Common use of Form of Note Clause in Contracts

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation THIS SECURITY (the OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "CompanySECURITIES ACT", which term includes any successor corporation under the Indenture hereinafter referred to), for value receivedAND THIS SECURITY MAY NOT BE OFFERED, hereby promises to pay to ________________ or registered assignsSOLD, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annumPLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 2.08 5 OF THE INDENTURE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF INTERNATIONAL PAPER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO INTERNATIONAL PAPER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the sameFOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (a2) agrees to and shall be bound by such provisionsACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR (3) IS NOT A U.S. PERSON AND IS PURCHASING THE NOTES IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(IV) ABOVE, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposesTHE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placeNO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [**IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: INSERT - This Note Debt Security is a global Note Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depositary or a nominee of a depositaryDepositary. Unless This Debt Security is exchangeable for Global Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred except Debt Security (other than a transfer of this Debt Security as a whole by the depositary Depositary to a nominee of the depositary Depositary or by a nominee of the Depositary or another nominee of the depositary Depositary) may be registered except in limited circumstances. Every Debt Security delivered upon registration of transfer of, or by in exchange for, or in lieu of this Global Security shall be a Global Security, subject to the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryforegoing, except in the limited circumstances described above. Unless this Note certificate is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of The Depository Trust Company DTC (or to such other entity as is requested by an authorized representative of DTC) and any payment hereon is made to Cede & Co.Co. (or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. _________________ $____________________ ____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE ______________, 2044 TCI COMMUNICATIONS, INC.____ ReliaStar Financial Corp., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ , or registered assigns, the principal sum of ________________ Dollars on ______________, __, 2044__, and to pay interest on said principal sum from ________________, ____1997, or from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each yearyear commencing ______________, commencing March 31, 19961997, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note Debt Security is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 (Debt Security or one or more Predecessor Securities, as defined in said Indenture) Securities is registered at the close of business on the regular record date Regular Record Date for such interest installment [installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date.] Date [**IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES DEBT SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- [**OR IF THE PROPERTY TRUSTEE IS NOT THE HOLDER] - which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the ____ Business Day next preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, Regular Record Date and may be paid to the Person in whose name this Note (Debt Security or one or more Predecessor Securities) Securities is registered at the close of business on a special record date Special Record Date to be fixed by the Company Trustee for the payment of such defaulted interestDefaulted Interest, notice whereof shall be given to the registered Holders of the Notes this series of Debt Securities not less than fifteen (15) 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note Debt Security shall be payable at the office or agency of the Trustee maintained for that purpose in New York_____________, New York, Delaware in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the -------- ------- Company payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained Security Register or by the Registrarwire transfer to such account as may have been appropriately designated by such Holder. Notwithstanding the foregoing, so long as the Holder of this Note Debt Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note Debt Security will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior IndebtednessDebt and shall be pari passu with all Trust Related Securities, and this Note Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this NoteDebt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessDebt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. (a) The Notes and the Trustee's Certificate form of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is as follows: TAMARACK LENDERS CORPORATION CLASS A-__ NOTE $ No. ----------------- ----------------- Tamarack Lenders Corporation, a global Note within corporation duly organized and existing under the meaning laws of the Indenture hereinafter State of Texas (herein referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________ or registered assigns, the principal sum of _____________________________ Dollars dollars, and to pay interest (computed on the basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, until the principal amount of this Note is paid in full, at the rate of ______ per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from _ (the most recent interest payment date (each such date, an "Interest Payment DateStated Maturity") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996), at the rate of ____% per annum until the which time all then unpaid principal hereof and accrued interest hereunder shall have become be due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Class A-1 and Class A-2 Notes (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _____________, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (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 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. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity, or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption, shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be made registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the option office or agency designated by the Company pursuant to the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by check mailed notice to the registered Holder contrary. 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 under the Indenture at such address as shall appear in the security register maintained any time by the RegistrarCompany with the consent of the Majority Holders. Notwithstanding The Indenture also contains provisions permitting the foregoingMajority Holders, so long as on behalf of the Holders of all the Notes, 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. The Indenture also permits the Property TrusteeTrustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid by the Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of (and premium, if any) and interest on this Note will be made at and not to the payment of interest, or if such place and to such account as may by designated by excessive interest exceeds the Property Trustee. The indebtedness evidenced by unpaid balance of principal of this Note issuch excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent provided in permitted by applicable law, be amortized, prorated, allocated and spread throughout the Indenture, subordinate and junior in right full term of payment to the prior such indebtedness until payment in full so that the actual rate of all Senior Indebtednessinterest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note is issued subject and the Indenture. The Company hereby waives, to the provisions extent permitted by applicable law, all of its rights or projections afforded by any applicable usury or interest limitation law. Unless the Indenture with respect thereto. Each Holder certificate of this Note, authentication hereon has been executed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereofby manual signature, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or payment, and any Note issued is registered in the name of Cede EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.R-1 $250,000,000 PARTNERRE FINANCE A LLC, a limited liability company organized and existing under the laws of Delaware corporation (hereinafter called the "“Company"”, which term includes any successor corporation company under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of ________________ Dollars TWO HUNDRED FIFTY MILLION dollars ($250,000,000) on ________________June 1, 2044, and 2018. The Company further promises to pay interest on said principal sum from ________________May 27, ____, 2008 or from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears semi-annually on March 31, June 30, September 30 1 and December 31 of 1 in each year, commencing March 31on December 1, 19962008, at the rate of ____% per annum set forth above, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annumpaid or duly provided for. The amount of interest payable on any Interest Payment Date shall will be computed on the basis of a 360-day year consisting of twelve 30-day months. In months unless the event that any date on period for which interest is payable on this Note is not to be paid consists of less than a Business Daythirty-day month, then payment of interest payable on such date in which case it will be made computed on the next succeeding basis of the actual number of days elapsed per thirty-day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such datemonth. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date willshall, as provided in the Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [interest, which shall be the close of business on May 15 or November 15 (whether or not a Business Day), as the Business Day case may be, next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders Holder on such regular record date, Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor Securities) is registered at the close of business on a special record date Special Record Date for the payment of such Defaulted Interest to be fixed by the Company for in accordance with the payment terms of such defaulted interestthe Indenture, notice whereof shall be given by the Trustee to the registered Holders of the Notes Securities of this series not less than fifteen (15) 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the said Indenture. The Payment of the principal of (and premium, if any) and the ), any interest on this Note shall Security will be payable made at the office or agency of the Trustee company maintained for that purpose in New York, The City of New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to the registered Holder at address of the Person entitled thereto as such address as shall appear in the security register maintained by Security Register. Reference is hereby made to the Registrar. Notwithstanding the foregoing, so long as the Holder further provisions of this Note is set forth on the Property Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if set forth at this place. Unless the certificate of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated authentication hereon has been executed by the Property Trustee. The indebtedness evidenced Trustee referred to on the reverse hereof by manual signature, this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until it is exchanged in whole or in part for Notes in definitive formOR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co.OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE ._______, 2044 TCI COMMUNICATIONS, INC._________________ CUSIP No. o INTERNATIONAL PAPER COMPANY 6.75% NOTES DUE 2011 INTERNATIONAL PAPER COMPANY, a Delaware New York corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ CEDE & Co. or registered assigns, the principal sum of _____of___________ Dollars on ($_________________ ) on September 1, 20442011, and to pay interest on said principal sum from ________________, ____the date of original issuance, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 1 and September 1 of each year (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 311, 19962002, at the rate of ____6.75% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded semi-annually. The amount of interest payable on for any Interest Payment Date shall period less than a full interest period will be computed on the basis of a 360-day year of twelve 30-day monthsmonths and the actual days elapsed in a partial month in such period. In the event that any date on which interest is payable on this Note the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)) with the same force and effect as if made on the date such payment was originally payable, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the February 15 or August 15 (whether or not a Business Day next Day), as the case may be, immediately preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, . Accrued interest that payment of is not paid on the applicable Interest Payment Date will bear additional interest may be made on the amount thereof at the option Coupon Rate, compounded semi-annually and computed on the basis of a 360-day year of twelve 30-day months and the Company by check mailed to the registered Holder at actual days elapsed in a partial month in such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisionsperiod. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary the Depository or a nominee of a depositarythe Depository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Depository) may be registered except in limited circumstances.] [IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, INSERT - Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE ▇▇▇▇▇▇▇▇▇ $___________ PLATINUM UNDERWRITERS FINANCE, 2044 TCI COMMUNICATIONSINC. 5.25% SENIOR GUARANTEED NOTE DUE 2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assignsJPMorgan Chase Bank, the principal sum of __________ dollars ($_______ Dollars ) on ________________November 16, 20442007 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ________________November 1, ____2002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, initially at the rate of ____5.25% per annum (the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annumInterest Rate up to but excluding the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note initially shall be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year (each, an "Interest Payment Date"), commencing February 16, 2003 through and including November 16, 2005, and then semi-annually in arrears on the Interest Payment Dates of May 16 and November 16 of each year, commencing on May 16, 2006, until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- ; provided, however, if pursuant to the terms of the Indenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be [insert date (to be selected by the Company) which is not more than one Business Day but less than 15 days 60 Business Days prior to each such Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained Register or by wire transfer to an account appropriately designated by the RegistrarHolder entitled thereto. Notwithstanding Reference is hereby made to the foregoing, so long as the Holder further provisions of this Note is set forth on the Property Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if fully set forth at this place. Unless the certificate of authorization hereon has been executed by the principal of (and premiumTrustee referred to on the reverse hereof by manual signature, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained Guarantee endorsed herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS------------------------------- ------------------------------------ MediaOne Group Funding, INC. ____Inc. % SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS2025 MEDIAONE GROUP FUNDING, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________September 30, 20442025 (or on such later date before September 30, 2044 if the Company elects to extend the maturity date as further described herein), and to pay interest on said principal sum from ________________, ____, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each yearyear commencing , commencing March 31, 1996, 1998 at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] Date unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the ____ business day next preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary the Depository or a nominee of a depositarythe Depository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Depository) may be registered except in limited circumstances.] [IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, INSERT - Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE 441815 AQ 0 $_______, 2044 TCI COMMUNICATIONS, INC.______________ HOUSEHOLD FINANCE CORPORATION 8.875% SENIOR NOTE DUE 2008 HOUSEHOLD FINANCE CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns____, the principal sum of ______ dollars ($________________ Dollars ) on ________________February 15, 20442008 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ________________October 30, ____2002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, initially at the rate of ____8.875% per annum (the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annumInterest Rate up to but excluding the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note shall be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2003, until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained Note Register or by wire transfer to an account appropriately designated by the RegistrarHolder entitled thereto. Notwithstanding Reference is hereby made to the foregoing, so long as the Holder further provisions of this Note is set forth on the Property Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if fully set forth at this place. Unless the certificate of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated authorization hereon has been executed by the Property Trustee. The indebtedness evidenced Trustee referred to on the reverse hereof by manual signature, this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. (a) The Notes and the Trustee's Certificate form of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSfollows: SOVEREIGN CREDIT FINANCE II, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE NOTES DUE _______FEBRUARY 15, 2044 TCI COMMUNICATIONS2002 $ No. --------------- ------------- Sovereign Credit Finance II, INC.Inc., a Delaware corporation duly organized and existing under the laws of the State of Texas (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044_ dollars, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In 12 months of 30 days each) on the event that any unpaid portion of said principal sum outstanding from time to time from the date on which interest is payable on of issue, until the principal amount of this Note is not a Business Daypaid in full, then payment at the rate of eleven percent (11.0%) per annum, which interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on due and payable upon the immediately preceding Business Day, in 15th day of each case with the same force and effect as if made on such date. The interest installment 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 calendar month (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, due and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturepayable. The principal of (and premium, if any) and the interest on this Note shall be are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _______, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (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 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. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be made registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the option office or agency designated by the Company pursuant to the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by check mailed notice to the registered Holder contrary. 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 under the Indenture at such address as shall appear in the security register maintained any time by the RegistrarCompany with the consent of the Majority Holders. Notwithstanding The Indenture also contains provisions permitting the foregoingMajority Holders, so long as on behalf of the Holders of all the Notes, 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. The Indenture also permits the Property TrusteeTrustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid by the Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of (and premium, if any) and interest on this Note will be made at and not to the payment of interest, or if such place and to such account as may by designated by excessive interest exceeds the Property Trustee. The indebtedness evidenced by unpaid balance of principal of this Note issuch excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent provided in permitted by applicable law, be amortized, prorated, allocated and spread throughout the Indenture, subordinate and junior in right full term of payment to the prior such indebtedness until payment in full so that the actual rate of all Senior Indebtednessinterest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note is issued subject and the Indenture. The Company hereby waives, to the provisions extent permitted by applicable law, all of its rights or protections afforded by any applicable usury or interest limitation law. Unless the Indenture with respect thereto. Each Holder certificate of this Note, authentication hereon has been executed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereofby manual signature, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryTHIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. Unless and until it is exchanged in whole or in part for Notes in definitive formUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____THE COASTAL CORPORATION % SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.The COASTAL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 19961998, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of Coastal Finance I, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property Trustee. Trustee of Coastal Finance I. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS A-3 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSEACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION (the "CompanyPTCE", which term includes any successor corporation under the Indenture hereinafter referred to) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date PTCE 95-60 (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), except thatPTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 PTCE 90-1 (or one or more Predecessor Securities, as defined in said IndentureRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT AND PTCE 84-14 (RELATING TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED TRANSACTIONS EFFECTED BY A GLOBAL SECURITY -- which shall be "QUALIFIED PROFESSIONAL ASSET MANAGER"). THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $[insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.---------------]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms and the Notes shall have such additional terms as may be set forth in such form: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTES, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depositary or a nominee of a depositaryDepositary. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depositary to a nominee of the depositary Depositary or by a nominee of the Depositary to the Depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepositary) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP NoNO. TCI COMMUNICATIONS, INC. _CONSUMERS ENERGY COMPANY ___% SUBORDINATED DEFERRABLE INTEREST NOTE DUE NOTES DUE_______, 2044 TCI COMMUNICATIONS, INC._____ Consumers Energy Company, a Delaware Michigan corporation (the "CompanyIssuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ , or registered assigns, the principal sum of ________________ Dollars on ($___________) on _________, 2044____, and to pay interest on said principal sum from ________________, __19__, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, year commencing March 31, 1996, ___________ at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.and

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT - This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ $___________________ CUSIP No. TCI COMMUNICATIONSHOUSEHOLD INTERNATIONAL, INC. _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______Household International, 2044 TCI COMMUNICATIONS, INC.Inc., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ __________________________________ or registered assigns, the principal sum of ____$____________ Dollars on ________________, 2044, and to pay interest on said principal sum from ______________March __, ____, 2000 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31________, June 30_______, September 30 ____________ and December 31 ___________ of each year, year commencing March 31, 1996________________, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY Depository Note -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms, with such changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof: (FORM OF FACE OF NOTE) [IF If the note is to be a Global Note, insert - ] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE NOTE IS DEPOSITARY TO BE THE NOMINEE OF THE DEPOSITARY OR BY A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryNOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryCUSIP No. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE $_______, 2044 TCI COMMUNICATIONS, INC.___________ ALLTEL CORPORATION 7% SENIOR NOTE DUE 2012 ALLTEL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ Cede & Co., or registered assigns, the principal sum of _____________________ Dollars on ($________________) on July 1, 20442012 (such date is hereinafter referred to as the "Maturity Date"), and to pay interest on said principal sum from ________________June 19, ____, 2002 or from the most next recent date to which interest payment date has been paid or duly provided for, semi-annually in arrears on January 1 and July 1 of each year (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year), commencing March 31on January 1, 19962003, at the rate of ____7% per annum until year through and including the principal hereof shall have become due day immediately preceding the Maturity Date (or, in the event of an optional redemption, the day immediately preceding the optional redemption date) and payablethereafter, and to the extent permitted by law, to pay interest, compounded semi-annually, on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumyear of 7%. The Company may at any time, without consent of the Holder hereof, create and issue additional Notes having the same ranking and the same interest rate, maturity and other terms as this Note. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsmonths and, except as provided in the Indenture (as defined below), the amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 180-day period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such dateInterest Payment Date. The interest installment 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 predecessor Securities, as defined in said Indenture) is registered at the close of business on December 15 or June 15, as the regular record date for such interest installment [which shall case may be the close of business on the (whether or not a Business Day next Day), immediately preceding such Interest Payment Date (the "Regular Record Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] "). Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such regular record date, Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Company, pursuant to Section 2.14 of the Base Indenture (as defined below), for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange exchange, if any, on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, York in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained or by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and wire transfer to such an account as may by appropriately designated by the Property TrusteeHolder entitled thereto. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate senior and junior unsecured and will rank equal in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions other senior unsecured obligations of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisionsCompany. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, to or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryTHIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. Unless and until it is exchanged in whole or in part for Notes in definitive formUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR RE▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferOR PAYMENT, exchange or payment, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____XL CAPITAL LTD [ ]% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______[ ], 2044 TCI COMMUNICATIONS, INC.20[ ] XL CAPITAL LTD, a Delaware corporation Cayman Islands exempted limited company (the "CompanyCOMPANY", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________[ ], 2044, 20[ ] and to pay interest on said principal sum from ________________[ ], ____, 20[ ] or from the most recent interest payment date (each such date, an "Interest Payment DateINTEREST PAYMENT DATE") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31[ ], June 30[ ], September 30 [ ]and December 31 [ ] of each year, commencing March 31[ ], 199620[ ], at the rate of ____[ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of XL Capital Trust [ ], the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property TrusteeTrustee of XL Capital Trust [ ]. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or payment, and any Note issued is registered in the name of Cede EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.R-[•] $[•] PARTNERRE FINANCE B LLC, a limited liability company organized and existing under the laws of Delaware corporation (hereinafter called the "“Company"”, which term includes any successor corporation Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of ________________ Dollars [•] dollars ($[•]) on ________________, 2044, and the Final Maturity Date. The Company further promises to pay interest on said principal sum from ________________September 22, ____, 2020 or from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) semi-annually on April 1 and October 1 in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31on April 1, 19962021, at the rate and subject to the terms and conditions specified in Sections 2.05 and 2.06 of ____% per annum the First Supplemental Indenture, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annumpaid or duly provided for. The amount of interest payable on any Interest Payment Date shall will be computed on the basis of a 360-day year consisting of twelve 30-day months. In months unless the event that any date on period for which interest is payable to be paid consists of less than a 30-day month, in which case it will be computed on this Note the basis of the actual number of days elapsed per 30-day month. Any separate payment of Arrears of Interest will be paid according to Section 2.07 of the First Supplemental Indenture. If any Interest Payment Date falls on a day that is not a Business Day, then the interest payment due on that date will be postponed until the next succeeding Business Day, and no interest on such payment will accrue for the period from and after such Interest Payment Date to such next succeeding Business Day. Similarly, if the Final Maturity Date falls on a day that is not a Business Day, the payment of interest payable on such date will and principal may be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made no interest on such datepayment will accrue for the period from and after the Final Maturity Date to such next succeeding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date willshall, as provided in the Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [interest, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the Business Day case may be, next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders Holder on such regular record date, Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor Securities) is registered at the close of business on a special record date Special Record Date for the payment of such Defaulted Interest to be fixed by the Company for in accordance with the payment terms of such defaulted interestthe Indenture, notice whereof shall be given by the Trustee to the registered Holders of the Notes Securities of this series not less than fifteen (15) 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Unless this Note is a global Note, payment of the Indentureprincipal of and interest due on the Final Maturity Date of this Note shall be made upon surrender of this Note at the Corporate Trust Office of the Trustee. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose paid in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment Dollars. Payments of interest may will be made made, subject to such surrender where applicable, at the option of the Company Company, (i) by check mailed to the registered Holder address of the Person entitled thereto at such address as shall appear in the security register Security Register or (ii) by wire transfer to an account maintained by the Registrarpayee with a bank located in the United States. Notwithstanding Reference is hereby made to the foregoing, so long as the Holder further provisions of this Note is set forth on the Property Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if set forth at this place. Unless the certificate of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated authentication hereon has been executed by the Property Trustee. The indebtedness evidenced Trustee referred to on the reverse hereof by manual or electronic signature, this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS M-2 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSEACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION (the "CompanyPTCE", which term includes any successor corporation under the Indenture hereinafter referred to) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date PTCE 95-60 (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), except thatPTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), if such Business Day is in the next succeeding calendar yearPTCE 90-1 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER"). THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. IN ADDITION, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS PRINCIPAL BALANCE OF SECTION 2.08 THIS NOTE MAY BE REDUCED AS A RESULT OF THE INDENTURE ALLOCATION OF ALLOCABLE LOSS AMOUNTS TO SUCH PRINCIPAL BALANCE, AS FURTHER SET FORTH IN THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be SALE AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $[insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.---------------]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or payment, and any Note issued is registered in the name of Cede EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE R-1 $_______, 2044 TCI COMMUNICATIONS, ___ CUSIP No. ____________ CIT GROUP INC., a corporation organized and existing under the laws of Delaware corporation (hereinafter called the "“Company"”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ ______, or registered assigns, the principal sum of _________ dollars ($________ Dollars ) on ________________March 15, 20442067 (the “Final Maturity”). Notwithstanding the preceding sentence, and in the event that the Final Maturity is not a Business Day, then the Final Maturity will be the next succeeding day which is a Business Day. The Company further promises to pay interest on said principal sum from ________________January 31, ____, 2007 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for. To, quarterly but not including, March 15, 2017 or earlier redemption (the “Fixed Rate Period”), each Outstanding Note will bear interest at the per annum rate of 6.10% (the “Fixed Rate”) payable (subject to the interest deferral as set forth hereinprovisions of the First Supplemental Indenture) semi-annually in arrears on March 31, June 30, 15 and September 30 and December 31 15 of each yearyear (each such date, an “Fixed Rate Interest Payment Date”), commencing March 31on September 15, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any2007, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interestinterest at such interest rate, compounded quarterly, at the same rate per annumsemi-annually. The amount of interest payable on for any full Interest Payment Date shall Period during the Fixed Rate Period will be computed on the basis of a 360-day year of twelve 30thirty-day months. In , and the event that amount of interest payable for any date on period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less than a thirty-day month, the actual number of days elapsed per thirty-day month. From March 15, 2017 up to but not including the Final Maturity or earlier redemption (the “Floating Rate Period”), the Notes will bear interest at the per annum rate of Three-Month LIBOR plus a margin equal to 1.815% (the “Floating Rate”), payable quarterly in arrears on this Note March 15, June 15, September 15 and December 15 (a “Floating Rate Interest Payment Date” and together with a Fixed Rate Interest Payment Date, an “Interest Payment Date”), commencing June 15, 2017. The amount of interest payable during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days elapsed in each quarterly Interest Payment Period. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point. Interest will accrue and compound semi-annually at the Fixed Rate during the Fixed Rate Period and quarterly at the Floating Rate during the Floating Rate Period from and including the date of initial issuance or the last Interest Payment Date in respect of which interest has been paid or duly provided for, as applicable, to, but not including, the next succeeding Interest Payment Date on which the interest is actually paid, an earlier Redemption Date or the Final Maturity, as the case may be. If any Interest Payment Date during the Fixed Rate Period is not a Business Day, then payment of interest payable on such date will the Interest Payment Date shall be made on the next immediately succeeding day which is a Business Day (and Day, without any interest or other payment in respect of any such delay), and if any Interest Payment Date during the Floating Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day, except that, that if during the Floating Rate Period such Business Day is in the next succeeding calendar yearmonth, then such payment shall Interest Payment Date will be made on the immediately preceding Business Day. If this Note has been issued upon transfer of, or exchange for, or in each case with replacement of a predecessor Note, interest on this Note shall accrue from the same force and effect as if made last Interest Payment Date to which interest was paid on such datepredecessor Note or, if no interest was paid on any such predecessor Note, from January 31, 2007. The interest installment 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 Securities, as defined in said Indentureincluding Compounded Interest) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in New Yorkthe Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register Security Register or by transfer to an account maintained by the Registrarpayee with a bank located in the United States. Notwithstanding Payment of the foregoingprincipal of, so long as and interest, if any, on this Note due to the Holder hereof at Final Maturity will be made in U.S. dollars, in immediately available funds, upon surrender of this Note is to the Property TrusteeCompany, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trusteecorporate trust office or Paying Agent. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder Holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferEXCHANGE OR PAYMENT, exchange or payment, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest herein.] NoHAS AN INTEREST HEREIN. $ CUSIP NoTHIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. TCI COMMUNICATIONSEACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF TYSON FOODS, INC. ____% SUBORDINATED DEFERRABLE INTEREST THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO TYSON FOODS, INC., (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE DUE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. No._______, 2044 TCI COMMUNICATIONS____ CUSIP No.___________ TYSON FOODS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of ________$________ Dollars on ________________October 1, 20442011, in the coin or currency of the United States, and to pay interest interest, semi-annually on April 1 and October 1 of each year, commencing April 1, 2002, on said principal sum from ________________at said office or agency, ____in like coin or currency, or at the rate per annum specified in the title of this Note, from the most recent interest payment April 1 or the October 1, as the case may be, next preceding the date (each such date, an "Interest Payment Date") of this Note to which interest has been paid or duly provided for, quarterly (subject unless the date hereof is a date to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually has been paid or duly provided for, on any Interest Payment Date willin which case from the date of this Note, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such unless no interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually has been paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record datethis Note, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the which case from October 2, 2001, until payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, said principal sum has been made or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully duly provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debtsfor; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at address of the person entitled thereto as such address as shall appear on the Security Register of the Company or by wire transfer as provided in the security register maintained by the RegistrarIndenture. Notwithstanding the foregoing, so long if the date hereof is after the 15th day of March or September, as the Holder case may be, and before the following April 1 or October 1, this Note shall bear interest from such April 1 or October 1; provided, that if the Company shall default in the payment of interest due on such April 1 or October 1, then this Note shall bear interest from the next preceding April 1 or October 1 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on these Notes, from October 2, 2001. The interest so payable on any April 1 or October 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the Property Trusteeclose of business on the March 15 or September 15, as the payment of the principal of (and premiumcase may be, if any) and interest on this Note will be next preceding such April 1 or October 1, whether or not such day is a Business Day. Reference is made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS B-2 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] . ANY PERSON WHO PURCHASES THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO HAVE MADE, UPON SUCH PURCHASE, THE REPRESENTATIONS SET FORTH UNDER THE HEADING "NOTICES TO INVESTORS" IN THE PRIVATE PLACEMENT MEMORANDUM DATED APRIL 29, 1999 FOR THE EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1 HOME LOAN ASSET BACKED NOTES, SERIES 1999-1. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. IN ADDITION, THE PRINCIPAL BALANCE OF THIS NOTE MAY BE REDUCED AS A RESULT OF THE ALLOCATION OF ALLOCABLE LOSS AMOUNTS TO SUCH PRINCIPAL BALANCE, AS FURTHER SET FORTH IN THE SALE AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. Note Principal Amount. See Schedule Attached Hereto No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE [_______, 2044 TCI COMMUNICATIONS, INC._] CUSIP NO. 291701 DE 7 EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1 CLASS B-2 9.00% ASSET BACKED NOTES EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1, a business trust organized and existing under the laws of the State of Delaware corporation (herein referred to as the "CompanyIssuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ CEDE & CO. or registered assigns, the principal sum set forth on Schedule I attached hereto payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of ________________ Dollars on ________________which is the initial principal amount of this Class B-2 Note and the denominator of which is the aggregate principal amount of all Class B-2 Notes by (ii) the aggregate amount, 2044, and to pay interest on said principal sum from ________________, ____, or if any payable from the most recent interest payment date Note Payment Account in respect of principal on the Class B-2 Notes pursuant to SECTION 5.01(D) AND (each such dateE) of the Sale and Servicing Agreement dated as of April 1, an "Interest Payment Date") to which interest has been paid or duly provided for1999; provided, quarterly (subject to deferral as set forth herein) in arrears on March 31however, June 30, September 30 and December 31 that the entire unpaid principal amount of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof this Note shall have become be due and payablepayable on the earlier of (i) the applicable Maturity Date, and on any overdue principal and premium(ii) the Termination Date, if any, pursuant to SECTION 11.01 of the Sale and Servicing Agreement or (without duplication iii) the date on which the Majority Residual Interestholders exercise their option to terminate the Issuer pursuant to Section 11.02 of the Sale and to Servicing Agreement or (iv) the extent that payment date on which an Event of such interest is enforceable under applicable law) on any overdue installment of interestDefault shall have occurred and be continuing, compounded quarterly, if the Indenture Trustee at the same direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in SECTION 5.02 of the Indenture. Capitalized terms used but not defined herein are defined either in Article I of the Indenture (the "Indenture") dated as of April 1, 1999 between the Issuer and U.S. Bank National Association, a national banking association, which also contains rules as to construction that shall be applicable herein or in the Sale and Servicing Agreement. The Issuer will pay interest on this Note at the rate per annum. The annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the Accrual Period in which the Clean-up Call Date occurs, the rate of interest payable on any this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date shall during the calendar month preceding such Payment Date (each, an "Accrual Period"); provided, however, in the case of the first Payment Date, there will be no Accrual Period and no interest will accrue on this Note and in the case of the second Payment Date, the Accrual Period is the period commencing on May 3, 1999 and ending on May 31, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Such principal of (and premium, if any) and the interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts; provided. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note is issued on May 3, however1999, and based on its issue price of 73.83697%, including accrued interest, and a stated redemption price at maturity equal to its initial principal balance, is issued with original issue discount ("OID") for federal income tax purposes. Assuming that payment this Note pays in accordance with projected cash flows reflecting the prepayment assumption of interest may be made at 100% Prepayment Assumption (as defined in the option Private Placement Memorandum dated April 29, 1999 with respect to the offering of the Company by check mailed Class B-2 Notes) used to price this Note: (i) the registered Holder at such address amount of OID as shall appear in a percentage of the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder initial principal balance of this Note is approximately 26.16303000%; and (ii) the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and annual yield to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder maturity of this Note, by accepting compounded monthly, is approximately 14.83%. Reference is made to the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs further provisions of this Note set forth on the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture Trustee whose name appears below by each holder of Senior Indebtednessmanual signature, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toto on the reverse hereof, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trusteepurpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.[Signature Page Follows]

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of BAC Capital Trust V (the “Trust”). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York, as Property Trustee of BAC Capital Trust V, or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of The Depository Trust Company Company, New York (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. TCI COMMUNICATIONS, INC▇▇▇▇▇▇▇▇▇ ISIN No. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.US 060505AY04 No. V-R- ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CORPORATION, a Delaware corporation (the "“Company"”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST V, or registered assigns, the principal sum of ________________ Dollars DOLLARS ($ .00) on ________________November 3, 20442034, (the “Maturity Date”), and to pay interest on said principal sum from ________________November 3, ____, 2004 or from the most recent interest payment date (each such date, an "“Interest Payment Date"”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31February 3, June 30May 3, September 30 August 3 and December 31 November 3 of each yearyear commencing February 3, commencing March 31, 19962005, at the rate of ____6% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- NOTE—which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.close of business on January 18, April 18, July 18 and October 18]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. As used herein, the term “Business Day” shall mean any day other than a day on which federal or state banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryTHIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. Unless and until it is exchanged in whole or in part for Notes in definitive formUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____THE COASTAL CORPORATION % SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.The COASTAL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of Coastal Finance II, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property TrusteeTrustee of Coastal Finance II. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of BAC Capital Trust I (the "Trust"). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York, as Property Trustee of BAC Capital Trust I or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, New York (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇"DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] NoTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE $_______________ CUSIP No. __ __________________ No._____________ BANK OF AMERICA CORPORATION 7% JUNIOR SUBORDINATED NOTES, 2044 TCI COMMUNICATIONS, INC.DUE ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ CEDE & CO., or registered assigns, the principal sum of ________________ Dollars on ($________________) on December 15, 20442031, (the "Maturity Date"), and to pay interest on said principal sum from ________________December 14, ____, 2001 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 3115, June 3015, September 30 15 and December 31 15 of each year, year commencing March 3115, 19962002, at the rate of ____7% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day <page> 11 months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- NOTE - which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Dateclose of business on March 1, June 1, September 1 or December 1.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. As used herein, the term "Business Day" shall mean any day other than a day on which federal or state banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. <page> 12 This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of NB Capital Trust IV (the "Trust"). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York, as Property Trustee of NB Capital Trust IV or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇) New York to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. The Bank of New York, as Property Trustee of NB Capital Trust IV or such other name as requested by an authorized representative of The Depository Trust Company Bank of New York and any payment hereon is made to Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust IV, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co.The Bank of New York, as Property Trustee of NB Capital Trust IV, has an interest herein.] NoTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE $_______, 2044 TCI COMMUNICATIONS, INC________ CUSIP No. 638585 __ __ No._____________ NATIONSBANK CORPORATION NATIONSBANK CORPORATION, a Delaware North Carolina corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ($________________) on April 15, 20442027 (the "Maturity Date"), and to pay interest on said principal sum from ________________April 22, ____1997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 April 15 and December 31 October 15 of each yearyear commencing October 15, commencing March 31, 19961997, at the rate of ____8 1/4% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.close of business on April 1 or October 1]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's ' s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT -THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferEXCHANGE OR PAYMENT, exchange or payment, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest herein.] NoHAS AN INTEREST HEREIN. $ CUSIP NoTHIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. TCI COMMUNICATIONSEACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF TYSON FOODS, INC. ____% SUBORDINATED DEFERRABLE INTEREST THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO TYSON FOODS, INC., (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE DUE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. No._______, 2044 TCI COMMUNICATIONS__ CUSIP No._________ TYSON FOODS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $___________ on October 1, 2004, in the coin or registered assigns, currency of the principal sum of ________________ Dollars on ________________, 2044United States, and to pay interest interest, semi-annually on April 1 and October 1 of each year, commencing April 1, 2002, on said principal sum from ________________at said office or agency, ____in like coin or currency, or at the rate per annum specified in the title of this Note, from the most recent interest payment April 1 or October 1, as the case may be, next preceding the date (each such date, an "Interest Payment Date") of this Note to which interest has been paid or duly provided for, quarterly (subject unless the date hereof is a date to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually has been paid or duly provided for, on any Interest Payment Date willin which case from the date of this Note, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such unless no interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually has been paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record datethis Note, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the which case from October 2, 2001, until payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, said principal sum has been made or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully duly provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debtsfor; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at address of the person entitled thereto as such address as shall appear on the Security Register of the Company or by wire transfer as provided in the security register maintained by the RegistrarIndenture. Notwithstanding the foregoing, so long if the date hereof is after the 15th day of March or September, as the Holder case may be, and before the following April 1 or October 1, this Note shall bear interest from such April 1 or October 1; provided, that if the Company shall default in the payment of interest due on such April 1 or October 1, then this Note shall bear interest from the next preceding April 1 or October 1 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on these Notes, from October 2, 2001. The interest so payable on any April 1 or October 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the Property Trusteeclose of business on the March 15 or September 15, as the payment of the principal of (and premiumcase may be, if any) and interest on this Note will be next preceding such April 1 or October 1, whether or not such day is a Business Day. Reference is made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS A-5 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSEACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION (the "CompanyPTCE", which term includes any successor corporation under the Indenture hereinafter referred to) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date PTCE 95-60 (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), except thatPTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 PTCE 90-1 (or one or more Predecessor Securities, as defined in said IndentureRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT AND PTCE 84-14 (RELATING TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED TRANSACTIONS EFFECTED BY A GLOBAL SECURITY -- which shall be "QUALIFIED PROFESSIONAL ASSET MANAGER"). THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $[insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.---------------]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate ’s certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsform provided for in this Section 202: [Note: Insert if CDS is Depositary – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (FORM OF FACE OF NOTE“CDS”) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇▇ ▇▇▇▇▇▇COMMUNICATIONS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, ▇▇▇ ▇▇▇▇EXCHANGE OR PAYMENT, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferAND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., exchange or payment, and any Note issued is registered in the name of Cede OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co.CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED HOLDER HEREOF, Cede Co.CDS & CO., has an interest hereinHAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.] [Note: Insert if a Global Security – THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE BASE INDENTURE (HEREINAFTER REFERRED TO). THIS NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE BASE INDENTURE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED, EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE BASE INDENTURE OR THE SUPPLEMENTAL INDENTURE HEREINAFTER REFERRED TO.] UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ∎, ∎. [Note: insert date that is 4 months and one day after the initial issue date for the Notes] 5.00% FIXED-TO-FIXED RATE SUBORDINATED NOTES DUE 2081 No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.∎ CUSIP: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇: CA775109BR15 Cdn$∎ [Note: Insert if a Global Security – (as revised by the Schedule of Increases and Decreases in Global Note attached hereto)] ▇▇▇▇▇▇ Communications Inc., a Delaware corporation organized under the laws of the Province of British Columbia (herein called the "“Company"”, which term includes any successor corporation entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ [CDS & CO.][∎] or registered assigns, the principal sum of ________________ Dollars Canadian dollars [Note: Insert if a Global Security – (as revised by the Schedule of Increases and Decreases in Global Note attached hereto)] on ________________December 17, 20442081, and at the office or agency of the Company referred to below, and, subject to the Company’s right to defer interest payments (the “Deferral Right”) set out in SECTION 303 of the Supplemental Indenture (as defined below), to pay accrued interest on said such principal sum amount in arrears, in equal semi-annual payments on June 17 and December 17 (each herein called an “Interest Payment Date”) (or, if such day is not a Business Day, the next following Business Day) of each year, beginning on June 17, 2022, at the applicable rate specified below, which interest shall accrue from ________________and including December 17, ____2021 or, if interest has already been paid or duly provided for, from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for. Interest will accrue on the aggregate unpaid principal amount of this Note from, quarterly and including, December 17, 2021 to, but excluding, December 17, 2026 (subject to deferral as set forth hereinthe “Initial Interest Reset Date”) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the a rate of ____5.00% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any During each Interest Payment Date shall be computed on Reset Period (as defined in the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delaySupplemental Indenture), except that, if such Business Day is the Notes will accrue interest at a rate per annum equal to the 5-year Government of Canada Yield (as defined in the next succeeding calendar yearSupplemental Indenture) as of the most recent Interest Rate Calculation Date (as defined in the Supplemental Indenture) plus, such payment shall be made on (i) for the immediately preceding Business Dayperiod from, and including, the Initial Interest Reset Date to, but excluding, December 17, 2031, 3.575%, (ii) for the period from, and including, December 17, 2031 to, but excluding December 17, 2046, 3.825% and (iii) for the period from, and including, December 17, 2046 to, but excluding, the Maturity Date, 4.575%, in each case with the same force and effect as if made case, to be reset on such dateeach Interest Reset Date. The interest installment 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 Indenture (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record datebelow), and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Regular Record Date for the payment of such defaulted interest, notice whereof which shall be given to the registered Holders tenth Business Day immediately preceding such Interest Payment Date. For any period (other than a full coupon period for an installment of the Notes not less than fifteen (15) days prior to such special record dateinterest), or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at calculated on the office or agency basis of a 365 day year, based on the Trustee maintained for that purpose actual number of days elapsed in New York, New York, in any coin or currency such period. This Note is one of the United States a duly authorized issue of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option securities of the Company designated as its 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 (herein called the “Notes”), issued or issuable under an indenture (as the same may from time to time be supplemented or amended (other than by check mailed a Series Supplement), herein called the “Base Indenture”) dated as of December 17, 2021 between the Company and BNY Trust Company of Canada, as trustee (herein called the “Trustee”, which term includes any successor trustee thereunder), as supplemented and amended by the First Supplemental Indenture dated as of December 17, 2021 between the Company and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the registered Holder at such address as shall appear Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations 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. All terms used in this Note which are defined in the security register maintained by Indenture shall have the Registrarmeanings assigned to them in the Indenture. Notwithstanding In the foregoing, so long as event of a conflict between the Holder terms of this Note is the Property TrusteeNotes and the terms of the Indenture, the terms of the Indenture shall prevail. A Holder may obtain from the Trustee a copy of the Base Indenture and the Supplemental Indenture on written request and upon payment of a reasonable copying charge. Payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trusteein Canadian dollars. The indebtedness evidenced by this Note isNote, and payment of principal and interest on the Notes, is subordinated to all Senior Indebtedness (as defined in the Supplemental Indenture) to the extent and in the manner provided in the Indenture. Upon an Automatic Conversion Event (as defined in the Supplemental Indenture), subordinate the Notes will be automatically converted into Conversion Preferred Shares (as defined in the Supplemental Indenture), in the manner, with the effect and junior as of the effective time contemplated in right of payment the Supplemental Indenture. Notwithstanding anything contained herein to the prior payment contrary, no interest on the Notes will accrue or be payable after the Conversion Time (as defined in full the Supplemental Indenture). The Notes are subject to redemption at the option of the Company as described in the Indenture. If an Event of Default shall occur and be continuing, the principal amount of all Senior Indebtednessthe Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for the defeasance and discharge of the Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and this Note is issued subject the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified percentage in aggregate principal amount of the Notes. The Indenture also contains provisions permitting the Holders of a specified percentage in aggregate principal amount of the Notes to waive compliance by the Company with certain provisions of the Indenture with respect theretoand certain past defaults under the Indenture and their consequences. Each Holder Without notice to or the consent of the Holders of the Notes, certain modifications and amendments may be made to the Indenture and the Notes. The Notes are issuable only in registered form without coupons in denominations of Cdn$1,000 or any integral multiple thereof. Prior to the time of due presentment of this NoteNote for registration of transfer, by accepting the sameCompany, (a) agrees to the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, whether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be bound affected by such provisions, (b) authorizes and directs notice to the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisionscontrary. This Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose purpose, unless and until the Certificate Trustee’s certificate of Authentication hereon shall have authentication below has been signed duly executed by or on behalf of the Trustee by the manual or electronic signature of a designated signing officer of the Trustee. The provisions This Note and the Indenture are governed by, and are to be construed in accordance with, the laws of this Note are continued on the reverse side hereof Province of Ontario and such continued provisions shall for all purposes have the same effect as though fully set forth at this placelaws of Canada applicable therein.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE __________________ $______________ U S WEST Capital Funding, 2044 TCI COMMUNICATIONSInc. 8 % SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2036 U S WEST CAPITAL FUNDING, INC., a Delaware Colorado corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________October 29, 20442036, and to pay interest on said principal sum from ________________October 29, ____, 1996 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, year commencing March December 31, 1996, 1996 at the rate of ____8 % per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] Date unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the ____ business day next preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of BAC Capital Trust III (the “Trust”). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York, as Property Trustee of BAC Capital Trust III, or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, New York (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. TCI COMMUNICATIONS, INC▇▇▇▇▇▇▇▇▇ ▇▇. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.▇-▇-▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CORPORATION, a Delaware corporation (the "“Company"”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST III, or registered assigns, the principal sum of ________________ Dollars DOLLARS ($ ) on ________________August 15, 20442032, (the “Maturity Date”), and to pay interest on said principal sum from ________________August 9, ____, 2002 or from the most recent interest payment date (each such date, an "“Interest Payment Date"”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31February 15, June 30May 15, September 30 August 15 and December 31 November 15 of each yearyear commencing November 15, commencing March 31, 19962002, at the rate of ____7% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. As used herein, the term “Business Day” shall mean any day other than a day on which federal or state banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms and the Notes shall have such additional terms as may be set forth in such form: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTES, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depositary or a nominee of a depositaryDepositary. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depositary to a nominee of the depositary Depositary or by a nominee of the Depositary to the Depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepositary) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇o the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP NoNO. TCI COMMUNICATIONS, INC. _CONSUMERS POWER COMPANY ___% SUBORDINATED DEFERRABLE INTEREST NOTE NOTES DUE _______, 2044 TCI COMMUNICATIONS, INC.2015 Consumers Power Company, a Delaware Michigan corporation (the "CompanyIssuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ , or registered assigns, the principal sum of ________________ Dollars on ($___________) on _________, 2044____, and to pay interest on said principal sum from ________________, ____1996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, year commencing March 31, 1996, ___________ at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (the close of business on the 15th day of the month in which such Interest Payment Date occurs.] If and to be selected by the Company) which is not less than 15 days prior to each extent the Company shall default in the payment of the interest due on such Interest Payment Date.]] Any such , interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special subsequent record date (which shall not be less than five Business Days prior to be fixed by the Company for the date of payment of such defaulted interest, ) established by notice whereof shall be given by mail by or on behalf of the Company to the registered Holders of the Notes this Note not less than fifteen (15) 15 days prior to preceding such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturesubsequent Record Date. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee in the Borough of Manhattan, the City of New York maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company Issuer by check mailed to the registered Holder at such address as shall appear in the security register Security Register or by wire transfer to an account maintained by the RegistrarHolder. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning one of the Indenture hereinafter "Notes" referred to and is registered in the name Credit Agreement. Reference is hereby made to the Credit Agreement for rights and obligations of a depositary or a nominee payment and prepayment, events of a depositary. Unless default and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee right of the depositary or another nominee of Bank to accelerate the depositary or by maturity hereof upon the depositary or any such nominee to a successor depositary or a nominee occurrence of such successor depositaryevents. Unless The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note Note. The Borrower agrees to pay all collection expenses, court costs and reasonable attorneys' fees (including the allocated cost of inhouse counsel) and disbursements (whether or not litigation is presented by an authorized representative commenced) which may be incurred in connection with the collection or enforcement of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE this Note. THIS NOTE SHALL BE GOVERNED BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] NoAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. $ CUSIP No. TCI COMMUNICATIONSU.S. RENTALS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE By:_______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________ or registered assigns, the principal sum of Title:_______________________ Dollars on D - 2 FORM OF NOTE EXHIBIT E --------- INTERCREDITOR AGREEMENT ----------------------- E - 1 INTERCREDITOR AGREEMENT EXHIBIT F --------- THIRD AMENDED AND RESTATED SECURITY AGREEMENT --------------------------------------------- RE: RECEIVABLES, INVENTORY, EQUIPMENT AND DOCUMENTS --------------------------------------------------- Dated as of July 1, 1996 F - 1 SECURITY AGREEMENT EXHIBIT G --------- ASSIGNMENT AND ACCEPTANCE ------------------------- FORM OF NOTICE OF ASSIGNMENT AND ACCEPTANCE ------------------------------------------- ________________, 204419__ TO: Bank of America National Trust and Savings Association, as Administrative Agent Reference is made to that certain Second Amended and Restated Credit Agreement dated as of August 21, 1996 among U.S. Rentals, Inc., a California corporation (the "Borrower"), the banks from time to time party thereto, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 -------- Bank of America National Trust and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date willSavings Association, as provided in the IndentureAdministrative Agent, be paid Collateral Agent and Issuing Bank (as extended, renewed, amended or restated from time to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trusteetime, the payment of "Agreement;" the principal of (and premium, if any) and interest on this Note will be made at such place and to such account terms defined therein being used herein --------- as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placetherein defined).

Form of Note. (a) The Notes and the Trustee's Certificate form of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSfollows: SOVEREIGN CREDIT FINANCE II, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE NOTES DUE FEBRUARY 15, 2002 $_______________ No._____________ Sovereign Credit Finance II, 2044 TCI COMMUNICATIONS, INC.Inc., a Delaware corporation duly organized and existing under the laws of the State of Texas (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044_ dollars, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In 12 months of 30 days each) on the event that any unpaid portion of said principal sum outstanding from time to time from the date on which interest is payable on of issue, until the principal amount of this Note is not a Business Daypaid in full, then payment at the rate of eleven percent (11.0%) per annum, which interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on due and payable upon the immediately preceding Business Day, in 15th day of each case with the same force and effect as if made on such date. The interest installment 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 calendar month (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, due and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturepayable. The principal of (and premium, if any) and the interest on this Note shall be are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of March 3, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (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 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. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be made registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the option office or agency designated by the Company pursuant to the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by check mailed notice to the registered Holder contrary. 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 under the Indenture at such address as shall appear in the security register maintained any time by the RegistrarCompany with the consent of the Majority Holders. Notwithstanding The Indenture also contains provisions permitting the foregoingMajority Holders, so long as on behalf of the Holders of all the Notes, 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. The Indenture also permits the Property TrusteeTrustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid by the Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of (and premium, if any) and interest on this Note will be made at and not to the payment of interest, or if such place and to such account as may by designated by excessive interest exceeds the Property Trustee. The indebtedness evidenced by unpaid balance of principal of this Note issuch excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent provided in permitted by applicable law, be amortized, prorated, allocated and spread throughout the Indenture, subordinate and junior in right full term of payment to the prior such indebtedness until payment in full so that the actual rate of all Senior Indebtednessinterest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note is issued subject and the Indenture. The Company hereby waives, to the provisions extent permitted by applicable law, all of its rights or protections afforded by any applicable usury or interest limitation law. Unless the Indenture with respect thereto. Each Holder certificate of this Note, authentication hereon has been executed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereofby manual signature, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS B-1 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.. EACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER"). THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. IN ADDITION, THE PRINCIPAL BALANCE OF THIS NOTE MAY BE REDUCED AS A RESULT OF THE ALLOCATION OF ALLOCABLE LOSS AMOUNTS TO SUCH PRINCIPAL BALANCE, AS FURTHER SET FORTH IN THE SALE AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $[----------------] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE [_______, 2044 TCI COMMUNICATIONS, INC.__] CUSIP NO. 291701 DD 9 EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1 CLASS B-1 9.00% ASSET BACKED NOTES EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1, a business trust organized and existing under the laws of the State of Delaware corporation (herein referred to as the "CompanyIssuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ CEDE & CO. or registered assigns, the principal sum of ________________ Dollars on [________________, 2044, and to pay interest on said principal sum from ________________, __] Dollars ($[____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until ___]) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal hereof amount of this Class B-1 Note and the denominator of which is the aggregate principal amount of all Class B-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class B-1 Notes pursuant to SECTION 5.01(D) AND (E) of the Sale and Servicing Agreement dated as of April 1, 1999; provided, however, that the entire unpaid principal amount of this Note shall have become be due and payablepayable on the earlier of (i) the applicable Maturity Date, and on any overdue principal and premium(ii) the Termination Date, if any, pursuant to SECTION 11.01 of the Sale and Servicing Agreement or (without duplication iii) the date on which the Majority Residual Interestholders exercise their option to terminate the Issuer pursuant to SECTION 11.02 of the Sale and to Servicing Agreement or (iv) the extent that payment date on which an Event of such interest is enforceable under applicable law) on any overdue installment of interestDefault shall have occurred and be continuing, compounded quarterly, if the Indenture Trustee at the same direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in SECTION 5.02 of the Indenture. Capitalized terms used but not defined herein are defined either in Article I of the Indenture (the "Indenture") dated as of April 1, 1999 between the Issuer and U.S. Bank National Association, a national banking association, which also contains rules as to construction that shall be applicable herein or in the Sale and Servicing Agreement. The Issuer will pay interest on this Note at the rate per annum. The annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on any this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date shall during the calendar month preceding such Payment Date (each, an "Accrual Period"); provided, however, in the case of the first Payment Date, there will be no Accrual Period and no interest will accrue on this Note and in the case of the second Payment Date, the Accrual Period is the period commencing on May 3, 1999 and ending on May 31, 1999 (each, an "Accrual Period"). Interest will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Such principal of (and premium, if any) and the interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts; provided. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note is issued on May 3, however1999, and based on its issue price of 73.83697%, including accrued interest, and a stated redemption price at maturity equal to its initial principal balance, is issued with original issue discount ("OID") for federal income tax purposes. Assuming that payment this Note pays in accordance with projected cash flows reflecting the prepayment assumption of interest may be made at 100% Prepayment Assumption (as defined in the option Prospectus Supplement dated April 29, 1999 with respect to the offering of this Note) used to price this Note: (i) the amount of OID as a percentage of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder initial principal balance of this Note is approximately 26.16303000%; and (ii) the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and annual yield to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder maturity of this Note, by accepting compounded monthly, is approximately 14.83%. Reference is made to the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs further provisions of this Note set forth on the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture Trustee whose name appears below by each holder of Senior Indebtednessmanual signature, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toto on the reverse hereof, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trusteepurpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.[Signature Page Follows]

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of BAC Capital Trust VI (the "Trust"). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York, as Property Trustee of BAC Capital Trust VI, or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of The Depository Trust Company Company, New York (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇"DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP NoTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE $_______, 2044 TCI COMMUNICATIONS, INC.___ CUSIP No. 060505______ ISIN No. US 060505______ No. VI-R-__ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST VI, or registered assigns, the principal sum of ________________ Dollars on _____________________ DOLLARS ($__________.00) on March 8, 20442035 (the "Maturity Date"), and to pay interest on said principal sum from ________________March 8, ____, 2005 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on March 31, June 30, 8 and September 30 and December 31 8 of each yearyear commencing September 8, commencing March 31, 19962005, at the rate of ____% 5⅝% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day 360‑day year of twelve 30-day 30‑day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- NOTE - which shall be [insert date (to be selected by the Company) which is not less than close of business on February 15 days prior to each Interest Payment Date.and August 15]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. As used herein, the term "Business Day" shall mean any day other than a day on which federal or state banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or obligated by law, executive order or regulation to close. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact or her attorney‑in‑fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS M-1 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSEACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION (the "CompanyPTCE", which term includes any successor corporation under the Indenture hereinafter referred to) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date PTCE 95-60 (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), except thatPTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), if such Business Day is in the next succeeding calendar yearPTCE 90-1 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER"). THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. IN ADDITION, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS PRINCIPAL BALANCE OF SECTION 2.08 THIS NOTE MAY BE REDUCED AS A RESULT OF THE INDENTURE ALLOCATION OF ALLOCABLE LOSS AMOUNTS TO SUCH PRINCIPAL BALANCE, AS FURTHER SET FORTH IN THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be SALE AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $[insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.--------------]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. (a) The Notes and the Trustee's Certificate form of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is as follows: TAMARACK LENDERS CORPORATION AUTO RECEIVABLES BACKED NOTES $ No. ----------------- ----------------- Tamarack Lenders Corporation, a global Note within corporation duly organized and existing under the meaning laws of the Indenture hereinafter State of Texas (herein referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________ or registered assigns, the principal sum of _____________________________ Dollars dollars, and to pay interest (computed on the basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, until the principal amount of this Note is paid in full, at the rate of ______ per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable in [_____ equal consecutive monthly installments] commencing on the Principal Repayment Commencement Date (as hereafter defined) and thereafter on every Payment Date, until _____________ (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. [The Principal Repayment Commencement Date is ___________________.] The principal of and interest on this Note are payable 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. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Auto Receivables Backed Notes, Series ___________, (herein called the "Notes"), all issued and to be issued under an Indenture dated as of __________________, 20441997 (herein called the "Indenture"), between the Company and Sterling Trust Company (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 thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to pay be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on said this Note at the Stated Maturity [or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption] shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal sum from ________________, ____, or from due and payable on any Payment Date (other than the most recent interest payment date Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (each such date, an the "Interest Payment Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to which interest has been paid or duly provided forthe Person entitled thereto, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 the terms of each year, commencing March 31, 1996the Indenture, at the rate office or agency in the United States of ____% per annum until America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal hereof shall have become and unpaid accrued interest, may be declared due and payablepayable in the manner and with the effect provided in the Indenture. [The Notes are redeemable, and at any time, at the option of the Company on any overdue Payment Date, in whole or in part, at 100% of the unpaid principal and premiumamount thereof, if anytogether with accrued interest thereon; provided, and (without duplication and however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that payment the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of such redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note ceases to accrue on and after the Redemption Date. If provision is not a Business Day, then made for the redemption and payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment this Note in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case accordance with the same force Indenture, this Note shall thereupon cease to bear interest from and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as after the Redemption Date.] As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be paid issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note (is registered as the owner hereof for all purposes, whether or one not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 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 under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, 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 more Predecessor Securitieswaiver 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. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as defined in said Indenture) is registered at requested by the close of business on the regular record date Holder surrendering same. The Company may charge a reasonable fee for such interest installment [which exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the close laws of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (State of Texas applicable to agreements made and to be selected performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid maturity of this Note or duly provided for otherwise, shall forthwith cease the amount paid, or agreed to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interestuse, notice whereof shall be given to the registered Holders forbearance, or detention of the Notes not less than fifteen (15) days prior to such special record date, money loaned under this Note or may be paid at otherwise or for the payment or performance of any time covenant or obligation contained herein or the Indenture or in any other lawful manner not inconsistent with document evidencing, securing or pertaining hereto, exceed the requirements maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any securities exchange on which the Notes may be listedprovision hereof or any of such other documents, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time performance of payment is legal tender for payment such provision shall be due, shall involve transcending the limit of public and private debts; providedvalidity prescribed by law, howeverthen IPSO FACTO, that payment of interest may the obligation to be made at the option of the Company by check mailed fulfilled shall be reduced to the registered Holder at limit of such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoingvalidity, so long as and if from any such circumstances the Holder of this Note is shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the Property Trusteehighest lawful rate, such amount which would be excessive interest shall be applied to the payment reduction of the principal of (and premium, if any) and interest on this Note will be made at and not to the payment of interest, or if such place and to such account as may by designated by excessive interest exceeds the Property Trustee. The indebtedness evidenced by unpaid balance of principal of this Note issuch excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent provided in permitted by applicable law, be amortized, prorated, allocated and spread throughout the Indenture, subordinate and junior in right full term of payment to the prior such indebtedness until payment in full so that the actual rate of all Senior Indebtednessinterest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note is issued subject and the Indenture. The Company hereby waives, to the provisions extent permitted by applicable law, all of its rights or projections afforded by any applicable usury or interest limitation law. Unless the Indenture with respect thereto. Each Holder certificate of this Note, authentication hereon has been executed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereofby manual signature, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS------------------------------- --------------------------- MediaOne Group Funding, INC. ____Inc. [ ]% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS[ ] MEDIAONE GROUP FUNDING, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, [ ] and to pay interest on said principal sum from ________________[ ], ____, 199[ ] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly [ ] (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 [ ] of each yearyear commencing [ ], commencing March 31, 1996, 199[ ] at the rate of ____[ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] Date unless otherwise provided for in the Indenture]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the ____ business day next preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date, and may be paid to the Person person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT — This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.HSBC Finance Corporation, a Delaware corporation (the "“Company"”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________ or registered assigns, the principal sum of ___$_____________ Dollars on ________________, 20442035, and to pay interest on said principal sum (i) from ________________, ____, 2005 or from the most recent interest payment date (each such date, an "a “Fixed Rate Interest Payment Date"”) to which interest has been paid or duly provided forfor to but excluding ,2015, quarterly semiannually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each yearyear commencing , commencing March 31, 19962006, at the rate of ____% per annum until the principal hereof shall have become due and payableannum, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded semiannually and (ii) from .........., 2015, or from the most recent Floating Rate Interest Payment Date (as defined herein) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on , , and of each year (beginning on , 2016) until the principal hereof shall have become due (each a “Floating Rate Interest Payment Date”, together with Fixed Rate Interest Payment Date, each an “Interest Payment Date”) and payable, at a floating rate per annum equal to LIBOR (as determined from time to time as provided on the reverse hereof) plus %, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Fixed Rate Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable on any Floating Interest Rate Payment Date shall be computed on the basis of the actual number of days in the applicable Floating Rate Period (as defined on the reverse hereof) divided by 360. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- Depository Note — which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the fifteenth day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary The Depository Trust Company ("DTC") or a nominee of a depositaryDTC. Unless and until it is exchanged in whole or in part for Notes in definitive certificated form, this Note may not be transferred except as a whole by the depositary DTC to a nominee of the depositary or another nominee of the depositary DTC or by the depositary DTC or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company DTC (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company DTC and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____THE COASTAL CORPORATION % SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.The COASTAL CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of Coastal Finance III, the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property TrusteeTrustee of Coastal Finance III. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, the Note Guarantee and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depositary or a nominee of a depositaryDepositary. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depositary to a nominee of the depositary Depositary or by a nominee of the Depositary to the Depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepositary) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS[IF THE NOTE IS TO BE A RESTRICTED NOTE, INC. ____% SUBORDINATED DEFERRABLE INTEREST INSERT THIS NOTE DUE _______(OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation AS AMENDED (the THE "CompanySECURITIES ACT", which term includes any successor corporation under the Indenture hereinafter referred to), for value receivedAND, hereby promises to pay to ________________ or registered assignsACCORDINGLY, the principal sum of ________________ Dollars on ________________MAY NOT BE OFFERED, 2044SOLD, and to pay interest on said principal sum from ________________PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, ____OR FOR THE ACCOUNT OR BENEFIT OF, or from the most recent interest payment date U.S. PERSONS, EXCEPT AS SET FORTH IN THE SECOND SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (each such date, an 1) REPRESENTS THAT (A) IT IS A "Interest Payment DateQUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A ") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayQIB"), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said IndentureB) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date SECURITIES ACT OR (to be selected by the CompanyC) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.IT IS AN INSTITUTIONAL

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE CLASS A-4 NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSEACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION (the "CompanyPTCE", which term includes any successor corporation under the Indenture hereinafter referred to) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date PTCE 95-60 (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), except thatPTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 PTCE 90-1 (or one or more Predecessor Securities, as defined in said IndentureRELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT AND PTCE 84-14 (RELATING TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED TRANSACTIONS EFFECTED BY A GLOBAL SECURITY -- which shall be "QUALIFIED PROFESSIONAL ASSET MANAGER"). THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $[insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.--------------]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary The Depository Trust Company ("DTC") or a nominee of a depositaryDTC. Unless and until it is exchanged in whole or in part for Notes in definitive certificated form, this Note may not be transferred except as a whole by the depositary DTC to a nominee of the depositary or another nominee of the depositary DTC or by the depositary DTC or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company DTC (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company DTC and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____XL CAPITAL LTD [ ]% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.20 XL CAPITAL LTD, a Delaware corporation Cayman Islands exempted limited company (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 199620 , at the rate of ____[ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 90-day quarter. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property TrusteeTrustee of XL Capital Trust [ ], the payment of the principal of (and premium, if any) and interest on this Note will be made in immediately available funds at such place and to such account as may by designated by the Property TrusteeTrustee of XL Capital Trust [ ]. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination sub- ordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT - This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this 18 Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ $___________________ CUSIP No. TCI COMMUNICATIONSHOUSEHOLD INTERNATIONAL, INC. _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______Household International, 2044 TCI COMMUNICATIONS, INC.Inc., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ or registered assigns, the principal sum of __________________________________ Dollars or registered assigns, the principal sum of $____________ on ________________, 2044, and to pay interest on said principal sum from ________________, ____, 2001 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31_________, June 30_________, September 30 _________ and December 31 ___________ of each year, year commencing March 31, 1996________________, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next fifteenth day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY Depository Note -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT - This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ $___________________ CUSIP No. TCI COMMUNICATIONSHOUSEHOLD INTERNATIONAL, INC. _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______Household International, 2044 TCI COMMUNICATIONS, INC.Inc., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ __________________________________ or registered assigns, the principal sum of ____$____________ Dollars on ________________, 2044, and to pay interest on said principal sum from ______________March __, ____, 2000 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 ____________ and December 31 ___________ of each year, year commencing March 31, 1996________________, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded semiannually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY Depository Note -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate ’s certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsform provided for in this Section 202: [Insert for Global Notes (FORM the “Global Notes Legend”): UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF FACE THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE COMPANY (HEREINAFTER REFERRED TO) OR ITS AGENT FOR REGISTRATION OF NOTE) [IF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NOTE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryCEDE & CO. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co.OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED HOLDER HEREOF, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INCCEDE & CO., a Delaware corporation HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE BASE INDENTURE (the "Company"HEREINAFTER REFERRED TO). THIS NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE BASE INDENTURE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (each such date, an "Interest Payment Date"A) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE PROVISIONS INDENTURE, (B) THIS NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 207(B) OF THE BASE INDENTURE, (C) THIS NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.08 211 OF THE INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 207(B) OF BASE THE NOTES ARE NO LONGER REPRESENTED INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A GLOBAL SECURITY -- which shall be [insert date NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (to be selected by the CompanyZ) which is not less than 15 days prior to each Interest Payment DateBY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferEXCHANGE OR PAYMENT, exchange or payment, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest herein.] NoHAS AN INTEREST HEREIN. $ CUSIP NoTHIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. TCI COMMUNICATIONSEACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF TYSON FOODS, INC. ____% SUBORDINATED DEFERRABLE INTEREST THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO TYSON FOODS, INC., (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE DUE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. No._______, 2044 TCI COMMUNICATIONS____ CUSIP No.___________ TYSON FOODS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of ________$________ Dollars on ________________October 1, 20442006, in the coin or currency of the United States, and to pay interest interest, semi-annually on April 1 and October 1 of each year, commencing April 1, 2002, on said principal sum from ________________at said office or agency, ____in like coin or currency, or at the rate per annum specified in the title of this Note, from the most recent interest payment April 1 or the October 1, as the case may be, next preceding the date (each such date, an "Interest Payment Date") of this Note to which interest has been paid or duly provided for, quarterly (subject unless the date hereof is a date to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually has been paid or duly provided for, on any Interest Payment Date willin which case from the date of this Note, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such unless no interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually has been paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record datethis Note, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the which case from October 2, 2001, until payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, said principal sum has been made or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully duly provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debtsfor; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at address of the person entitled thereto as such address as shall appear on the Security Register of the Company or by wire transfer as provided in the security register maintained by the RegistrarIndenture. Notwithstanding the foregoing, so long if the date hereof is after the 15th day of March or September, as the Holder case may be, and before the following April 1 or October 1, this Note shall bear interest from such April 1 or October 1; provided, that if the Company shall default in the payment of interest due on such April 1 or October 1, then this Note shall bear interest from the next preceding April 1 or October 1 to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on these Notes, from October 2, 2001. The interest so payable on any April 1 or October 1 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the Property Trusteeclose of business on the March 15 or September 15, as the payment of the principal of (and premiumcase may be, if any) and interest on this Note will be next preceding such April 1 or October 1, whether or not such day is a Business Day. Reference is made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The further provisions of this Note are continued set forth on the reverse side hereof and such continued hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

Form of Note. (a) The Notes and the Trustee's Certificate form of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSfollows: SOVEREIGN CREDIT FINANCE II, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE NOTES DUE _______FEBRUARY 15, 2044 TCI COMMUNICATIONS2002 $ No. --------------- ------------- Sovereign Credit Finance II, INC.Inc., a Delaware corporation duly organized and existing under the laws of the State of Texas (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044_ dollars, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In 12 months of 30 days each) on the event that any unpaid portion of said principal sum outstanding from time to time from the date on which interest is payable on of issue, until the principal amount of this Note is not a Business Daypaid in full, then payment at the rate of eleven percent (11.0%) per annum, which interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on due and payable upon the immediately preceding Business Day, in 15th day of each case with the same force and effect as if made on such date. The interest installment 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 calendar month (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on February 15, 2002 (the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, due and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturepayable. The principal of (and premium, if any) and the interest on this Note shall be are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due February 15, 2002 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of January 31, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (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 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. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be made registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the option office or agency designated by the Company pursuant to the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by check mailed notice to the registered Holder contrary. 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 under the Indenture at such address as shall appear in the security register maintained any time by the RegistrarCompany with the consent of the Majority Holders. Notwithstanding The Indenture also contains provisions permitting the foregoingMajority Holders, so long as on behalf of the Holders of all the Notes, 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. The Indenture also permits the Property TrusteeTrustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid by the Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of (and premium, if any) and interest on this Note will be made at and not to the payment of interest, or if such place and to such account as may by designated by excessive interest exceeds the Property Trustee. The indebtedness evidenced by unpaid balance of principal of this Note issuch excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent provided in permitted by applicable law, be amortized, prorated, allocated and spread throughout the Indenture, subordinate and junior in right full term of payment to the prior such indebtedness until payment in full so that the actual rate of all Senior Indebtednessinterest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note is issued subject and the Indenture. The Company hereby waives, to the provisions extent permitted by applicable law, all of its rights or protections afforded by any applicable usury or interest limitation law. Unless the Indenture with respect thereto. Each Holder certificate of this Note, authentication hereon has been executed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereofby manual signature, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositaryINSERT - THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. Unless and until it is exchanged in whole or in part for Notes in definitive formTHIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. Unless this Note is presented by an authorized representative of The Depository Trust Company UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transferTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and any Note issued is registered in the name of Cede AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereofSINCE THE REGISTERED OWNER HEREOF, Cede Co.CEDE & CO., has an interest hereinHAS AN INTEREST HEREIN.] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF INTERNATIONAL PAPER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO INTERNATIONAL PAPER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (2) ACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR (3) IS NOT A U.S. PERSON AND IS PURCHASING THE NOTES IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(IV) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE .________________________ CUSIP No. o INTERNATIONAL PAPER COMPANY 8% NOTES DUE JULY 8, 2044 TCI COMMUNICATIONS, INC.2003 INTERNATIONAL PAPER COMPANY, a Delaware New York corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___to_____________ or registered assigns, the principal sum of _____of___________ Dollars on ($_________________ ) on July 8, 20442003, and to pay interest on said principal sum from ________________, ____the date of original issuance, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on January 8 and July 8 of each year (each such date, an "Interest Payment Date") to which interest has been paid or duly provided forcommencing January 8, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 19962001, at the rate of ____8% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded semi-annually. The amount of interest payable on for any Interest Payment Date shall period less than a full interest period will be computed on the basis of a 360-day year of twelve 30-day monthsmonths and the actual days elapsed in a partial month in such period. In the event that any date on which interest is payable on this Note the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)) with the same force and effect as if made on the date such payment was originally payable, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the December 23 or June 23 (whether or not a Business Day next Day), as the case may be, immediately preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, . Accrued interest that payment of is not paid on the applicable Interest Payment Date will bear additional interest may be made on the amount thereof at the option Coupon Rate, compounded semi-annually and computed on the basis of a 360-day year of twelve 30-day months and the Company by check mailed to the registered Holder at actual days elapsed in a partial month in such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisionsperiod. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate ’s certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE THIS NOTE IS TO BE A GLOBAL SECURITYSECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryNO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless this Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”), to the issuer Company or its agent for registration of transfer, exchange or payment, and any this Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company DTC, and unless any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ REGISTERED $300,000,000 NUMBER R-1 CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ FINANCIAL, INC., a Delaware Florida corporation (herein called the "“Company", ,” which term includes any successor corporation under the Indenture hereinafter referred toto on the reverse hereof), for value received, hereby promises to pay to ________________ Cede & Co. or its registered assigns, the principal sum of ________________ Dollars THREE HUNDRED MILLION DOLLARS on ________________August 15, 2044, and 2019 (except to the extent redeemed or repaid prior to that date). The Company shall pay interest on said such principal sum from ________________amount at the rate of 8.60% per annum, ____until payment of such principal amount has been made or duly provided for, or from the most recent interest payment date semi-annually in arrears on August 15 and February 15 of each year (each such dateeach, an "“Interest Payment Date") ”). Interest shall be payable on each Interest Payment Date, commencing on February 15, 2010, and at the stated maturity or earlier redemption or repayment (the “Maturity Date”). If the Company shall default in the payment of interest due on any Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided forpaid, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premiumor, if any, and (without duplication and to the extent that payment of such no interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed has been paid on the basis of a 360-day year of twelve 30-day months. In Notes, from August 20, 2009 (the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay“Original Issue Date”), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of NB Capital Trust II. This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York as Property Trustee of NB Capital Trust II or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryin limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇) New York to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. The Bank of New York, as Property Trustee of NB Capital Trust II or such other name as requested by an authorized representative of The Depository Trust Company Bank of New York and any payment hereon is made to Cede & Co.The Bank of New York, as Property Trustee of NB Capital Trust II, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co.The Bank of New York, as Property Trustee of NB Capital Trust II, has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INCIS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT - This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ $___________________ CUSIP No. TCI COMMUNICATIONSHOUSEHOLD INTERNATIONAL, INC. _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______Household International, 2044 TCI COMMUNICATIONS, INC.Inc., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ __________________________________ or registered assigns, the principal sum of ____$____________ Dollars on ________________, 2044, and to pay interest on said principal sum from ______________March __, ____, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, year commencing March 31, 1996________________, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY Depository Note -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depositary or a nominee of a depositaryDepositary. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depositary to a nominee of the depositary Depositary or by a nominee of the Depositary to the Depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepositary) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.____ NATIONSBANK CORPORATION ____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2026 NATIONSBANK CORPORATION, a Delaware North Carolina corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ($______________) on December __, 20442026(the "Maturity Date"), and to pay interest on said principal sum from ______________December __, ____1996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each yearyear commencing _______, commencing March 31, 1996199_, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY NOTE -- which shall be [insert date (to be selected by the Company) which is not less than close of business on March 15, June 15, September 15 days prior to each Interest Payment Date.or December 15]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary the Depository or a nominee of a depositarythe Depository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE $___________________ PLATINUM UNDERWRITERS FINANCE, 2044 TCI COMMUNICATIONSINC. *% SENIOR GUARANTEED NOTE DUE 2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns____, the principal sum of ______ dollars ($________________ Dollars ) on ________________[*], 20442007 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ________________*, ____2002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, initially at the rate of ____*% per annum (the "Interest Rate") up to, but excluding, the Reset Date; provided, however, that in the event a Last Failed Remarketing occurs, this Note shall continue to bear interest at the Interest Rate until the principal of the Notes is paid or made available for payment. In the event the Notes are successfully remarketed pursuant to the Purchase Contract and Remarketing Agreement, this Note shall bear interest at the Reset Rate, from and including the Reset Date to the date on which principal hereof shall have become due and payable, and on is paid or made available for payment; PROVIDED that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annumInterest Rate up to but excluding the Reset Date, if any, and thereafter at the Reset Rate, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. Interest on this Note initially shall be payable quarterly in arrears on [*, *, *, and *] of each year (each, an "Interest Payment Date"), commencing *, 2002 through and including *, 2005, and then semi-annually in arrears on the Interest Payment Dates of * and * of each year, commencing on *, 2006 until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly or semi-annual period, as applicable, for which interest is computed will be computed on the basis of the actual number of days elapsed in such a 90-day or 180-day period, as applicable. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- ; PROVIDED, HOWEVER, if pursuant to the terms of the Indenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be [insert date (to be selected by the Company) which is not more than one Business Day but less than 15 days 60 Business Days prior to each such Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained Register or by wire transfer to an account appropriately designated by the RegistrarHolder entitled thereto. Notwithstanding Reference is hereby made to the foregoing, so long as the Holder further provisions of this Note is set forth on the Property Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if fully set forth at this place. Unless the certificate of authorization hereon has been executed by the principal of (and premiumTrustee referred to on the reverse hereof by manual signature, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained Guarantee endorsed herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York Trust Company, N.A., as Property Trustee of BAC Capital Trust XV (the "Trust"). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York Trust Company, N.A., as Property Trustee of BAC Capital Trust XV, or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of The Depository Trust Company Company, New York (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇"DTC") to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP NoTHIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE $_______, 2044 TCI COMMUNICATIONS, INC.___ CUSIP No. 060505 DF8 ISIN ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇-__ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ THE BANK OF NEW YORK TRUST COMPANY, N.A., AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST XV, or registered assigns, the principal sum of ________________________ Dollars on DOLLARS ($________________) on June 1, 20442056 (the "Maturity Date"), and to pay interest on said principal sum from ________________May 31, ____, 2007 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 1, June 1, September 1 and December 1 of each year (each such date, an "Interest Payment Date") beginning September 1, 2007, at a floating rate per annum equal to (a) Three-Month LIBOR (as defined below) plus a spread of 0.80% (the "Initial Spread") from May 31, 2007 through the interest period ending June 301, September 30 2037 and December 31 (b) Three-Month LIBOR plus a spread of each year1.80% (the "Step-Up Spread") from the interest period beginning June 1, commencing March 312037 through maturity or prepayment, 1996, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) 14 on any overdue installment of interest, interest or any Deferred Interest at the applicable Coupon Rate or Rates compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of the actual number of days elapsed in the period and a 360-day year of twelve 30-day months360‑day year. In the event that any date on which interest is payable on this Note is not a Business DayDay (as defined below), then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, if such Business Day is in the next succeeding calendar yearmonth, such payment shall be made on the immediately preceding Business Day. In each such case, in each case with except for the same force Interest Payment Date falling on the Maturity Date, the Interest Periods and effect as if made Interest Reset Dates will be adjusted accordingly to calculate the amount of interest payable on such datethis Note. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day in New York and Charlotte next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which . If pursuant to the provisions of the Indenture, the Notes are no longer represented by a Global Note, the record date shall be [insert date (to be selected by the Company) which is not less than close of business on the February 15, May 15, August 15 days and November 15 prior to each Interest Payment Date.]] such payment dates. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. (a) The Reset Notes and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS A RESTRICTED SECURITY, INSERT - THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO BE A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT "RULE 144A") PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENT OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.] [IF THE NOTE IS A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary the Depository or a nominee of a depositarythe Depository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Depository) may be registered except in limited circumstances.] [IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, INSERT - Unless this Note 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 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange nge or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS72766C AC 0 $▇▇▇,▇▇▇,▇▇▇ ▇▇▇▇ ▇▇. US72766CAC01 PLATINUM UNDERWRITERS FINANCE, INC. ____6.371% SUBORDINATED DEFERRABLE INTEREST SENIOR GUARANTEED NOTE DUE _______, 2044 TCI COMMUNICATIONS2007 PLATINUM UNDERWRITERS FINANCE, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assignsCede & Co., the principal sum of ________________ Dollars one-hundred thirty-seven million five-hundred thousand dollars ($137,500,000) on ________________November 16, 20442007 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from ________________August 16, ____2005, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996, at the rate of ____6.371% per annum until (the "Interest Rate"), to the date on which the principal hereof shall have become due and payableis paid or made available for payment, and on provided that any overdue principal and premium, if any, and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same Interest Rate from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. If a Registration Default (as defined in the Second Supplemental Indenture dated as of August 16, 2005) occurs, the Notes shall bear Additional Interest (as defined in the Second Supplemental Indenture dated as of August 16, 2005) at a rate per annumannum specified therein, in addition to the interest referred to above, as liquidated damages, for the period from the occurrence of such Registration Default until such time as no Registration Default is in effect. Interest on this Note shall be payable semi-annually in arrears on May 16 and November 16 of each year (each, an "Interest Payment Date"), commencing on November 16, 2005, until the principal hereof is paid or made available for payment. The amount of interest payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full semi-annual period for which interest is computed will be computed on the basis of the actual number of days elapsed in such 180-day period. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which as long as any Notes are represented by a Global Note shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- ; provided, however, if pursuant to the terms of the Indenture the Notes are no longer represented by a Global Note, the Company may select such regular record date for such interest installment which shall be [insert date (to be selected by the Company) which is not more than one Business Day but less than 15 days 60 Business Days prior to each such Interest Payment Date.]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee Company maintained for that purpose in New York, New York, in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained Register or by wire transfer to an account appropriately designated by the RegistrarHolder entitled thereto. Notwithstanding Reference is hereby made to the foregoing, so long as the Holder further provisions of this Note is set forth on the Property Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if fully set forth at this place. Unless the certificate of authentication hereon has been executed by the principal of (and premiumTrustee referred to on the reverse hereof by manual signature, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained Guarantee endorsed herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT - This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this 18 Note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇Wate▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to ▇▇ the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ $___________________ CUSIP No. TCI COMMUNICATIONSHOUSEHOLD INTERNATIONAL, INC. _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______Household International, 2044 TCI COMMUNICATIONS, INC.Inc., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ __________________________________ or registered assigns, the principal sum of ____$____________ Dollars on ________________, 2044, and to pay interest on said principal sum from ______________March __, ____, 2000 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31_________, June 30_________, September 30 _________ and December 31 ___________ of each year, year commencing March 31, 1996________________, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY Depository Note -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is a global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. _____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE ____________, 2044 20__ TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on ___________, 20_____, 2044, and to pay interest on said principal sum from ________________, ___199_, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31____________, 1996199_, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [**IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: INSERT - This Note Debt Security is a global Note Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depositary or a nominee of a depositaryDepositary. Unless This Debt Security is exchangeable for Global Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred except Debt Security (other than a transfer of this Debt Security as a whole by the depositary Depositary to a nominee of the depositary Depositary or by a nominee of the Depositary or another nominee of the depositary Depositary) may be registered except in limited circumstances. Every Debt Security delivered upon registration of transfer of, or by in exchange for, or in lieu of this Global Security shall be a Global Security, subject to the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryforegoing, except in the limited circumstances described above. Unless this Note certificate is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 ▇▇▇▇▇ ▇▇▇▇▇▇"DTC"), ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of The Depository Trust Company DTC (or to such other entity as is requested by an authorized representative of DTC) and any payment hereon is made to Cede & Co.Co. (or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A ANY PERSON IS WRONGFUL since inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _________________ $____________________ 8.10% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE June 3, 2044 TCI COMMUNICATIONS, INC.2027 ReliaStar Financial Corp., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ ReliaStar Financing II, or registered assigns, the principal sum of ________________ Dollars on ________________June 3, 20442027, or, at the Company's election, on a date no later than June 3, 2046, and to pay interest on said principal sum from ________________June 3, ____1997, or from the most recent interest payment date (each such date, an "Interest Payment Date") Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each yearyear commencing June 30, commencing March 31, 19961997, at the rate of ____8.10% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note Debt Security is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 (Debt Security or one or more Predecessor Securities, as defined in said Indenture) Securities is registered at the close of business on the regular record date Regular Record Date for such interest installment installment, which shall be the close of business on the Business Day next preceding such Interest Payment Date [**IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBT SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY [**OR IF THE PROPERTY TRUSTEE IS NOT THE HOLDER] - which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, Regular Record Date and may be paid to the Person in whose name this Note (Debt Security or one or more Predecessor Securities) Securities is registered at the close of business on a special record date Special Record Date to be fixed by the Company Trustee for the payment of such defaulted interestDefaulted Interest, notice whereof shall be given to the registered Holders of the Notes this series of Debt Securities not less than fifteen (15) 10 days prior to such special record dateSpecial Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note Debt Security shall be payable at the office or agency of the Trustee maintained for that purpose in New YorkWilmington, New York, Delaware in any coin or currency of the United States of America which that at the time of payment is legal tender for payment of public and private debts; provided, however, that at the -------- ------- option of the Company payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained Security Register or by the Registrarwire transfer to such account as may have been appropriately designated by such Holder. Notwithstanding the foregoing, so long as the Holder of this Note Debt Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note Debt Security will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior IndebtednessDebt and shall be pari passu with all Trust Related Securities (defined to mean the obligations evidenced by debt securities (and guaranties in respect of those debt securities) initially issued to any trust, or trustee of a trust, partnership or other entity affiliated with the Company that is, directly or indirectly, a financing vehicle of the Company in connection with the issuance by such entity of preferred securities or other similar securities), and this Note Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this NoteDebt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessDebt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose purpose, until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's ’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, as Property Trustee of BAC Capital Trust [ ] (the “Trust”). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than The Bank of New York, as Property Trustee of BAC Capital Trust [ ], or its nominee only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of The Depository Trust Company Company, New York (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇“DTC”) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede CEDE & Co. CO. or such other name as requested by an authorized representative of The Depository Trust Company DTC (and any payment hereon is made to Cede & Co.Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. $ CUSIP No. TCI COMMUNICATIONSISIN No. No. I-R-1 [ ]% JUNIOR SUBORDINATED NOTES, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.[ ] BANK OF AMERICA CORPORATION, a Delaware corporation (the "“Company"”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST [ ], or registered assigns, the principal sum of ________________ Dollars DOLLARS ($ ) on ________________[ , 2044], (the “Maturity Date”), and to pay interest on said principal sum from ________________[ , ____, ] or from the most recent interest payment date (each such date, an "“Interest Payment Date"”) to which interest has been paid or duly provided for, quarterly [semi-annually] (subject to deferral as set forth herein) in arrears on March 31January 15, June 30April 15, September 30 July 15 and December 31 October 15 [January 15 and July 15] of each yearyear commencing January 15, commencing March 31, 1996[ ], at the rate of ____[ ]% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annumannum compounded quarterly [semi-annually]. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the Registrar. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.day

Form of Note. The Notes Notes, and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYDepository Note, INSERT: INSERT - This Note is a global Depository Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary Depository or a nominee of a depositaryDepository. Unless and until it This Note is exchanged in whole or in part exchangeable for Notes registered in definitive formthe name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note may not be transferred except (other than a transfer of this note as a whole by the depositary Depository to a nominee of the depositary Depository or by a nominee of the Depository to the Depository or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositaryDepository) may be registered except in limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONSHOUSEHOLD INTERNATIONAL, INC. ____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONSHousehold International, INC.Inc., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ or registered assigns, the principal sum of __________________________________ Dollars on or registered assigns, the principal sum of $_________________ Dollars on , 204420 , and to pay interest on said principal sum from ________________, ____, 200 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 , and December 31 of each yearyear commencing , commencing March 31, 1996200 , at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded quarterly. The amount of interest payable on any Interest Payment Date shall be computed (i) for any full 90-day quarterly interest payment period, on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period shorter than a full 90-day quarterly interest payment period for which interest payments are computed, on the basis of a 30-day month, and for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor SecuritiesNotes, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installment [which shall be the close of business on the Business Day next day preceding such Interest Payment Date.] ]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 2.11(c) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY Depository Note -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each close of business on the fifteenth day preceding such Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record dateRegular Record Date, and may be paid to the Person person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarNote Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder Holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse side hereof, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITYNOTE, INSERT: INSERT - This Note is a global Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee The Bank of New York, the Property Trustee (the "Property Trustee") of BAC Capital Trust VII (the "Trust"). This Note is exchangeable for Notes registered in the name of a depositary. Unless person other than the Property Trustee, or its nominee, only in the limited circumstances described in the Indenture, and until it is exchanged in whole or in part for Notes in definitive form, no transfer of this Note may not be transferred registered except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. in limited circumstances.] Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) the Property Trustee to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. the Property Trustee or such other name as requested by an authorized representative of The Depository Trust Company the Property Trustee (and any payment hereon is made to Cede & Co.the Property Trustee or such other entity as is requested by an authorized representative of the Property Trustee), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co.the Property Trustee, has an interest herein.] No. $ THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. £ 876,500,000 CUSIP No. TCI COMMUNICATIONS, INCISIN No. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC.No. VII-R-1 Common Code ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST VII, or registered assigns, the principal sum of ________________ Dollars on _____________________ POUNDS STERLING (£ __________) on August 10, 20442035 (the "Maturity Date"), and to pay interest on said principal sum from ________________August 10, ____, 2005 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 February 10 and December 31 August 10 of each yearyear commencing February 10, commencing March 31, 19962006, at the rate of ____% 5¼% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, interest at the same rate per annum, compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on using a day count fraction of the basis actual number of a 360-day year of twelve 30-day monthsdays elapsed divided by 365 or 366, as applicable. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 person in whose name this Note (or one or more Predecessor Securities, as defined in said the Indenture) is registered at the close of business on the regular record date for such interest installment [installment, which shall be the close of business on the Business Day business day next preceding such Interest Payment Date.] . [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- NOTE - which shall be [insert date (to be selected by the Company) which is not less than close of business on January 15 days prior to each Interest Payment Date.and July 15]] . Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the this series of Notes not less than fifteen (15) 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debtspounds sterling; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the security register maintained by the RegistrarSecurity Register. Notwithstanding the foregoing, so long as the Holder of this Note is the Property Trustee, the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may by be designated by the Property Trustee. As used herein, the term "Business Day" shall mean any weekday that (i) is not a legal holiday in New York, New York, Charlotte, North Carolina, or London, (ii) is not a day on which banking institutions in those cities are authorized or required by law or regulation to be closed and (iii) is a day on which the Trans European Automated Real-Time Gross Settlement Express Transfer ("TARGET") System or any successor system is open for business. If pounds sterling, or any successor currency of the United Kingdom, are not available to the Company due to circumstances beyond the control of the Company (such as the imposition of exchange controls or a disruption in the currency markets), the Company is entitled to satisfy its obligations to make the payments on this Note in pounds sterling, or any successor currency, by instead making the payments in U.S. dollars on the basis of the exchange rate determined by the Exchange Rate Agent (as defined in the Indenture) in its sole discretion. The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, Obligations (as defined in the Indenture) and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact or her attorney‑in‑fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior IndebtednessObligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Form of Note. (a) The Notes and the Trustee's Certificate form of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF NOTE) [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT: This Note is as follows: TAMARACK LENDERS CORPORATION CLASS A-__ NOTE $ No. ----------------- ----------------- Tamarack Lenders Corporation, a global Note within corporation duly organized and existing under the meaning laws of the Indenture hereinafter State of Texas (herein referred to and is registered in the name of a depositary or a nominee of a depositary. Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the depositary to a nominee of the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Unless this Note is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede Co., has an interest herein.] No. $ CUSIP No. TCI COMMUNICATIONS, INC. ____% SUBORDINATED DEFERRABLE INTEREST NOTE DUE _______, 2044 TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________ or registered assigns, the principal sum of _____________________________ Dollars dollars, and to pay interest (computed on the basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, until the principal amount of this Note is paid in full, at the rate of ______ per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable on ________________, 2044, and to pay interest on said principal sum from ________________, ____, or from _ (the most recent interest payment date (each such date, an "Interest Payment DateStated Maturity") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1996), at the rate of ____% per annum until the which time all then unpaid principal hereof and accrued interest hereunder shall have become be due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, compounded quarterly, at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment 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 Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment [which shall be the close of business on the Business Day next preceding such Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be [insert date (to be selected by the Company) which is not less than 15 days prior to each Interest Payment Date.]] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than fifteen (15) days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be are payable at the office or agency of the Trustee maintained for that purpose in New York, New York, in any such coin or currency of the United States of America which as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Class A-1 and Class A-2 Notes (herein called the "Notes"), all issued and to be issued under an Indenture dated as of _____________, 1998 (herein called the "Indenture"), between the Company and Sterling Trust Company (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 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. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity, or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption, shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note 14 Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be made registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the option office or agency designated by the Company pursuant to the Indenture, 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 such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by check mailed notice to the registered Holder contrary. 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 under the Indenture at such address as shall appear in the security register maintained any time by the RegistrarCompany with the consent of the Majority Holders. Notwithstanding The Indenture also contains provisions permitting the foregoingMajority Holders, so long as on behalf of the Holders of all the Notes, 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. The Indenture also permits the Property TrusteeTrustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid by the Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of (and premium, if any) and interest on this Note will be made at and not to the payment of interest, or if such place and to such account as may by designated by excessive interest exceeds the Property Trustee. The indebtedness evidenced by unpaid balance of principal of this Note issuch excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent provided in permitted by applicable law, be amortized, prorated, allocated and spread throughout the Indenture, subordinate and junior in right full term of payment to the prior such indebtedness until payment in full so that the actual rate of all Senior Indebtednessinterest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note is issued subject and the Indenture. The Company hereby waives, to the provisions extent permitted by applicable law, all of its rights or projections afforded by any applicable usury or interest limitation law. Unless the Indenture with respect thereto. Each Holder certificate of this Note, authentication hereon has been executed by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereofby manual signature, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This this Note shall not be entitled to any benefit under the Indenture hereinafter referred toIndenture, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this placepurpose.