the
option of the Holder hereof prior to the Maturity Date upon such terms as are
set forth above under "Repayment Terms". In the event of repayment of this Note
in part only, a new Note of this series and of like tenor of an authorized
denomination for the portion hereof not repaid will be issued in the name of the
Holder hereof upon the cancellation hereof.

If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal amount due at the Stated Maturity (or, in the case
of Original Issue Discount Notes subject to the "Special Provisions" below as
shown above, the Amortized Face Amount) of the Notes of this series may (subject
to the conditions set forth in the Indenture) be declared due and payable in the
manner and with the effect provided in the Indenture. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Notes of this series shall terminate.

The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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
Note.

In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.

-5-


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

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

Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

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

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

This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.

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

All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.


-6-


SPECIAL PROVISIONS

Unless otherwise indicated above under "Other Terms", if this Note is an
Original Issue Discount Fixed Rate Note subject to these Special Provisions, as
indicated above, the amount due and payable on this Note in the event that the
principal amount hereof is declared due and payable prior to the Maturity Date
hereof or in the event that this Note is redeemed or repaid shall be the
Amortized Face Amount (as defined below) of this Note or, in the case of
redemption or repayment, the specified percentage of the Amortized Face Amount
of this Note on the date such payment is due and payable as determined by the
Company, plus any accrued but unpaid "qualified stated interest" payments (as
defined in the Treasury Regulations regarding original issue discount issued by
the Treasury Department in January 1994 (the "Regulations")).

The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
due at the Maturity Date thereof that has been amortized at the Stated Yield (as
defined below) of this Note (computed in accordance with Section 1272(a)(4) of
the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the
Regulations, in each case as in effect on the issue date of this Note) at the
date as of which the Amortized Face Amount is calculated, but in no event can
the Amortized Face Amount exceed the principal amount of this Note due at the
Maturity Date hereof. As used in the preceding sentence, the term "issue price"
means the principal amount of this Note due at the Maturity Date hereof less the
Original Issue Discount of this Note specified above. The term "Stated Yield"
of this Note means the Yield to Maturity specified above for the period from the
Original Issue Date of this Note specified above, to the Maturity Date hereof
based on the issue price and principal amount payable at the Maturity Date
hereof.


-7-


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

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-_______________Custodian_______________
(Cust) (Minor)

under Uniform Gift to Minors Act

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(State)

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

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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(Name and address of assignee, including zip code,
must be printed or typewritten)

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


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


Dated
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NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.


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OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at the applicable Repayment Price, together with interest to the Repayment Date,
to the undersigned at

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

If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the undersigned elects to have
repaid:____________________________________________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the undersigned for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):__________________________.


Dated
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NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever.



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