<Page>


                                                                    Exhibit 4(c)


Conforming Changes


                                     [FRONT]
REGISTERED                                                           REGISTERED
No. FLR ____

[CUSIP]

                       BALTIMORE GAS AND ELECTRIC COMPANY

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

                      FORM OF FLOATING RATE DEBT SECURITIES

[If this Note is registered in the name of The Depository Trust Company (the
"Depositary") (55 Water Street, New York, New York) or its nominee, this Note
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary unless and until
this Note is exchanged in whole or in part for Notes in definitive form. Unless
this certificate is presented by an authorized representative of the Depositary
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of the Depositary and any
payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co. has an interest herein.]

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

<Table>
<S>                           <C>
PRINCIPAL AMOUNT:             _____________________

INITIAL INTEREST RATE:        ______________________

STATED MATURITY:              ______________________

INDEX MATURITY:               ______________________

SPREAD:                       ______________________

ORIGINAL ISSUE DATE:          ______________________

SPREAD MULTIPLIER:            ______________________ %

ISSUE PRICE:                  ______________________

MAXIMUM INTEREST RATE:        ______________________ %

MINIMUM INTEREST RATE:        ______________________ %

CALCULATION AGENT:            ______________________

</Table>


<Page>


<Table>
<S>                                 <C>
INTEREST PAYMENT DATES:
(Monthly, Quarterly,
  Semi-Annually
  or Annually)                      ______________________

INTEREST RESET DATES:
(Daily, Weekly, Monthly,
  Quarterly, Semi-Annually
  or Annually)                      ______________________

INTEREST DETERMINATION
  DATES:                            ______________________

CALCULATION DATES:                  ______________________

</Table>

INTEREST RATE BASIS (Check One):

_____ CD Rate
_____ Commercial Paper Rate
_____ LIBOR ( _____ Reuters _____ Telerate)
_____ Treasury Rate
_____ Federal Funds Effective Rate
_____ Prime Rate
_____ CMT Rate        ( _____ Telerate 7055)
                      ( _____ Telerate 7052)

<Table>
<Caption>
            REDEEMABLE
        AT THE OPTION OF THE                           REDEMPTION PRICES
        COMPANY ON OR AFTER                         (% OF PRINCIPAL AMOUNT)
        -------------------                         -----------------------
<S>                                          <C>
------------------------------------         -----------------------------------
------------------------------------         -----------------------------------
------------------------------------         -----------------------------------
------------------------------------         -----------------------------------

</Table>

<Table>
<Caption>
       SUBJECT TO REPURCHASE
           AT THE OPTION                               REPURCHASE PRICES
         OF THE HOLDER ON                           (% OF PRINCIPAL AMOUNT)
         ----------------                           -----------------------
<S>                                          <C>
------------------------------------         -----------------------------------
------------------------------------         -----------------------------------
------------------------------------         -----------------------------------
------------------------------------         -----------------------------------

</Table>

[Remarketing provisions, if any, to be included here]

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


                                       2
<Page>


               Baltimore Gas and Electric Company, a Maryland corporation
(herein called the "Company" which term includes any successor corporation under
the Indenture, as hereinafter defined), for value received, promises to pay to
Cede & Co. or its registered assigns, the principal sum of
_________________________________________________________ DOLLARS on the Stated
Maturity shown above and to pay interest on said principal sum from the Original
Issue Date shown above if interest has not been paid on this Note or from the
most recent Interest Payment Date for which interest has been paid or duly
provided for until Stated Maturity or, if applicable, upon redemption or
repurchase at the rate per annum determined in accordance with the provisions on
the reverse hereof, depending on the Interest Rate Basis and the Spread and/or
Spread Multiplier, as the case may be, specified above. Interest will be payable
on each Interest Payment Date and at Stated Maturity or upon redemption or
repurchase. Each payment of interest payable at Stated Maturity or, if
applicable, upon redemption or repurchase shall include interest to, but
excluding the date of Stated Maturity or redemption or repurchase. In the event
this Note is issued between a Record Date (the date 15 calendar days prior to
each Interest Payment Date whether or not such day shall be a Business Day) and
an Interest Payment Date or on an Interest Payment Date, the first day that
interest shall be payable will be on the Interest Payment Date following the
next succeeding Record Date. In the event of a default in the payment of
interest, interest will be payable as provided in that certain Indenture dated
as of July 1, 1985, as supplemented by the Supplemental Indentures dated as of
October 1, 1987, and January 26, 1993, respectively (the "Indenture"), by and
between the Company and The Bank of New York (successor to Mercantile-Safe
Deposit and Trust Company), a corporation duly organized and existing under the
laws of the State of New York, as Trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture).

               Pursuant to the provisions of the Indenture, the Company will
maintain an agency at The Bank of New York in The City of New York, New York
(the "Bank"), or at such other agencies as may from time to time be designated,
where the Notes may be presented for payment, for registration of transfer and
exchange, and where notices or demands to, or upon, the Company may be served.

               The interest so payable on the dates specified above will,
subject to certain exceptions provided in the Indenture, be paid to the person
in whose name this Note is registered at the close of business on the Record
Date for such Interest Payment Date, which shall be the date 15 calendar days
prior to each Interest Payment Date whether or not such day shall be a Business
Day; provided, however, that interest payable at Stated Maturity or, if
applicable, upon redemption or repurchase, shall be payable to the person to
whom principal shall be payable. Payment of the principal of and interest on
this Note will be made at the Bank in U.S. dollars; PROVIDED, HOWEVER, that
payments of interest (other than any interest payable at Stated Maturity or upon
redemption or repurchase) may be made at the option of the Company (i) by checks
mailed to the addresses of the persons entitled thereto as such addresses shall
appear in


                                       3
<Page>


the register of the Notes or (ii) by wire transfer to persons who are holders of
record at such other addresses that have been filed with the Bank on or prior to
the Record Date.

               Payment of the principal, premium, if any, and interest payable
at Stated Maturity, or, if applicable, upon redemption or repurchase, on this
Note will be made in immediately available funds at the request of the holder
provided that this Note is presented to the Bank in time for the Bank to make
such payments in such funds in accordance with its normal procedures.

               Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth at this place.

               Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee or a duly designated authentication agent by
manual signature, this Note shall not be entitled to any benefit under said
Indenture, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, Baltimore Gas and Electric Company has caused
this instrument to be executed in its corporate name with the manual or
facsimile signature of its President or a Vice President and a facsimile of its
corporate seal to be imprinted hereon, attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.

Dated:

BALTIMORE GAS AND ELECTRIC COMPANY


By:          ____________________
                  President


ATTEST:      ____________________       [SEAL]
                  Secretary


CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein issued under
the Indenture described herein.


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


By:      ____________________
         Authorized Signatory


                                       4
<Page>


                                    (REVERSE)

                       BALTIMORE GAS AND ELECTRIC COMPANY

                         SERIES _____, due _____________
                              (FLOATING RATE NOTE)

               This Note is one of a duly authorized issue of debt securities
(the "Securities") of the Company, of a series designated as its Series ___, due
___________ (herein called the "Notes"), limited (except as otherwise provided
in the Indenture) in aggregate principal amount to $_____________, issued and to
be issued under the Indenture, to which Indenture and all relevant indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, obligations, duties and immunities thereunder of the Company, the
Trustee, the Bank and the Securityholder and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Securities, of which the Notes
constitute a series, may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest at different rates, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. All capitalized terms not otherwise defined herein shall have the
definitions assigned to them in the Indenture.

         Commencing with the applicable Interest Reset Date first following the
Original Issue Date specified on the face hereof, the rate at which interest on
this Note is payable shall be reset daily, weekly, monthly, quarterly,
semi-annually or annually as shown on the face hereof. The interest rate per
annum for each interest reset period shall be calculated on the applicable
Interest Determination Date specified on the face hereof and shall be the
Interest Rate Basis specified on the face hereof, determined in accordance with
the provisions of the applicable heading below, adjusted by adding or
subtracting a Spread and/or multiplying by a Spread Multiplier, as the case may
be, specified on the face hereof; PROVIDED, HOWEVER, that (i) the interest rate
in effect from the Original Issue Date to the first Interest Reset Date with
respect to this Note will be the Initial Interest Rate specified on the face
hereof and (ii) the interest rate in effect for the ten days immediately prior
to the Stated Maturity or redemption or repurchase will be that in effect on the
tenth day preceding such Stated Maturity or redemption or repurchase. Each such
adjusted rate shall be applicable on and after the Interest Reset Date to which
it relates, to, but not including, the next succeeding Interest Reset Date or
until the Stated Maturity, or the date of redemption or repurchase, as the case
may be. If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day (as defined below), except that if the Interest Rate
Basis specified on the face hereof is LIBOR, and if such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. Subject to provisions of applicable law and
except as specified herein, on each Interest Reset Date the rate of interest on
this Note shall be the rate determined in accordance with the provisions of the
applicable heading below.


                                       5
<Page>


         All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (E.G.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent with one-half cent being rounded upward.

DETERMINATION OF CD RATE.

         If the Interest Rate Basis on this Note is the CD Rate, the CD Rate
with respect to this Note shall equal the rate on each Interest Determination
Date designated on the face hereof for negotiable certificates of deposit having
the Index Maturity designated on the face hereof as published in H.15(519) under
the heading "CDs (Secondary Market)." In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest Determination Date,
then the CD Rate will be the rate on such Interest Determination Date for
negotiable certificates of deposit having the Index Maturity as published in
Composite Quotations under the heading "Certificates of Deposit." If such rate
was neither published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time,
on such date, the CD Rate for that CD Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City time, on that
Interest Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity in a
denomination of $5,000,000; PROVIDED, HOWEVER, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
same as the CD Rate as adjusted for the Spread and/or Spread Multiplier, as the
case may be, for the immediately preceding interest reset period.

         The CD Rate determined with respect to any Interest Determination Date
will become effective on and as of the applicable Interest Reset Date specified
on the face hereof; PROVIDED, HOWEVER, that (i) the interest rate in effect for
the period from the Original Issue Date to first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof, and (ii) the interest rate
in effect for the ten days immediately preceding the Stated Maturity or
redemption will be that in effect on the tenth day preceding such Stated
Maturity or redemption.

DETERMINATION OF COMMERCIAL PAPER RATE.

         If the Interest Rate Basis on this Note is the Commercial Paper Rate,
the Commercial Paper Rate with respect to this Note shall equal the Money Market
Yield (calculated as described below) of the rate on each Interest Determination
Date designated on the face hereof for commercial paper having the Index
Maturity designated on the face hereof as published in H.15(519) under the


                                       6
<Page>


heading "Commercial Paper." In the event that such rate is not published prior
to 9:00 A.M., New York City time, on the Calculation Date designated on the face
hereof pertaining to such Interest Determination Date, then the Commercial Paper
Rate will be the Money Market Yield of the rate on such Interest Determination
Date for commercial paper having the Index Maturity as published in Composite
Quotations under the heading "Commercial Paper." If such rate was neither
published in H.15(519) by 9:00 A.M., New York City time, on such Calculation
Date nor in Composite Quotations by 3:00 P.M., New York City time, on such date,
the Commercial Paper Rate for that Interest Determination Date will be
calculated by the Calculation Agent and will be the Money Market Yield of the
arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, on
that Interest Determination Date, of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent for commercial paper
having the Index Maturity designated on the face hereof placed for an industrial
issuer whose bond rating is "AA," or the equivalent, from a nationally
recognized rating agency; PROVIDED, HOWEVER, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
same as the Commercial Paper Rate as adjusted for the Spread and/or Spread
Multiplier, as the case may be, for the immediately preceding interest reset
period.


         "Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards, if necessary, to the next higher one-hundred thousandth of a
percentage point) calculated in accordance with the following formula:

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

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

         The Commercial Paper Rate determined with respect to any Interest
Determination Date will become effective on and as of the applicable Interest
Reset Date specified on the face hereof; PROVIDED, HOWEVER, that (i) the
interest rate in effect for the period from the Original Issue Date to the first
Interest Reset Date will be the Initial Interest Rate specified on the face
hereof; and (ii) the interest rate in effect for the ten days immediately
preceding the Stated Maturity or redemption will be that in effect on the tenth
day preceding such Stated Maturity or redemption.

DETERMINATION OF LIBOR.

         If the Interest Rate Basis on this Note is LIBOR, LIBOR with respect to
this Note will be determined by the Calculation Agent in accordance with the
following provisions:

         (a) With respect to any Interest Determination Date, LIBOR will be
determined by either (i) the arithmetic mean of the


                                       7
<Page>


offered rates for deposits in U.S. dollars having the Index Maturity designated
on the face hereof, commencing on the second Business Day immediately following
such Interest Determination Date, which appear on the Reuters Screen LIBO Page
as of 11:00 A.M., London time, on that Interest Determination Date, if at least
two such offered rates appear on the Reuters Screen LIBO Page, or (ii) the rate
for deposits in U.S. dollars having the Index Maturity designated on the face
hereof, commencing on the second Business Day immediately following such
Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00
a.m., London time, on such Interest Determination Date. If neither Reuters
Screen LIBO Page nor Telerate Page 3750 is specified on the face hereof, LIBOR
will be determined as if Telerate Page 3750 had been specified.

         (b) With respect to an Interest Determination Date on which fewer than
two offered rates appear on the Reuters Screen LIBO Page or no rate appears on
Telerate Page 3750 for the applicable Index Maturity as described in (a) above,
LIBOR will be determined on the basis of the rates at approximately 11:00 A.M.,
London time, on such Interest Determination Date at which deposits in U.S.
dollars having the Index Maturity designated on the face hereof are offered to
prime banks in the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent commencing on the second
Business Day immediately following such Interest Determination Date and in a
principal amount not less than $1,000,000 that in the Calculation Agent's
judgment is representative for a single transaction in such market at such time
(a "Representative Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR for such Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City
time, on such Interest Determination Date by three major banks in The City of
New York, selected by the Calculation Agent, for loans in U.S. dollars to
leading European banks having the specified Index Maturity commencing on the
second Business Day immediately following such Interest Determination Date and
in a Representative Amount; PROVIDED, HOWEVER, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
same as LIBOR as adjusted for the Spread and/or Spread Multiplier, as the case
may be, for the immediately preceding interest reset period.

         LIBOR determined with respect to any Interest Determination Date will
become effective on and as of the applicable Interest Reset Date specified on
the face hereof; PROVIDED, HOWEVER, that (i) the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof and (ii) the interest rate in
effect for the ten days immediately preceding the Stated Maturity or redemption
will be that in effect on the tenth day preceding such Stated Maturity or
redemption.

DETERMINATION OF FEDERAL FUNDS EFFECTIVE RATE.

         If the Interest Rate Basis on this Note is the Federal Funds Effective
Rate, the Federal Funds Effective Rate with respect to


                                       8
<Page>


this Note shall equal with respect to each Interest Determination Date
designated on the face hereof the rate on such date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)" or, if not
so published prior to 11:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest Determination Date,
then the Federal Funds Effective Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate was neither published in H.15(519)
by 11:00 A.M., New York City time, on such Calculation Date nor in Composite
Quotations by 3:00 P.M., New York City time, on such date, the Federal Funds
Effective Rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates, as of 11:00
A.M., New York City time, on that Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; PROVIDED, HOWEVER, that if fewer than three brokers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as the Federal
Funds Effective Rate as adjusted for the Spread and/or Spread Multiplier, as the
case may be, for the immediately preceding interest reset period.

         The Federal Funds Effective Rate determined with respect to any
Interest Determination Date will become effective on and as of the applicable
Interest Reset Date specified on the face hereof; PROVIDED, HOWEVER, that (i)
the interest rate in effect for the period from the Original Issue Date to the
first Interest Reset Date will be the Initial Interest Rate specified on the
face hereof; and (ii) the interest rate in effect for the ten days immediately
preceding the Stated Maturity or redemption will be that in effect on the tenth
day preceding such Stated Maturity or redemption.

DETERMINATION OF PRIME RATE.

         If the Interest Rate Basis on this Note is the Prime Rate, the Prime
Rate with respect to the Note shall equal with respect to each Interest
Determination Date designated on the face hereof the rate set forth on such date
in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is
not published prior to 9:00 A.M., New York City time, on the Calculation Date
designated on the face hereof pertaining to such Interest Determination Date,
then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary,
to the next higher one-hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank that appear on the Reuters Screen
USPRIMEONE Page as such bank's prime rate or base lending rate as in effect for
that Interest Determination Date. If fewer than four such rates but more than
one such rate appear on the Reuters Screen USPRIMEONE Page for the Interest
Determination Date, the Prime Rate will be the arithmetic mean of the prime
rates (quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on such Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two quotations are provided, the Prime Rate
shall be determined on the basis of the rates furnished in The City of New York
by the appropriate number of substitute banks or trust companies organized and
doing business under the laws of


                                       9
<Page>


the United States, or any State thereof, having total equity capital of at least
$500 million and being subject to supervision or examination by a Federal or
State authority, selected by the Calculation Agent to provide such rate or
rates; PROVIDED, HOWEVER, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as the Prime Rate
as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the
immediately preceding interest reset period.

         The Prime Rate determined with respect to any Interest Determination
Date will become effective on and as of the applicable Interest Reset Date
specified on the face hereof; PROVIDED, HOWEVER, that (i) the interest rate in
effect for the period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified on the face hereof; and (ii)
the interest rate in effect for the ten days immediately preceding the Stated
Maturity or redemption will be that in effect on the tenth day preceding such
Stated Maturity or redemption.

DETERMINATION OF TREASURY RATE.

         If the Interest Rate Basis on this Note is the Treasury Rate, the
Treasury Rate with respect to this Note shall equal with respect to each
Interest Determination Date designated on the face hereof the rate for the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity designated on the face hereof as published in
H.15(519) under the heading, "U.S. Government Securities/Treasury Bills/Auction
Average (Investment)" or, if not so published by 9:00 A.M., New York City time,
on the Calculation Date designated on the face hereof pertaining to such
Interest Determination Date, the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury. In the event that the results of the auction
of Treasury bills having the Index Maturity designated on the face hereof are
neither published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date, nor otherwise published or reported as provided above by 3:00
P.M., New York City time on such date, or if no such auction is held in a
particular week, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent, on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates as of approximately
3:30 P.M., New York City time, on such Interest Determination Date, of three
leading primary United States government securities dealers in The City of New
York selected by the Calculation Agent, for the issue of Treasury bills with a
remaining maturity closest to the specified Index Maturity; PROVIDED, HOWEVER,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the Treasury Rate as adjusted for the
Spread and/or Spread Multiplier, as the case may be, for the immediately
preceding interest reset period.

         The Treasury Rate determined with respect to any Interest Determination
Date will become effective on and as of the


                                       10
<Page>


applicable Interest Reset Date specified on the face hereof; PROVIDED, HOWEVER,
that (i) the interest rate in effect for the period from the Original Issue Date
to the first Interest Reset Date will be the Initial Interest Rate specified on
the face hereof; and (ii) the interest rate in effect for the ten days
immediately preceding the Stated Maturity or redemption will be that in effect
on the tenth day preceding such Stated Maturity or redemption.

DETERMINATION OF CMT RATE

         If the Interest Rate Basis on this Note is the CMT Rate, the CMT Rate
with respect to this Note shall equal with respect to each Interest
Determination Date designated on the face hereof the rate displayed on the
Designated CMT Telerate Page under the caption "...Treasury Constant
Maturities.. Federal Reserve Board Release H.15... Mondays Approximately 3:45
P.M.," under the column for the Index Maturity designated on the face hereof (i)
if the Designated CMT Telerate Page is 7055, the rate for the applicable
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately preceding the
week in which the Interest Determination Date occurs. If no page is specified on
the face hereof, the Designated CMT Telerate Page shall be 7052, for the most
recent week. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such Interest Determination Date will be such Treasury
Constant Maturity rate for the Index Maturity designated on the face hereof as
published in the relevant H.15 (519). If such rate is no longer published, or if
not published by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such Interest Determination Date will be such Treasury
Constant Maturity rate for the Index Maturity on the face hereof (or other
United States Treasury rate for such Index Maturity for that Interest
Determination Date with respect to such Interest Reset Date) as may then be
published by either the Federal Reserve Board or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for that Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M. (New York City time) on that
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Note") with an original maturity of
approximately the Index Maturity designated on the face hereof and a remaining
term to maturity of not less than such Index Maturity minus one year. If two
Treasury Notes with an original maturity as described in the preceding sentence
have remaining terms to maturity equally close to the Index Maturity designated
on the face hereof, the quotes for the Treasury Note with the shorter remaining
term to


                                       11
<Page>


maturity will be used. If the Calculation Agent cannot obtain three such
Treasury Note quotations, the CMT Rate for that Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on that Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the Index
Maturity designated on the face hereof and a remaining term to maturity closest
to such Index Maturity and in an amount of at least $100 million. If three or
four (and not five) of such Reference Dealers are quoting as described above,
then the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes will be
eliminated; PROVIDED, HOWEVER, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the rate of
interest in effect for the applicable period will be the same as the CMT Rate as
adjusted for the Spread and/or Spread Multiplier, as the case may be, for the
immediately preceding Interest Reset Period.

         The CMT Rate determined with respect to any Interest Determination Date
will become effective on and as of the applicable Interest Reset Date specified
on the face hereof; PROVIDED, HOWEVER, that (i) the interest rate in effect for
the period from the Original Issue Date to the first Interest Reset Date will be
the Initial Interest Rate specified on the face hereof; and (ii) the interest
rate, in effect for the ten days immediately preceding the Stated Maturity or
redemption will be that in effect on the tenth day preceding such Stated
Maturity or redemption.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. The Calculation Agent shall
calculate the interest rate on this Note in accordance with the foregoing on
each Interest Determination Date.

         The Interest Rate on this Note will in no event be higher than the
maximum rate permitted by Maryland law as the same may be modified by the United
States law of general applicability.

         The Calculation Agent will, upon the request of the Holder of this Note
provide to such Holder the interest rate hereon then in effect and, if
different, the interest rate which will become effective as of the next
applicable Interest Reset Date.

         If any Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest Payment Date shall
be postponed to the next day that is a Business Day, except that if (i) the rate
of interest on this Note shall be determined in accordance with the provisions
of the heading "Determination of LIBOR" above, and (ii) such Business Day is in
the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day. "Business Day" means any day other than a
Saturday or Sunday that


                                       12
<Page>


(a) is not a day on which banking institutions in the State of Maryland, or in
New York, New York, are authorized or obligated by law or executive order to be
closed, and (b) with respect to LIBOR Notes only, is a day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.

        Interest payments for this Note will include interest accrued to but
excluding the Interest Payment Dates; PROVIDED, HOWEVER, that if the Interest
Reset Dates with respect to this Note are daily or weekly, interest payable on
any Interest Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued to and including the
Record Date next preceding such Interest Payment Date. Accrued interest hereon
from the Original Issue Date or from the last date to which interest hereon has
been paid, as the case may be, shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day from the
Original Issue Date or from the last date to which interest shall have been
paid, as the case may be, to the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for
each such day shall be computed by dividing the interest rate (expressed as a
decimal, rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) applicable to each such day by 360, in
the case of the Commercial Paper Rate, CD Rate, LIBOR, Federal Funds Effective
Rate or Prime Rate, or by the actual number of days in the year in the case of
the Treasury Rate or the CMT Rate.

               This Note may not be redeemed by the Company prior to Stated
Maturity unless otherwise set forth on the face hereof. Notwithstanding Section
4.03 of the Indenture, pursuant to Section 4.01 thereof, and if so indicated on
the face of this Note, this Note may be redeemed at the option of the Company,
on any date on or after the date set forth on the face hereof in whole or in
part in increments of $1,000, at a redemption price or prices designated on the
face hereof to be redeemed together with interest thereon payable to the date
fixed for redemption. This Note may be so redeemed in whole or in part whether
or not other Notes of the same series are redeemed.

               Notice of redemption or repurchase will be given by the Company
by mail to holders of the Notes to be redeemed, not less than 30 nor more than
60 days prior to the date fixed for redemption, all as provided in the
Indenture. The Bank may carry out the responsibilities to be performed by the
Trustee required by Article Four of the Indenture.

        The Company is not required to repurchase Notes from holders prior to
Stated Maturity unless otherwise set forth on the face hereof. If so indicated
on the face hereof, this Note may be repurchased by the Company at the option of
the holder on the dates and at the prices designated thereon, in whole or in
part in increments of $1,000, together with interest payable to the repurchase
date. For book-entry notes, unless otherwise specified on the face of this Note,
holders must deliver written notice to


                                       13
<Page>


the Bank at least 30, but no more than 60, days prior to the date of repurchase,
but no later than 5:00 p.m. New York City time on the last day for giving
notice. The written notice must specify the principal amount to be repurchased
and must be signed by a duly authorized officer of the Depositary participant
(signature guaranteed). For definitive notes, unless otherwise specified on the
face of this Note, holders must complete the "Option to Elect Repayment" on the
reverse of this Note and then deliver this Note to the Bank at least 30, but no
more than 45, days prior to the date of repurchase, but no later than 5:00 p.m.
New York City time on the last day for giving notice. All notices are
irrevocable.

               In the event of redemption or repurchase of this Note in part
only, a new Note or Notes of this series, having the same Stated Maturity,
optional redemption or repurchase provisions, Interest Rate and other terms and
provisions of this Note, in authorized denominations in an aggregate principal
amount equal to the unredeemed portion hereof will be issued in the name of the
holder hereof upon the surrender hereof.

[Remarketing provisions, if any, to be included here]

               The Notes will not be subject to conversion, amortization or any
sinking fund.

               As provided in the Indenture and subject to certain limitations
herein and therein set forth, the transfer of this Note may be registered on the
register of the Notes, upon surrender of this Note for registration of transfer
at the Bank, or at such other agencies as may be designated pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee or the Bank duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

               The Notes are issuable only as registered Notes without coupons
in denominations of $1,000 or any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture, and subject to certain
limitations herein and therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized denominations having the
same Interest Rate, Stated Maturity, optional redemption or repurchase
provisions, if any, and Original Issue Date, as requested by the Securityholder
surrendering the same.

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

               The Company, the Trustee, the Bank, the Security registrar and
any agent of the Company, the Trustee, the Bank, or the Security registrar may
treat the Securityholder in whose name


                                       14
<Page>


this Note is registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note is overdue, and neither the Company, the Trustee, the Bank, the
Security registrar nor any such agent shall be affected by notice to the
contrary.

               If an Event of Default (as defined in the Indenture) with respect
to the Notes shall occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect provided in the
Indenture.

               The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities of
any series under the Indenture at any time by the Company with the consent of
the holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time outstanding to be affected (voting as one class). The
Indenture also permits the Company and the Trustee to enter into supplemental
indentures without the consent of the holders of Securities of any series for
certain purposes specified in the Indenture, including the making of such other
provisions in regard to matters arising under the Indenture which shall not
adversely affect the interest of the holders of such Securities. The Indenture
also contains provisions permitting the holders of specified percentages in
aggregate principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Note shall be conclusive and binding
upon such holder and upon all future holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.

               The Indenture provides that no holder of any Security of any
series may enforce any remedy with respect to such series under the Indenture
except in the case of refusal or neglect of the Trustee to act after notice of a
continuing Event of Default and after written request by the holders of not less
than 25% in aggregate principal amount of the outstanding Securities of such
series and the offer to the Trustee of reasonable indemnity; provided, however,
that such provision shall not prevent the holder hereof from enforcing payment
of the principal of or interest on this Note.

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

               No recourse shall be had for the payment of the principal of or
the interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against


                                       15
<Page>


any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

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







                                       16
<Page>


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:


Assignee's Social Security or Tax I. D. Number:  ________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

              (Print or Type Assignee's Name, Address and Zip Code)

the within Note of the Company and hereby does irrevocably constitute and
appoint

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


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

                              Signature of Assignor
             (Sign exactly as name appears on the face of the Note)


                             Dated: _______________


                                       17
<Page>


                      [HOLDER'S OPTION TO ELECT REPURCHASE]
                    [IN THE CASE OF CERTIFICATED NOTES ONLY]

The undersigned hereby irrevocably requests and instructs the Company to
repurchase the within or attached Note (or portion thereof specified below)
pursuant to its terms at a price equal to ___ % of the principal amount thereof,
together with accrued interest, if any, to the repurchase date, to the
undersigned, at


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print or type name, address and phone number of the undersigned)

For the within or attached Note to be repurchased on the repurchase date, the
Bank must receive at least 30, but not more than 45, days prior to the date of
repurchase, but no later than 5:00 p.m. New York City time on the last day for
giving notice, (i) this Note with the "Option to Elect Repayment" form duly
completed or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth the name, address and telephone number of the
holder of such Note, the principal amount of such Note, the amount of the Note
to be repurchased, a statement that the option to elect repayment is being made
thereby and a guarantee that the Note to be repaid with the form entitled
"Option to Elect Repurchase" on the reverse of such Note duly completed will be
received by the Bank not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter, and such Note and form are
received by the Bank by such fifth Business Day.

If less than the entire principal amount of the within or attached Note is to be
repurchased, specify the portion to be repurchased: $ ______________ and specify
the denomination or denominations of the Note or Notes to be issued to the
holder for the portion of the Note not being repurchased (in the absence of
specific instruction, one such Note will be issued): $ _____________.

NOTICE: The signature to this Option to Elect Repayment must correspond with the
names as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever.


                            -------------------------
                               Signature of Holder
             (Sign exactly as name appears on the face of the Note)


                             Dated: _______________


                                       18