<PAGE>


                                                                     Exhibit 4.1

                         TEXAS EASTERN TRANSMISSION, LP

                                       TO

                               JPMORGAN CHASE BANK

                                     Trustee

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

                          Third Supplemental Indenture

                            Dated as of July 2, 2002

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

                                to the Indenture

                          Dated as of December 1, 2000

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


                    $300,000,000 5.25% Senior Notes due 2007

                    $450,000,000 7.00% Senior Notes due 2032



<PAGE>
                              Table of Contents/1/
                                                                            Page

                                    ARTICLE 1
                           5.25% SENIOR NOTES DUE 2007

SECTION 1.01   Establishment                                                 1
SECTION 1.02   Definitions                                                   2
SECTION 1.03   Payment of Principal and Interest                             2
SECTION 1.04   Denominations                                                 3
SECTION 1.05   Global Securities                                             3
SECTION 1.06   Redemption at the Option of TETLP                             3
SECTION 1.07   Paying Agent                                                  5

                                    ARTICLE 2
                           7.00% SENIOR NOTES DUE 2032

SECTION 2.01   Establishment                                                 5
SECTION 2.02   Definitions                                                   5
SECTION 2.03   Payment of Principal and Interest                             6
SECTION 2.04   Denominations                                                 7
SECTION 2.05   Global Securities                                             7
SECTION 2.06   Redemption at the Option of TETLP                             7
SECTION 2.07   Paying Agent                                                  9

                                    ARTICLE 3
                                  MISCELLANEOUS

SECTION 3.01   Recitals                                                      9
SECTION 3.02   Ratification and Incorporation of Original Indenture          9
SECTION 3.03   Executed in Counterparts                                      9

Exhibit A      Form of 5.25% Senior Note due 2007
Exhibit B      Certificate of Authentication of 5.25% Senior Note due 2007
Exhibit C      Form of 7.00% Senior Note due 2032
Exhibit D      Certificate of Authentication of 7.00% Senior Note due 2032

----------------
1    This Table of Contents does not constitute part of the Indenture or have
     any bearing upon the interpretation of any of its terms and provisions.

<PAGE>

     THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 2nd day of July 2002,
by and between TEXAS EASTERN TRANSMISSION, LP (successor to Texas Eastern
Transmission Corporation) ("TETLP"), a Delaware limited partnership, having its
principal office at 5400 Westheimer Court, Houston, Texas 77056, and JPMORGAN
CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking
corporation, as Trustee (herein called the "Trustee").

                              W I T N E S S E T H:

     WHEREAS, Texas Eastern Transmission Corporation has heretofore entered into
an Indenture, dated as of December 1, 2000 (the "Original Indenture"), with
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee;

     WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as amended and supplemented to the date hereof,
including by this Third Supplemental Indenture, is herein called the
"Indenture";

     WHEREAS, under the Indenture, new series of Securities may at any time be
established in accordance with the provisions of the Indenture and the terms of
such series may be described by a supplemental indenture executed by TETLP and
the Trustee;

     WHEREAS, TETLP hereby proposes to create under the Indenture two new series
of Securities;

     WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Indenture as at the time supplemented and
modified, may be issued from time to time pursuant to the Indenture as at the
time supplemented and modified; and

     WHEREAS, all conditions necessary to authorize the execution and delivery
of this Third Supplemental Indenture and to make it a valid and binding
obligation of TETLP have been done or performed.

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE 1

                           5.25% SENIOR NOTES DUE 2007

     SECTION 1.01 Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as TETLP's 5.25%
Senior Notes due 2007 (the "2007 Notes"). There are to be authenticated and
delivered $300,000,000 principal amount of 2007 Notes, and no further 2007 Notes
shall be authenticated and delivered except as provided by Section 304, 305,
306, 906, 1106 or the last paragraph of Section 301 of the Original Indenture.
The 2007 Notes shall be issued in fully registered form without coupons.

<PAGE>
                                                                               2

     The 2007 Notes shall be in substantially the form set out in Exhibit A
hereto, and the form of the Trustee's Certificate of Authentication for the 2007
Notes shall be in substantially the form set forth in Exhibit B hereto.

     Each 2007 Note shall be dated the date of authentication thereof and shall
bear interest from the date of original issuance thereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.

     SECTION 1.02 Definitions. The following defined terms used herein with
respect to the 2007 Notes, shall, unless the context otherwise requires, have
the meanings specified below. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Original
Indenture.

     "Interest Payment Dates" means each January 15 and July 15, commencing,
January 15, 2003.

     "Original Issue Date" means July 2, 2002.

     "Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th calendar day prior to such Interest Payment
Date (whether or not a Business Day).

     "Stated Maturity" means July15, 2007.

     SECTION 1.03 Payment of Principal and Interest. The principal of the 2007
Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid
principal amount of the 2007 Notes shall bear interest at the rate of 5.25% per
annum until paid or duly provided for, such interest will accrue from July 2,
2002, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for. Interest shall be paid semi-annually in arrears on
each Interest Payment Date to the Person or Persons in whose name the 2007 Notes
are registered on the Regular Record Date for such Interest Payment Date;
provided that interest payable at the Stated Maturity of principal or on a
Redemption Date as provided herein shall be paid to the Person to whom principal
is payable. Any such interest that is not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holders on such Regular Record
Date and may either be paid to the Person or Persons in whose name the 2007
Notes are registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee ("Special Record
Date"), notice whereof shall be given to Holders of the 2007 Notes not less than
ten (10) days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which the 2007 Notes may be listed, and upon such notice as
may be required by any such exchange, all as more fully provided in the Original
Indenture.

     Payments of interest on the 2007 Notes shall include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for the
2007 Notes shall be computed and paid 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 the
2007 Notes is not a Business Day, then payment of the interest payable on such
date shall be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay) with the same
force and effect as if made on the

<PAGE>

                                                                               3

date the payment was originally payable. "Business Day" means a day other than
(i) a Saturday or a Sunday, (ii) a day on which banking institutions in New
York, New York are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office is closed for
business.

     Payment of principal of, premium, if any, and interest on the 2007 Notes
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal of, premium, if any, and interest on 2007 Notes
represented by a Global Security shall be made by wire transfer of immediately
available funds to the Holder of such Global Security; provided that, in the
case of payments of principal and premium, if any, such Global Security is first
surrendered to the Paying Agent. If any of the 2007 Notes are no longer
represented by a Global Security, (i) payments of principal, premium, if any,
and interest due at the Stated Maturity or earlier redemption of such 2007 Notes
shall be made at the office of the Paying Agent upon surrender of such 2007
Notes to such Paying Agent and (ii) payments of interest shall be made, at the
option of TETLP, subject to such surrender where applicable, (A) by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register or (B) by wire transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Trustee at least sixteen (16) days prior to the date for payment by the
Person entitled thereto.

     SECTION 1.04 Denominations. The 2007 Notes shall be issued in denominations
of $1,000 or any integral multiple thereof.

     SECTION 1.05 Global Securities. The 2007 Notes shall initially be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, 2007 Notes
represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, 2007 Notes in
definitive form. The Global Securities described above may not be transferred
except 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 to a
successor Depositary or its nominee.

     A Global Security shall be exchangeable for 2007 Notes registered in the
names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies TETLP that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by TETLP within 90 days of receipt by TETLP of such notification, or
if at any time the Depositary ceases to be a clearing agency registered under
the Exchange Act at a time when the Depositary is required to be so registered
to act as such Depositary and no successor Depositary shall have been appointed
by TETLP within 90 days after it becomes aware of such cessation or (ii) TETLP
in its sole discretion determines that such Global Security shall be so
exchangeable. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for 2007 Notes registered in such names as the
Depositary shall direct.

     SECTION 1.06 Redemption at the Option of TETLP. The 2007 Notes shall be
redeemable, in whole or from time to time in part, at the option of TETLP on any
date (a


<PAGE>

                                                                               4

"Redemption Date"), at a Redemption Price equal to the greater of (i) 100% of
the principal amount of the 2007 Notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to
such Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in
either case, accrued and unpaid interest on the principal amount being redeemed
to such Redemption Date.

     "Treasury Rate" means, with respect to any Redemption Date for the 2007
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.l5(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Stated Maturity, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the 2007 Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the 2007 Notes.

     "Independent Investment Banker" means J.P. Morgan Securities Inc. or
Salomon Smith Barney Inc. or any successor firm or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with TETLP.

     "Comparable Treasury Price" means, with respect to any Redemption Date for
the 2007 Notes (i) the average of four Reference Treasure Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

     "Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.
and Salomon Smith Barney Inc. and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"),
TETLP will substitute therefor another Primary Treasury Dealer and (ii) up to
two other Primary Treasury Dealers selected by TETLP.

<PAGE>
                                                                               5

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     TETLP shall notify the Trustee of the Redemption Price with respect to the
foregoing redemption promptly after the calculation thereof. The Trustee shall
not be responsible for calculating said Redemption Price.

     If less than all of the 2007 Notes are to be redeemed, the Trustee shall
select the 2007 Notes or portions of 2007 Notes to be redeemed by such method as
the Trustee shall deem fair and appropriate. The Trustee may select for
redemption 2007 Notes and portions of 2007 Notes in amounts of whole multiples
of $1,000.

     The 2007 Notes shall not have a sinking fund.

     SECTION 1.07 Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the 2007 Notes, with the Place of Payment initially being
the Corporate Trust Office.

                                   ARTICLE 2

                           7.00% SENIOR NOTES DUE 2032

     SECTION 2.01 Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as TETLP's 7.00%
Senior Notes due 2032 (the "2032 Notes"). There are to be authenticated and
delivered $450,000,000 principal amount of 2032 Notes, and no further 2032 Notes
shall be authenticated and delivered except as provided by Section 304, 305,
306, 906, 1106 or the last paragraph of Section 301 of the Original Indenture.
The 2032 Notes shall be issued in fully registered form without coupons.

     The 2032 Notes shall be in substantially the form set out in Exhibit C
hereto, and the form of the Trustee's Certificate of Authentication for the 2032
Notes shall be in substantially the form set forth in Exhibit D hereto.

     Each 2032 Note shall be dated the date of authentication thereof and shall
bear interest from the date of original issuance thereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.

     SECTION 2.02 Definitions. The following defined terms used herein with
respect to the 2032 Notes, shall, unless the context otherwise requires, have
the meanings specified below. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Original
Indenture.

     "Interest Payment Dates" means each January 15 and July 15, commencing
January 15, 2003.

     "Original Issue Date" means July 2, 2002.

<PAGE>
                                                                               6

     "Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th calendar day prior to such Interest Payment
Date (whether or not a Business Day).

     "Stated Maturity" means July 15, 2032.

     SECTION 2.03 Payment of Principal and Interest. The principal of the 2032
Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid
principal amount of the 2032 Notes shall bear interest at the rate of 7.00% per
annum until paid or duly provided for, such interest will accrue from July 2,
2002, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for. Interest shall be paid semi-annually in arrears on
each Interest Payment Date to the Person or Persons in whose name the 2032 Notes
are registered on the Regular Record Date for such Interest Payment Date;
provided that interest payable at the Stated Maturity of principal or on a
Redemption Date as provided herein shall be paid to the Person to whom principal
is payable. Any such interest that is not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holders on such Regular Record
Date and may either be paid to the Person or Persons in whose name the 2032
Notes are registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee ("Special Record
Date"), notice whereof shall be given to Holders of the 2032 Notes not less than
ten (10) days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which the 2032 Notes may be listed, and upon such notice as
may be required by any such exchange, all as more fully provided in the Original
Indenture.

     Payments of interest on the 2032 Notes shall include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for the
2032 Notes shall be computed and paid 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 the
2032 Notes is not a Business Day, then payment of the interest payable on such
date shall be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay) with the same
force and effect as if made on the date the payment was originally payable.
"Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a day on
which banking institutions in New York, New York are authorized or obligated by
law or executive order to remain closed or (iii) a day on which the Corporate
Trust Office is closed for business.

     Payment of principal of, premium, if any, and interest on the 2032 Notes
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal of, premium, if any, and interest on 2032 Notes
represented by a Global Security shall be made by wire transfer of immediately
available funds to the Holder of such Global Security; provided that, in the
case of payments of principal and premium, if any, such Global Security is first
surrendered to the Paying Agent. If any of the 2032 Notes are no longer
represented by a Global Security, (i) payments of principal, premium, if any,
and interest due at the Stated Maturity or earlier redemption of such 2032 Notes
shall be made at the office of the Paying Agent upon surrender of such 2032
Notes to such Paying Agent and (ii) payments of interest shall be made, at the
option of TETLP , subject to such surrender where applicable, (A) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (B) by wire transfer at such place


<PAGE>

                                                                               7

and to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto.

     SECTION 2.04 Denominations. The 2032 Notes shall be issued in denominations
of $1,000 or any integral multiple thereof.

     SECTION 2.05 Global Securities. The 2032 Notes shall initially be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, 2032 Notes
represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, 2032 Notes in
definitive form. The Global Securities described above may not be transferred
except 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 to a
successor Depositary or its nominee.

     A Global Security shall be exchangeable for 2032 Notes registered in the
names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies TETLP that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by TETLP within 90 days of receipt by TETLP of such notification, or
if at any time the Depositary ceases to be a clearing agency registered under
the Exchange Act at a time when the Depositary is required to be so registered
to act as such Depositary and no successor Depositary shall have been appointed
by TETLP within 90 days after it becomes aware of such cessation or (ii) TETLP
in its sole discretion determines that such Global Security shall be so
exchangeable. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for 2032 Notes registered in such names as the
Depositary shall direct.

     SECTION 2.06 Redemption at the Option of TETLP. The 2032 Notes shall be
redeemable, in whole or from time to time in part, at the option of TETLP on any
date (a "Redemption Date"), at a Redemption Price equal to the greater of (i)
100% of the principal amount of the 2032 Notes to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to such Redemption Date)
discounted to such Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date.

     "Treasury Rate" means, with respect to any Redemption Date for the 2032
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.l5(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Stated Maturity, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated

<PAGE>

                                                                               8

or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Day preceding the Redemption
Date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the 2032 Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the 2032 Notes.

     "Independent Investment Banker" means J.P. Morgan Securities Inc. or
Salomon Smith Barney In. or any successor firm or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with TETLP.

     "Comparable Treasury Price" means, with respect to any Redemption Date for
the 2032 Notes (i) the average of four Reference Treasure Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

     "Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.
and Salomon Smith Barney Inc. and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"),
TETLP will substitute therefor another Primary Treasury Dealer and (ii) up to
two other Primary Treasury Dealers selected by TETLP.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     TETLP shall notify the Trustee of the Redemption Price with respect to the
foregoing redemption promptly after the calculation thereof. The Trustee shall
not be responsible for calculating said Redemption Price.

     If less than all of the 2032 Notes are to be redeemed, the Trustee shall
select the 2032 Notes or portions of 2032 Notes to be redeemed by such method as
the Trustee shall deem fair and appropriate. The Trustee may select for
redemption 2032 Notes and portions of 2032 Notes in amounts of whole multiples
of $1,000.

     The 2032 Notes shall not have a sinking fund.



<PAGE>
                                                                               9

     SECTION 2.07 Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the 2032 Notes, with the Place of Payment initially being
the Corporate Trust Office.

                                   ARTICLE 3

                                  MISCELLANEOUS

     SECTION 3.01 Recitals. The recitals in this Third Supplemental Indenture
are made by TETLP only and not by the Trustee, and all of the provisions
contained in the Original Indenture in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect of
the 2007 Notes, of the 2032 Notes and of this Third Supplemental Indenture as
fully and with like effect as if set forth herein in full.

     SECTION 3.02 Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Third Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

     SECTION 3.03 Executed in Counterparts. This Third Supplemental Indenture
may be executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.

<PAGE>
                                                                              10

     IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.

                     TEXAS EASTERN TRANSMISSION, LP

                     By:  Duke Energy Gas Transmission Services, LLC its General
                     Partner

                     By:      /s/ Dorothy M. Ables
                              -----------------------------------------
                     Name:    Dorothy M. Ables
                     Title:   Senior Vice President, Finance and
                              Administration and Chief Financial Officer

Attest:


       /s/ Beverly J. Fite
--------------------------
Name:  Beverly J. Fite
Title: Assistant Secretary

                      JPMORGAN CHASE BANK,
                         as Trustee

                      By:      /s/ Natalia Rodriguez
                      Name:    Natalia Rodriquez
                      Title:   Assistant Vice President

Attest:

       /s/ Nicholas Sberlati
--------------------------------
Name:  Nicholas Sberlati
Title: Trust Officer

<PAGE>

                                    EXHIBIT A

                       FORM OF 5.25% SENIOR NOTE DUE 2007

No.                                                        CUSIP No. 882389 CB 3

                         TEXAS EASTERN TRANSMISSION, LP
                           5.25% SENIOR NOTE DUE 2007

Principal Amount:          $

Regular Record Date:       Close of business on the 15th calendar day (whether
                           or not a Business Day) prior to the relevant
                           Interest Payment Date

Original Issue Date:       July 2, 2002

Stated Maturity:           July 15, 2007

Interest Payment Dates:    January 15 and July 15, commencing January 15, 2003

Interest Rate:             5.25% per annum

Authorized Denomination:   $1,000 or any integral multiple thereof

Texas Eastern Transmission, LP, a Delaware limited partnership (the "Company,"
which term includes any successor under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to                   , or
registered assigns, the principal sum of DOLLARS ($ ) on the Stated Maturity
shown above and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on each Interest Payment Date
as specified above, commencing on the Interest Payment Date next succeeding the
Original Issue Date shown above and on the Stated Maturity at the rate per annum
shown above (the "Interest Rate") until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this 5.25% Senior Note due 2007 (this
"Security") is registered on the Regular Record Date as specified above next
preceding such Interest Payment Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Securities of
this series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.

                                       A-1

<PAGE>

Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments on this
Security shall be computed and paid 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
Security is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay) with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.

Payments of principal of, premium, if any, and interest on the Securities of
this series shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal of, premium, if any, and interest on
Securities of this series represented by a Global Security shall be made by wire
transfer of immediately available funds to the Holder of such Global Security;
provided that, in the case of the payment of principal and premium, if any, such
Global Security is first surrendered to the Paying Agent. If any of the
Securities of this series are no longer represented by a Global Security,
payments of principal, premium, if any, and interest on such Securities shall be
made at the office of the Paying Agent maintained for such purpose; provided
that payments of interest may be made, at the option of the Company, (A) by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (B) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Trustee at least sixteen (16) days prior to the date for
payment by the Person entitled thereto.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

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

                                       A-2


<PAGE>

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

Dated:

                         TEXAS EASTERN TRANSMISSION, LP

                         By:   Duke Energy Gas Transmission Services, LLC,
                               as General Partner

                         By:
                            ----------------------------------------------------

Attest:

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


                          CERTIFICATE OF AUTHENTICATION

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

                         JPMORGAN CHASE BANK,
                         as Trustee

                         By:
                            ----------------------------------------------------


                                       A-3


<PAGE>

                           (Reverse Side of Security)

This Security is one of a duly authorized issue of Securities of the Company
(the "Securities"), issued and issuable in one or more series under an
Indenture, dated as of December 1, 2000 (the "Indenture"), between the Company
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(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, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities issued thereunder and of the terms upon which said Securities are,
and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 5.25% Senior Notes due 2007 initially limited
in the aggregate principal amount of up to $300,000,000. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Indenture.

The Securities of this series shall be redeemable, in whole or from time to time
in part, at the option of the Company on any date (a "Redemption Date"), at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities of this series to be redeemed and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest thereon (exclusive
of interest accrued to such Redemption Date) discounted to such Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued
and unpaid interest on the principal amount being redeemed to such Redemption
Date.

"Treasury Rate" means, with respect to any Redemption Date for the Securities of
this series, (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
most closely corresponding to the Comparable Treasury Issue shall be determined,
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security selected
by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.

"Independent Investment Banker" means J.P. Morgan Securities Inc. or Salomon
Smith Barney Inc. or any successor firm or, if such firm is unwilling or unable
to select the Comparable


                                       A-4

<PAGE>

Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any Redemption Date for the
Securities of this series, (i) the average of four Reference Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means, (i) each of J.P. Morgan Securities Inc. and
Salomon Smith Barney Inc. and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
will substitute therefor another Primary Treasury Dealer; and (ii) up to two
other Primary Treasury Dealers selected by the Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date. The Company
shall notify the Trustee of the Redemption Price promptly after the calculation
thereof and the Trustee shall not be responsible for such calculation.

Notice of any redemption by the Company shall be mailed at least 30 days but not
more than 60 days before any Redemption Date to each Holder of Securities of
this series to be redeemed. If less than all the Securities of this series are
to be redeemed at the option of the Company, the Trustee shall select, in such
manner as it shall deem fair and appropriate, the Securities of this series to
be redeemed in whole or in part. The Trustee may select for redemption
Securities of this series and portions of Securities of this series in amounts
of whole multiples of $1,000.

The Securities of this series shall not have a sinking fund.

If an Event of Default with respect to the Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions 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 all series affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected thereby (voting as one class). The
Indenture contains provisions permitting the Holders of not less than a majority
in principal amount of the Outstanding Securities of all series with respect to
which a default under the Indenture shall have occurred and be continuing
(voting as one class), on behalf of the Holders of the Securities of all such
series, to waive, with certain exceptions, such default under the Indenture and
its consequences. The Indenture also permits the Holders of not less than a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of

                                       A-5

<PAGE>

such series, to waive compliance by the Company with certain provisions of the
Indenture affecting such series. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and of like tenor and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

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

The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

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

The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and

                                       A-6

<PAGE>

subject to the limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same upon surrender of the Security or Securities to be exchanged at the
office or agency of the Company.

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

                                       A-7


<PAGE>

                                  ABBREVIATIONS

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

TEN COM-- as tenants in common         UNIF GIFT MIN ACT--       Custodian

                                                            ------       ------
                                                            (Cust)       (Minor)

TEN ENT-- as tenants by the entireties         under Uniform Gifts to Minors Act

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

JT TEN-- as joint tenants with rights of
         survivorship and not as tenants
         in common

Additional abbreviations may also be used though not on the above list.

--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto_______
(please insert Social Security or other identifying number of assignee)

--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
--------------------------------------------------------------------------------

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

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

Dated:__________________                          ______________________________

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

                                       A-8


<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

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

                                                  JPMorgan Chase Bank,
                                                       as Trustee



                                                  By:___________________________
                                                     Authorized Officer

                                      B-1


<PAGE>

                                    EXHIBIT C

                       FORM OF 7.00% SENIOR NOTE DUE 2032

No.                                                        CUSIP No. 882389 CC 1

                         TEXAS EASTERN TRANSMISSION, LP
                           7.00% SENIOR NOTE DUE 2032

Principal Amount:          $

Regular Record Date:       Close of business on the 15th calendar day (whether
                           or not a Business Day) prior to the relevant
                           Interest Payment Date

Original Issue Date:       July 2, 2002

Stated Maturity:           July 15, 2032

Interest Payment Dates:    January 15 and July 15, commencing January 15, 2003

Interest Rate:             7.00% per annum

Authorized Denomination:   $1,000 or any integral multiple thereof

Texas Eastern Transmission, LP, a Delaware limited partnership (the "Company,"
which term includes any successor under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to                        ,
or registered assigns, the principal sum of DOLLARS ($ ) on the Stated Maturity
shown above and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on each Interest Payment Date
as specified above, commencing on the Interest Payment Date next succeeding the
Original Issue Date shown above and on the Stated Maturity at the rate per annum
shown above (the "Interest Rate") until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this 7.00% Senior Note due 2032 (this
"Security") is registered on the Regular Record Date as specified above next
preceding such Interest Payment Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Securities of
this series shall be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Indenture.

                                       C-1



<PAGE>

Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments on this
Security shall be computed and paid 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
Security is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay) with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.

Payments of principal of, premium, if any, and interest on the Securities of
this series shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal of, premium, if any, and interest on
Securities of this series represented by a Global Security shall be made by wire
transfer of immediately available funds to the Holder of such Global Security;
provided that, in the case of the payment of principal and premium, if any, such
Global Security is first surrendered to the Paying Agent. If any of the
Securities of this series are no longer represented by a Global Security,
payments of principal, premium, if any, and interest on such Securities shall be
made at the office of the Paying Agent maintained for such purpose; provided
that payments of interest may be made, at the option of the Company, (A) by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (B) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Trustee at least sixteen (16) days prior to the date for
payment by the Person entitled thereto.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

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

                                      C-2

<PAGE>

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

Dated:

                        TEXAS EASTERN TRANSMISSION, LP

                        By:   Duke Energy Gas Transmission Services, LLC,
                              as General Partner

                        By:
                            ----------------------------------------------------

Attest:

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


                          CERTIFICATE OF AUTHENTICATION

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

                       JPMORGAN CHASE BANK,
                       as Trustee

                       By:
                          ------------------------------------------------------


                                       C-3


<PAGE>

                           (Reverse Side of Security)

This Security is one of a duly authorized issue of Securities of the Company
(the "Securities"), issued and issuable in one or more series under an
Indenture, dated as of December 1, 2000 (the "Indenture"), between the Company
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(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, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities issued thereunder and of the terms upon which said Securities are,
and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 7.00% Senior Notes due 2032 initially limited
in the aggregate principal amount of up to $450,000,000. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Indenture.

The Securities of this series shall be redeemable, in whole or from time to time
in part, at the option of the Company on any date (a "Redemption Date"), at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities of this series to be redeemed and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest thereon (exclusive
of interest accrued to such Redemption Date) discounted to such Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points, plus, in either case, accrued
and unpaid interest on the principal amount being redeemed to such Redemption
Date.

"Treasury Rate" means, with respect to any Redemption Date for the Securities of
this series, (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
most closely corresponding to the Comparable Treasury Issue shall be determined,
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security selected
by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.

"Independent Investment Banker" means J.P. Morgan Securities Inc. or Salomon
Smith Barney Inc. or any successor firm or, if such firm is unwilling or unable
to select the Comparable


                                      C-4

<PAGE>

Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any Redemption Date for the
Securities of this series, (i) the average of four Reference Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means, (i) each of J.P. Morgan Securities Inc. and
Salomon Smith Barney Inc. and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
will substitute therefor another Primary Treasury Dealer; and (ii) up to two
other Primary Treasury Dealers selected by the Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date. The Company
shall notify the Trustee of the Redemption Price promptly after the calculation
thereof and the Trustee shall not be responsible for such calculation.

Notice of any redemption by the Company shall be mailed at least 30 days but not
more than 60 days before any Redemption Date to each Holder of Securities of
this series to be redeemed. If less than all the Securities of this series are
to be redeemed at the option of the Company, the Trustee shall select, in such
manner as it shall deem fair and appropriate, the Securities of this series to
be redeemed in whole or in part. The Trustee may select for redemption
Securities of this series and portions of Securities of this series in amounts
of whole multiples of $1,000.

The Securities of this series shall not have a sinking fund.

If an Event of Default with respect to the Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions 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 all series affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected thereby (voting as one class). The
Indenture contains provisions permitting the Holders of not less than a majority
in principal amount of the Outstanding Securities of all series with respect to
which a default under the Indenture shall have occurred and be continuing
(voting as one class), on behalf of the Holders of the Securities of all such
series, to waive, with certain exceptions, such default under the Indenture and
its consequences. The Indenture also permits the Holders of not less than a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of

                                       C-5

<PAGE>

such series, to waive compliance by the Company with certain provisions of the
Indenture affecting such series. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and of like tenor and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

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

The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

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

The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and

                                      C-6

<PAGE>

subject to the limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same upon surrender of the Security or Securities to be exchanged at the
office or agency of the Company.

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

                                       C-7


<PAGE>

                                  ABBREVIATIONS

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

TEN COM-- as tenants in common        UNIF GIFT MIN ACT--          Custodian

                                                             ------      ------
                                                             (Cust)      (Minor)

TEN ENT-- as tenants by the entireties         under Uniform Gifts to Minors Act

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

JT TEN--  as joint tenants with rights of
          survivorship and not as tenants
          in common

Additional abbreviations may also be used though not on the above list.

--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto_______
(please insert Social Security or other identifying number of assignee)

--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
--------------------------------------------------------------------------------

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

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

Dated:___________________________            ___________________________________

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

                                      C-8


<PAGE>

                                    EXHIBIT D

                          CERTIFICATE OF AUTHENTICATION

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

                                           JPMorgan Chase Bank,
                                             as Trustee



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





                                       D-1