<PAGE>

                                                                     Exhibit 4.6

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                          CENTRAL MAINE POWER COMPANY

                                      and

                             THE BANK OF NEW YORK,

                                                As Trustee

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


                          FIFTH SUPPLEMENTAL INDENTURE

                           Dated as of [            ]

                          Supplementing the Indenture

                           Dated as of August 1, 1989

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

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<PAGE>

            THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of [ ] is between
CENTRAL MAINE POWER COMPANY, a Maine corporation (hereinafter called the
"Issuer" or the "Company"), having its principal office at 83 Edison Drive,
Augusta, Maine 04336, and THE BANK OF NEW YORK, a New York banking corporation,
as Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office
at 101 Barclay Street, Floor 21 West, New York, New York 10286; Att: Corporate
Trust Administration.

                             RECITALS OF THE ISSUER

            The Issuer and the Trustee have heretofore entered into an
Indenture, dated as of August 1, 1989, as supplemented by the First Supplemental
Indenture, dated as of August 7, 1989, the Second Supplemental Indenture, dated
as of January 10, 1992, the Third Supplemental Indenture, dated as of December
15, 1994 and the Fourth Supplemental Indenture dated as of February 26, 1998
(such Indenture, as heretofore supplemented and as supplemented by this
supplemental indenture being hereinafter referred to as the "Indenture"),
relating to the issuance at any time or from time to time of its Securities on
terms to be specified at the time of issuance. As of ________, $_________ in
aggregate principal amount of Medium-Term Notes, Series A have been issued under
the Indenture, of which $__________ in aggregate principal amount is
outstanding, $_____________ in aggregate principal amount of Medium-Term Notes,
Series B have been issued under the Indenture of which $_____________ in
aggregate principal amount is outstanding, $_____________ in aggregate principal
amount of Medium-Term Notes, Series C have been issued under the Indenture of
which $_____________ in aggregate principal amount is outstanding and $________
in aggregate principal amount of Medium Term Notes, Series D have been issued
under the Indenture, of which $___________ in aggregate principal amount is
outstanding. Terms used and not otherwise defined herein shall (unless the
context otherwise clearly requires) have the respective meanings given to them
in the Indenture.

            The Indenture provides in Article Three thereof that, prior to the
issuance of Securities of any series, the form of such Securities and the terms
applicable to such series shall be established in, or pursuant to, the authority
granted in a resolution of the Board of Directors (delivered to the Trustee in
the form of a Board Resolution) or established in one or more indentures
supplemental thereto. The Issuer desires by this supplemental indenture to
establish the form of the Securities of a series, to be titled "Medium-Term
Notes, Series E" of the Issuer, and to establish the terms applicable to such
series, pursuant to Sections 3.1 and 10.1(e) of the Indenture. The Issuer has
duly authorized the execution and delivery of this supplemental indenture.

            Article Ten of the Indenture provides that the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
thereto for certain purposes enumerated in Section 10.1 thereof, including the
establishment of the form or terms of

<PAGE>

any Securities as permitted by Section 3.1 thereof.

            The execution and delivery of this supplemental indenture by the
parties hereto are in all respects authorized by the provisions of the
Indenture.

            All things necessary have been done to make this supplemental
indenture a valid agreement of the Issuer, in accordance with its terms.

            NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE

WITNESSETH:

            For and in consideration of the premises, it is mutually covenanted
and agreed, as follows:

                                  ARTICLE ONE

                  ESTABLISHMENT OF MEDIUM-TERM NOTES, SERIES E

            Section 1.01. The title of the series of the Securities established
by this supplemental indenture shall be "Medium-Term Notes, Series E" of the
Issuer (hereinafter called the "Series E Notes"). The Series E Notes shall be
substantially in the form set forth in Exhibit A hereto (which is hereby
incorporated herein and made a part hereof), subject to changes in the form
thereof made by the Issuer and acceptable to the Trustee.

            Section 1.02. The Series E Notes shall be limited to $500,000,000 in
aggregate principal amount at any time Outstanding, determined in accordance
with the definition of "Outstanding" in Section 1.1 (including the final
paragraph thereof) of the Indenture.

            Section 1.03. The Series E Notes may be issued in whole or in part
as one or more Global Securities and The Depository Trust Company, or a nominee
thereof, shall be the Depository for such Global Security or Global Securities,
except in each case as otherwise provided in an Issuer Order with respect to any
Series E Notes. The Depository for such Global Security or Global Securities
representing Series E Notes may surrender one or more Global Securities
representing Series E Notes in exchange in whole or in part for individual
Series E Notes on such terms as are acceptable to the Issuer and such Depository
and otherwise subject to the terms of Section 2.4 of the Indenture.

            Section 1.04. The Issuer hereby appoints, or confirms the
appointment of, The Bank of New York as the initial Trustee, Securities
Registrar and Paying Agent,


                                      -3-
<PAGE>

subject to the provisions of the Indenture with respect to resignation, removal
and succession, and subject, further, to the right of the Issuer to appoint
additional agents (including Paying Agents). An Authenticating Agent may be
appointed for the Series E Notes under the circumstances set forth in, and
subject to the provisions of, the Indenture.

            Section 1.05. If the Trustee shall cease to be Securities Registrar
for the Series E Notes, the Issuer shall, upon the written request of the
Trustee, establish by an Officers' Certificate the applicable dates for the
purpose of clause (a) of Section 5.1 of the Indenture with respect to any Series
E Notes that do not bear interest.

            Section 1.06. The terms of the Series E Notes shall be as set forth
in Exhibit A hereto, and shall include the payment and other terms reflected on
the respective Series E Notes as actually executed, authenticated and delivered
under the Indenture. Without limiting the generality of the foregoing, specific
terms of particular Series E Notes (including any interest rate formulas not
specified in Exhibit A hereto, any redemption, sinking fund or other repayment
terms that differ from the provisions of Article Fourteen or Fifteen of the
Indenture and any terms for satisfaction and discharge of the Indenture that
differ from the provisions of Article Twelve of the Indenture) may be determined
in accordance with or pursuant to the Issuer Order with respect thereto, as
referred to in Section 3.3 of the Indenture.

                                  ARTICLE TWO

                                 MISCELLANEOUS

            Section 2.01. The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
of this supplemental indenture. The Indenture, as supplemented by this
supplemental indenture, is in all respects hereby adopted, ratified and
confirmed.

            Section 2.02.  This supplemental indenture may be
executed in any number of counterparts, and on separate counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.

            Section 2.03. If any provision of this supplemental indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, through operation of Section 318(c), such imposed
duties shall control.


                                      -4-
<PAGE>

            Section 2.04. The Article headings herein are for convenience only
and shall not affect the interpretation hereof.


                                      -5-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested (the date of this supplemental indenture
being the date of execution by the Trustee, as indicated in its Acknowledgment).

                                        CENTRAL MAINE POWER COMPANY


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

                                                         [Seal]

                                        Attest:


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

                                        THE BANK OF NEW YORK


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

                                                         [Seal]

                                        Attest:


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                      -6-
<PAGE>

STATE OF MAINE          )
                        )  ss.:
COUNTY OF KENNEBEC      )

            At Augusta, on this____ day of ________, 2000, before me, a
Notary Public in and for the County of Kennebec and State of Maine,
personally appeared _____________________ and __________________, the
__________________ and _________________, respectively, of Central Maine
Power Company, each to me personally known, who respectively executed, and
affixed and attested the corporate seal on, the foregoing instrument on
behalf of said corporation, and severally acknowledged the same to be their
free act and deed in their said capacities and the free act and deed of
Central Maine Power Company.

                                        NOTARIAL SEAL


                                        ----------------------------------------
                                        Notary Public

My Commission Expires:


STATE OF NEW YORK       )
                        )  ss.:
NEW YORK COUNTY         )

            At The City of New York, on this ____ day of _________,
2000, before me, a Notary Public in and for the County and State of New York,
personally appeared _____________________ and ___________________, a
___________________ and __________________, respectively, of The Bank of New
York, to me personally known, who respectively executed, and affixed and
attested the corporate seal on, the foregoing instrument on behalf of said
corporation, and severally acknowledged the same to be their free act and deed
in their said capacities and the free act and deed of The Bank of New York, as
Trustee.

                                        NOTARIAL SEAL


                                        ----------------------------------------
                                        Notary Public

My Commission Expires:


                                      -7-
<PAGE>

                                                                       Exhibit A

                             [FORM OF FACE OF NOTE]

Registered

No. E-                                                                Registered

CUSIP

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

                          CENTRAL MAINE POWER COMPANY

                           MEDIUM-TERM NOTE, SERIES E

            If applicable, the "Total Amount of OID", "Yield to Maturity" and
            "Initial Accrual Period OID" (computed under the designated method)
            below will be completed solely for the purposes of applying the
            Federal income tax original issue discount ("OID") rules.

      Floating Rate Note / /      ______% Fixed Rate Note / /

Original Issue Date:               Principal Amount:
Interest Accrual Date:             Issue Price:
Interest Payment Dates:
Maturity Date:
Redemption Date(s):                Redemption Price(s):
Repayment Date(s):                 Repayment Price(s):


                                      -8-
<PAGE>

Total Amount of OID:
Yield to Maturity:                 Optional Interest Rate Reset:
Initial Accrual                    Extendible:
Period OID:                        Final Maturity Date:
                                   Other Provisions:

                Only Applicable if this is a Floating Rate Note:

Initial Interest Rate:             Spread (plus or minus):
Index Maturity:                    Spread Multiplier:
Base Rate:                         Maximum Interest Rate:
Interest Reset Period:             Minimum Interest Rate:
Interest Reset Dates:
Interest Determination Dates:
Interest Payment Period:
Calculation Dates:

            Central Maine Power Company, a Maine corporation (the "Company",
which term includes any successor issuer under the Indenture hereinafter
referred to), for value received hereby promises to pay to _____________________
or registered assigns, the principal sum of ___________________ Dollars on the
"Maturity Date", as set forth above, and to pay interest hereon as described on
the reverse hereof.

            The principal of (and premium, if any) and interest on this Note are
payable by the Company in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts.

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

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

            IN WITNESS WHEREOF, CENTRAL MAINE POWER COMPANY has caused this
instrument to be signed in its corporate name by the signatures or facsimile
signatures of its President or a Vice President, and its Treasurer or an
Assistant Treasurer, and its corporate seal or a facsimile thereof to be hereon
impressed, engraved or imprinted and attested by such signature or facsimile
signature of its Secretary or an Assistant Secretary.


                                      -9-
<PAGE>

                                        CENTRAL MAINE POWER COMPANY

           (Seal)
                                        By:
                                            ------------------------------------

Attest:
        ---------------------------
               Secretary                By:
                                            ------------------------------------

Trustee's Certificate of
  Authentication

Dated:

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

THE BANK OF NEW YORK,
  as Trustee

By:
    -------------------------------
         Authorized Signatory


                                      -10-
<PAGE>

                           [FORM OF REVERSE OF NOTE]

                          CENTRAL MAINE POWER COMPANY

                           MEDIUM-TERM NOTE, SERIES E

            1. This Note is one of a duly authorized issue of unsecured debt
securities (hereinafter called the "Securities") of the Company of the series
hereinafter specified, all such Securities issued and to be issued under an
Indenture dated as of August 1, 1989 between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), as amended and supplemented by the First
Supplemental Indenture, dated as of August 7, 1989, the Second Supplemental
Indenture, dated as of January 10, 1992, the Third Supplemental Indenture, dated
as of December 15, 1994, the Fourth Supplemental Indenture, dated as of February
26, 1998, and the Fifth Supplemental Indenture dated as of [   ], and as further
amended and supplemented (herein called the "Indenture"), to which Indenture
reference is hereby made for a statement of the rights and limitations of rights
thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee and of the Company, and the terms upon
which the Securities are and are to be authenticated and delivered. As provided
in the Indenture, the Securities 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, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series designated on the face
hereof as Medium-Term Notes, Series E (the "Notes"), limited to $500,000,000 in
aggregate principal amount. The Notes of this series may be issued at various
times with different maturity dates and different principal repayment
provisions, may bear interest at different rates, and may otherwise vary, all as
provided in the Indenture.

            2.A. The record date (the "Regular Record Date") with respect to any
Interest Payment Date (as defined below) shall be the date fifteen calendar days
immediately preceding such Interest Payment Date, whether or not such date shall
be a Business Day (unless otherwise shown on the face hereof or as specified
below). Interest which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the person in whose name the Note
is registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date; provided, however, that the first payment
of interest on any Note with an Original Issue Date between a Regular Record
Date and the succeeding Interest


                                      -11-
<PAGE>

Payment Date will be made on the Interest Payment Date following the immediately
succeeding Regular Record Date to the registered owner on such immediately
succeeding Regular Record Date; and provided, further, that interest payable at
Maturity will be payable to the person to whom principal shall be payable.
"Maturity" means the date on which the principal amount hereof becomes due and
payable, whether at Stated Maturity or earlier by declaration of acceleration,
call for redemption or otherwise. Notwithstanding the foregoing, any interest
that is payable but not punctually paid or duly provided for on any Interest
Payment Date shall forthwith cease to be payable to the registered owner hereof
on such Regular Record Date, and may be paid to the person in whose name this
Note is registered on the close of business on a subsequent record date
established by notice given by mail, by or on behalf of the Company to such
Holder not less than fifteen days preceding such subsequent record date, such
record date to be not less than ten days preceding the date for payment of such
defaulted interest, or may be paid as more fully provided in the Indenture.
"Business Day" means any day, other than a Saturday or Sunday, that is (a) not a
day on which banking institutions are authorized or required by law or
regulation to be closed in The City of New York and (b) with respect to a LIBOR
Note, a London Banking Day. "London Banking Day" means any day on which dealings
in deposits in U.S. Dollars are transacted in the London interbank market. In
connection with any calculations, all percentages will be rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one- millionths of a percentage point being rounded upwards, and all dollar
amounts used in or resulting from such calculations on the Notes will be rounded
to the nearest one cent (with one-half cent being rounded upwards).

            B. If this is a Fixed Rate Note, the Company promises to pay
interest on the principal amount from its Original Issue Date at the rate per
annum stated on the face hereof until the principal amount hereof is paid or
made available for payment. Unless otherwise provided on the face hereof, the
Company will pay interest semi-annually each September 1 and March 1 (each an
"Interest Payment Date"), commencing (except as set forth above in the case of a
Note with an Original Issue Date between a Regular Record Date and an Interest
Payment Date) with the Interest Payment Date immediately following the Original
Issue Date and at Maturity. If any Interest Payment Date would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next day that is a Business Day, and no interest shall accrue by reason of
such delayed payment. Each payment of interest in respect of an Interest Payment
Date shall include interest accrued to but excluding such Interest Payment Date.
Interest on Fixed Rate Notes shall be computed on the basis of a 360-day year of
twelve 30-day months (unless otherwise shown on the face hereof or as specified
below).

            C. If this is a Floating Rate Note, the Company promises to pay
interest on the principal amount from its Original Issue Date at a rate or rates
determined in accordance with the provisions below under the headings
"Determination of CD Rate",


                                      -12-
<PAGE>

"Determination of Commercial Paper Rate", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate", or "Determination of
Treasury Rate", depending upon whether the Base Rate specified on the face
hereof is CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Prime Rate
or Treasury Rate, respectively, until the principal hereof is paid or duly made
available for payment.

            The rate of interest on each Floating Rate Note shall be reset on
the day or days specified on the face hereof (each an "Interest Reset Date") on
a daily, weekly, monthly, quarterly, semi-annual or annual basis (the "Interest
Reset Period") as specified on the face hereof. If any Interest Reset Date for
any Floating Rate Note is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, except, (i) if the Base Rate
is LIBOR and such Business Day is in the immediately succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day or (ii)
if the Base Rate is Treasury Rate and the Interest Reset Date falls on a date
which is an auction date (as described below), the Interest Reset Date shall be
the following day that is a Business Day.

            The Company will pay interest monthly, quarterly, semi-annually or
annually or otherwise, in each case as specified on the face hereof under
"Interest Payment Period" commencing with the first Interest Payment Date
specified on the face hereof immediately succeeding the Original Issue Date.
Unless otherwise specified on the face hereof, the date or dates on which
interest will be payable (each an "Interest Payment Date") will be, (i) in the
case of Floating Rate Notes with a daily, weekly or monthly Interest Reset
Period, on the third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year, as specified on the face hereof; (ii)
in the case of Floating Rate Notes with a quarterly Interest Reset Period, on
the third Wednesday of March, June, September and December of each year; (iii)
in the case of Floating Rate Notes with a semi-annual Interest Reset Period, on
the third Wednesday of each of the two months specified on the face hereof; and
(iv) in the case of Floating Rate Notes with an annual Interest Reset Period, on
the third Wednesday of one month of each year specified on the face hereof and,
in each case, at Maturity.

            If any Interest Payment Date other than at Maturity for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a Business Day, except
that in the case of a LIBOR Note, if such Business Day is in the immediately
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If Maturity for any Floating Rate Note falls on a day
that is not a Business Day, payment of principal, premium, if any, and interest
with respect to such Note will be made on the immediately succeeding Business
Day with the same force and effect as if made on the due date, and no additional
interest shall be payable as a result of such delayed payment.


                                      -13-
<PAGE>

            Unless otherwise indicated on the face hereof, interest payments on
each Interest Payment Date and at Maturity for Floating Rate Notes will include
accrued interest from and including the Original Issue Date or the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for, to but excluding the applicable Interest Payment Date or the date of
Maturity. Accrued interest will be calculated by multiplying the principal
amount of a Floating Rate Note by an accrued interest factor. This accrued
interest factor will be computed by adding the interest factor calculated for
each day in the period 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 will
be computed by dividing the interest rate (calculated as set forth below)
applicable to such day by 360 if the Base Rate is the CD Rate, Commercial Paper
Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual number of days
in the year, if the Base Rate is Treasury Rate, as indicated on the face hereof.
The interest rate in effect on each day will be (a) if such day is an Interest
Reset Date, the interest rate with respect to the Interest Determination Date
(as defined below) pertaining to such Interest Reset Date, or (b) if such day is
not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to the immediately preceding
Interest Reset Date, subject in either case to any Maximum or Minimum Interest
Rate limitation referred to on the face hereof and to any adjustment by a Spread
and/or a Spread Multiplier referred to on the face hereof; provided, however,
that the interest rate in effect for the period from and including the Original
Issue Date to but excluding the first Interest Reset Date will be the "Initial
Interest Rate" set forth on the face hereof. The interest rate hereon will in no
event be higher than the maximum rate permitted by applicable law.

            The interest rate for each Interest Reset Period for a Floating Rate
Note will be the rate determined by the Calculation Agent on the Calculation
Date (as defined below) pertaining to the Interest Determination Date pertaining
to the Interest Reset Date for such Interest Reset Period. Unless otherwise
specified on the face hereof, the "Interest Determination Date" pertaining to an
Interest Reset Date will be, if the Base Rate is the CD Rate, Commercial Paper
Rate, Federal Funds Rate or Prime Rate, the second Business Day immediately
preceding such Interest Reset Date. Unless otherwise specified on the face
hereof, the Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate is LIBOR, the second London Banking Day immediately
preceding such Interest Reset Date. Unless otherwise specified on the face
hereof, the Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate is Treasury Rate, the day of the week in which such
Interest Reset Date falls on which direct obligations of the United States
("Treasury bills") of the Index Maturity specified on the face hereof would
normally be auctioned. Treasury bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as the result of a legal holiday, an


                                      -14-
<PAGE>

auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date for any Note the Base
Rate for which is the Treasury Rate occurring in the immediately succeeding
week. If an auction falls on a day that is an Interest Reset Date for any Note
the Base Rate for which is the Treasury Rate, such Interest Reset Date will be
the first Business Day immediately following such auction date.

            Unless otherwise specified on the face hereof, the "Calculation
Date", where applicable, pertaining to an Interest Determination Date will be
the earlier of (i) the tenth calendar day after such Interest Determination Date
or if such day is not a Business Day, the immediately succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or
Maturity, as the case may be.

            Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading below.

            DETERMINATION OF CD RATE. If the Base Rate indicated on the face
hereof is the CD Rate, the interest rate shall equal the rate on each Interest
Determination Date specified on the face hereof for negotiable certificates of
deposit having the Index Maturity specified on the face hereof, as such rate is
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)" or, if such rate is not
so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate for such Interest
Determination Date will be the rate on such Interest Determination Date for
negotiable certificates of deposit of the specified Index Maturity as published
by the Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication of the Federal Reserve Bank of New York ("Composite Quotations")
under the heading "Certificates of Deposit". If such rate is not published in
either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, then the CD
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the specified Index Maturity in a denomination of
$5,000,000. In each of the above cases, the rate shall be adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof. If the dealers selected as


                                      -15-
<PAGE>

aforesaid by the Calculation Agent are not quoting as set forth above, the CD
Rate with respect to such Interest Determination Date will be the CD Rate in
effect immediately prior to such Interest Determination Date.

            DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate indicated
on the face hereof is the Commercial Paper Rate, the interest rate shall equal
the Money Market Yield (calculated as described below) of the rate on each
Interest Determination Date specified on the face hereof for commercial paper
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519), under the heading "Commercial Paper" or, if such rate is
not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Commercial Paper Rate for
such Interest Determination Date will be the Money Market Yield of the rate on
such Interest Determination Date for commercial paper having the specified Index
Maturity as published in Composite Quotations under the heading "Commercial
Paper". If such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the Commercial Paper Rate for such
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such 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 specified Index Maturity,
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency. In each of the above cases, the rate
shall be adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof. If the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as specified herein, the
Commercial Paper Rate with respect to such Interest Determination Date will be
the Commercial Paper Rate in effect immediately prior to such Interest
Determination Date.

            "Money Market Yield" means a yield (expressed as a percentage
rounded to the nearest 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 applicable 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 interest period for which interest is being calculated.

            DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate indicated on
the face hereof is the Federal Funds Rate, the interest rate shall equal the
rate on each Interest Determination Date specified on the face hereof for
Federal Funds as


                                      -16-
<PAGE>

published in H.15(519) under the heading "Federal Funds (Effective)" or, if such
rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Federal Funds Rate for
such Interest Determination Date will then be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/ Effective Rate". If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates, as of 9:00
A.M., New York City time, on such 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. In each of the above cases the rate shall be adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
If the brokers selected as aforesaid by the Calculation Agent are not quoting as
set forth above, the Federal Funds Rate with respect to such Interest
Determination Date will be the Federal Funds in effect immediately prior to such
Interest Determination Date.

            DETERMINATION OF LIBOR. If the Base Rate indicated on the face
hereof is LIBOR, the interest rate with respect to each Interest Determination
Date specified on the face hereof shall be determined in accordance with the
following provisions:

            (i) With respect to any such Interest Determination Date, LIBOR will
            be either: (a) if "LIBOR Reuters" is specified on the face hereof,
            the arithmetic mean of the offered rates (unless the specified
            designated LIBOR Page (as defined below) by its terms provides only
            for a single rate, in which case such single rate shall be used) for
            deposits in United States dollars having the Index Maturity
            designated on the face hereof, commencing on the second London
            Banking Day immediately following the Interest Determination Date,
            which appear on the Designated LIBOR Page specified on the face
            hereof as of 11:00 A.M., London time, on such Interest Determination
            Date, if at least two such offered rates appear (unless, as
            aforesaid, only a single rate is required) on such Designated LIBOR
            Page, or (b) if "LIBOR Telerate" is specified on the face hereof,
            the rate for deposits in United States dollars having the Index
            Maturity specified on the face hereof, commencing on the second
            London Banking Day immediately following such Interest Determination
            Date, which appears on the Designated LIBOR Page specified on the
            face hereof as of 11:00 A.M., London time, on that Interest
            Determination Date. Notwithstanding the foregoing, if fewer than two
            offered rates appear on the Designated LIBOR Page with respect to
            LIBOR Reuters (unless the specified Designated LIBOR Page with
            respect to LIBOR Reuters by its terms provides only for a single
            rate, in which case such single rate shall


                                      -17-
<PAGE>

            be used), or if no rate appears on the Designated LIBOR Page with
            respect to LIBOR Telerate, whichever may be applicable, LIBOR in
            respect of the related Interest Determination Date will be
            determined as if the rate described in clause (ii) below had been
            specified.

            (ii) With respect to any such Interest Determination Date on which
            fewer than two offered rates appear on the Designated LIBOR Page
            with respect to LIBOR Reuters (unless the Designated LIBOR Page by
            its terms provides only for a single rate, in which case such single
            rate shall be used), or if no rate appears on the Designated LIBOR
            page with respect to LIBOR Telerate, as the case may be, the
            Calculation Agent will request the principal London office of each
            of four major banks in the London interbank market selected by the
            Calculation Agent to provide the Calculation Agent with its offered
            rate quotation for deposits in United States dollars for the period
            of the Index Maturity specified on the face hereof, commencing on
            the second London Banking Day immediately following such Interest
            Determination Date, to prime banks in the London interbank market as
            of 11:00 A.M., London time, on such Interest Determination Date and
            in a principal amount that is representative for a single
            transaction in United States dollars in such market at such time. If
            at least two such quotations are provided, LIBOR determined on such
            Interest Determination Date will be the arithmetic mean of such
            quotations. If fewer than two quotations are provided, LIBOR
            determined on such Interest Determination Date will be the
            arithmetic mean of the rates quoted as of 11:00 A.M. in The City of
            New York, on such Interest Determination Date by three major banks
            in The City of New York selected by the Calculation Agent for loans
            in United States dollars to leading banks, having the Index Maturity
            specified on the face hereof in a principal amount that is
            representative for a single transaction in United States dollars in
            such market at such time.

In each of the above cases the rate shall be adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
If the banks selected as aforesaid by the Calculation Agent are not quoting as
set forth above, LIBOR determined on such Interest Determination Date will be
LIBOR in effect on such Interest Determination Date.

            "Designated LIBOR Page" means either (a) the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London interbank
rates of major banks for United States dollars (if "LIBOR Reuters" is designated
on the face hereof), or (b) the display on the Dow Jones Telerate Service for
the purpose of displaying the London interbank rates of major banks for United
States dollars (if "LIBOR Telerate" is designated on the face hereof). If
neither LIBOR Reuters nor


                                      -18-
<PAGE>

LIBOR Telerate is specified on the face hereof, LIBOR will be determined as if
LIBOR Telerate (page 3750) had been chosen.

            DETERMINATION OF PRIME RATE. If the Base Rate indicated on the face
hereof is the Prime Rate, the interest rate shall equal the rate on each
Interest Determination Date specified on the face hereof as published in
H.15(519) under the heading "Bank Prime Loan". If such rate is not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Prime Rate for such Interest Determination Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the rates of interest publicly announced by each bank named on the Reuters
Screen USPRIME 1 Page as such bank's prime rate or base lending rate as in
effect for such Interest Determination Date as quoted on the Reuters Screen
USPRIME 1 Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen USPRIME 1 Page for such Interest
Determination Date, the rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by at least two of
the three major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two quotations are provided as aforesaid, the
Prime Rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the prime rates quoted in
The City of New York on such date by the appropriate number of substitute banks
or trust companies organized and doing business under the laws of the United
States, or any State thereof, in each case having total equity capital of at
least U.S. $500 million and being subject to supervision or examination by a
Federal or state authority, selected by the Calculation Agent to quote such rate
or rates. In each of the above cases, the rate shall be adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.

            If the Prime Rate is not published in H.15(519) and the banks or
trust companies selected as aforesaid are not quoting as mentioned in the
preceding paragraph, the Prime Rate with respect to such Interest Determination
Date will be the Prime Rate in effect immediately prior to such Interest
Determination Date. "Reuters Screen USPRIME 1 Page" means the display designated
as page "USPRIME 1" on the Reuters Monitor Money Rate Service (or such other
page as may replace page USPRIME 1 on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).

            DETERMINATION OF TREASURY RATE. If the Base Rate indicated on the
face hereof is the Treasury Rate, the interest rate shall equal the rate on each
Interest Determination Date specified on the face hereof applicable to the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof, as such rate is set
forth in H.15(519) under the heading "Treasury Bills - auction average
(Investment)" or, if not so made available by 3:00


                                      -19-
<PAGE>

P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Treasury Rate for such Interest Determination Date will
be the auction average rate (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the specified
Index Maturity are not reported as provided above by 3:00 P.M., New York City
time, on such Calculation 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 the 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 selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to the
specified Index Maturity. In each of the above cases the rate shall be adjusted
by the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on the
face hereof. If the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this paragraph, the Treasury Rate with respect to
such Interest Determination Date shall be the Treasury Rate in effect
immediately prior to such date.

            Initially, The Bank of New York shall be the Calculation Agent. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing and will confirm in writing such calculation to the Trustee and
any Paying Agent immediately after each determination. Neither the Trustee nor
any Paying Agent shall be responsible for any such calculation. At the request
of the Holder hereof the Calculation Agent will provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the interest rate which
will become effective as of the next Interest Reset Date.

            INTEREST RATE RESET. If specified on the face hereof, the Company
has the option to reset the interest rate, in the case of a Fixed Rate Note, or
to reset the Spread and/or Spread Multiplier, in the case of a Floating Rate
Note, on the date or dates specified on the face hereof (each an "Optional Reset
Date") and on the basis or formula, if any, for such resetting specified on the
face hereof.

            The Company may exercise such option by notifying the Paying Agent
of such exercise at least 45 but not more than 60 days prior to an Optional
Reset Date for this Note. Not later than 40 days prior to such Optional Reset
Date, the Paying Agent will send to the Holder hereof a Notice (the "Reset
Notice"), by facsimile transmission, hand delivery or letter (first class,
postage prepaid), setting forth (i) the election of the Company to reset the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, (ii) such new interest rate or
such new Spread and/or Spread Multiplier, as the case may be, and (iii) the


                                      -20-
<PAGE>

provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or, if there is no such next Optional Reset
Date, to the Stated Maturity of the principal amount of this Note (each period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to an
Optional Reset Date for a Note, the Company may, at its option, revoke the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, in either case provided for in
the Reset Notice and establish a higher interest rate, in the case of a Fixed
Rate Note, or a new Spread and/or Spread Multiplier which results in a higher
interest rate, in the case of a Floating Rate Note, for the Subsequent Interest
Period commencing on such Optional Reset Date by causing the Paying Agent to
send by facsimile transmission, hand delivery or letter (first class, postage
prepaid) notice of such higher interest rate or new Spread and/or Spread
Multiplier, as the case may be, to the Holder. Such notice shall be irrevocable.
All Notes with respect to which the interest rate or Spread and/or Spread
Multiplier is reset on an Optional Reset Date will bear such higher interest
rate, in the case of a Fixed Rate Note, or new Spread and/or Spread Multiplier,
in the case of a Floating Rate Note.

            If the Company elects to reset the interest rate or the Spread
and/or Spread Multiplier on an Optional Reset Date, the Holder will have the
option to elect repayment by the Company on such Optional Reset Date at a price
equal to the principal amount thereof plus any accrued interest to such Optional
Reset Date. In order for a Note to be so repaid on an Optional Reset Date on
which the interest rate or the Spread and/or Spread Multiplier is reset, the
Holder must follow the procedures set forth in paragraph 5 below for optional
repayment, except that the period for delivery of such Note or notification to
the Paying Agent shall be at least 25 but not more than 35 days prior to such
Optional Reset Date and except that a Holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to the Paying Agent,
revoke any such tender for repayment until 5:00 p.m. New York City time on the
tenth day, whether or not a Business Day, prior to such Optional Reset Date.

            EXTENDIBLE NOTES. If specified on the face hereof, the Company has
the option to extend the Stated Maturity of this Note for one or more periods of
from one to five whole years (each an "Extension Period") up to but not beyond
the date of final maturity, which shall in no event be more than thirty years
from the Original Issue Date of this Note (the "Final Maturity Date"), and
Exhibit A hereto will set forth each applicable Extension Period, the Final
Maturity Date and any other terms and conditions applicable to such option.

            The Company may exercise such option by notifying the


                                      -21-
<PAGE>

Paying Agent of such exercise at least 45 but not more than 60 calendar days
prior to the Stated Maturity of this Note in effect prior to the exercise of
such option (the "Original Stated Maturity Date"). If the Company so notifies
the Paying Agent of such exercise, the Paying Agent will send, not later than 40
calendar days prior to the Original Stated Maturity Date, by facsimile
transmission, hand delivery or letter (first class, postage prepaid), to the
Holder hereof a notice (the "Extension Notice") relating to such Extension
Period, indicating (i) that the Company has elected to extend the Stated
Maturity of this Note, (ii) the new Stated Maturity, (iii) in the case of a
Fixed Rate Note, the interest rate applicable to the Extension Period or, in the
case of a Floating Rate Note, the Spread and/or Spread Multiplier applicable to
the Extension Period, and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the sending by the Paying Agent of an Extension
Notice to the Holder hereof, the Stated Maturity of this Note shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next two paragraphs, this Note will have the same terms as prior to the
sending of such Extension Notice.

            Notwithstanding the foregoing, not later than 20 calendar days prior
to the Original Stated Maturity Date of a Note, the Company may, at its option,
revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or
Spread Multiplier, in the case of a Floating Rate Note, provided for in the
Extension Notice and establish a higher interest rate, in the case of a Fixed
Rate Note, or a new Spread and/or Spread Multiplier which results in a higher
interest rate, in the case of a Floating Rate Note, for the Extension Period by
causing the Paying Agent to send by facsimile transmission, hand delivery or
letter (first class, postage prepaid) notice of such higher interest rate or new
Spread and/or Spread Multiplier, as the case may be, to the Holder of such Note.
Such notice shall be irrevocable. All Notes with respect to which the Stated
Maturity is extended will bear such higher interest rate, in the case of a Fixed
Rate Note, or new Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period, whether or not tendered for repayment as
provided in the next paragraph.

            If the Company elects to extend the Stated Maturity of a Note, the
Holder of such Note will have the option to elect repayment of such Note by the
Company on the Original Stated Maturity Date at a price equal to the principal
amount thereof plus any accrued and unpaid interest to such date. In order for
a Note to be so repaid on the Original Stated Maturity Date, the Holder must
follow the procedures set forth in paragraph 5 below


                                      -22-
<PAGE>

for optional repayment, except that the period for delivery of such Note or
notification to the Paying Agent shall be at least 25 but not more than 35
calendar days prior to the Original Stated Maturity Date. A Holder who has
tendered a Note for repayment following receipt of an Extension Notice may
revoke such tender for repayment by written notice to the Paying Agent received
prior to 5:00 P.M., New York City time, on the tenth day prior to the Original
Stated Maturity Date.

            COMBINATION OF PROVISIONS. If so specified on the face hereof, this
Note may be subject to all of the provisions, or any combination of the
provisions, described above under "Interest Rate Reset" and "Extendible Notes".

            3. Payments of interest (other than interest payable at Maturity)
will be made by mailing a check to the Holder at the address of the Holder
appearing on the Securities Register on the applicable Regular Record Date,
unless otherwise agreed to by the Company. The principal amount hereof and any
premium and the interest payable at Maturity will be paid at Maturity against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, or as otherwise
provided in the Indenture.

            4. If specified on the face hereof, this Note may be redeemed, as a
whole or from time to time in part, at the option of the Company, on not less
than 30 nor more than 60 days' prior notice given as provided in the Indenture,
on any Redemption Date(s) and at the related Redemption Price(s) (expressed as a
percentage of the principal amount hereof) set forth on the face hereof,
together with interest accrued and unpaid hereon to such Redemption Date. If no
such Redemption Date is set forth on the face hereof, this Note may not be so
redeemed prior to the Maturity Date specified on the face hereof. If fewer than
all the Outstanding Notes of like tenor and terms are to be redeemed, the
particular Notes to be redeemed shall be selected by the Trustee not more than
60 days prior to the Redemption Date from the Outstanding Notes of like tenor or
terms not previously called for redemption. Such selection shall be of principal
amounts in increments of $1,000 (provided that any remaining principal of any
Note shall be at least $1,000). Subject to the immediately preceding sentence,
such selection shall be made by any method as the Trustee deems fair and
appropriate. The notice of such redemption shall specify which Notes are to be
redeemed. In the event of redemption of this Note in part only, a new Note or
Notes of this series of like tenor or terms for the unredeemed portion hereof
will be issued to the Holder hereof upon the cancellation hereof.

            5. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and at the
related Repayment Price(s) (expressed as a percentage of the principal amount
hereof) indicated on the face hereof. If no such Repayment Date is set forth on
the face hereof, this Note may not be so repaid prior to the Maturity Date
specified on the face


                                      -23-
<PAGE>

hereof. On each Repayment Date, if any, this Note shall be repayable in whole or
in part at the option of the Holder hereof at the applicable Repayment Price set
forth on the face hereof, together with interest accrued and unpaid hereon to
such Repayment Date. In order for this Note to be repaid in whole or in part at
the option of the Holder hereof, the Paying Agent must receive not less than 30
but not more than 45 days prior to the Repayment Date (i) the Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a facsimile
transmission or a 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 of the Holder of
the Note, the principal amount of the Note, the certificate number of the Note
or a description of the Note's tenor or terms, the principal amount of the Note
to be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Note to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of the Note duly completed will be
received by such Paying Agent no later than five Business Days after the date of
such facsimile transmission or letter and such Note and form duly completed are
received by such Paying Agent by such fifth Business Day. Exercise of such
repayment option shall be irrevocable. Such option may be exercised by the
Holder for less than the entire principal amount provided that the principal
amount remaining outstanding after repayment is an authorized denomination.

            6. If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of all of the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture. If this is an
Original Issue Discount Note and the principal amount hereof is declared to be
due and payable, the amount of principal due and payable with respect to this
Note shall be limited to the Amortized Face Amount of this Note as of the date
of such declaration. If this Note is an Original Discount Note that does not
bear stated interest, the "Amortized Face Value" hereof shall be the sum of (i)
the aggregate principal amount of this Note multiplied by the Issue Price
(expressed as a percentage of the aggregate principal amount) indicated on the
face hereof plus (ii) the portion of the difference between the dollar amount
determined pursuant to the preceding clause (i) and the principal amount of this
Note that has accrued at the Yield to Maturity set forth on the face hereof
(computed in accordance with generally accepted financial practices in effect on
the date of declaration) to such date of declaration, but in no event shall the
Amortized Face Amount of this Note exceed the principal amount hereof. An
Original Issue Discount Note is a Note, including any Zero-Coupon Note, that has
a stated redemption price at its Maturity Date that exceeds its Issue Price by
at least 0.25% of its principal amount, multiplied by the number of full years
from the Original Issue Date to the Maturity Date for such Note and any other
Note designated by the Company as issued with original issue discount for United
States federal income tax purposes.

            7. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company


                                      -24-
<PAGE>

and the rights of the Holders of the Securities under the Indenture at any time
by the Company with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of all series to be
affected thereby (voting as one class). The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities of
any series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and past defaults under the Indenture and their consequences with
respect to such series. In the case of any such waiver, the Holder of this Note
shall be restored to his former position and rights hereunder, such default
shall cease to exist and be deemed to have been cured and not to have occurred,
and any related Event of Default shall be deemed to have been cured, and not to
have occurred for every purpose of the Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

            8. No reference herein to the Indenture and no provision of this
Note or of the Indenture shall affect or impair the obligation of the Company,
which is unconditional and absolute, to pay the principal of and premium, if
any, and interest on this Note at the places, at the times, at the rates, in the
amounts and in the coin or currency as prescribed herein and in the Indenture.

            9. Notes will be issued in denominations of $1,000 and integral
multiples thereof.

            10. As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company to be maintained for that purpose in The City of New
York. Every Note presented for registration of transfer shall (if so required by
the Company or the Securities Registrar) be duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed, by the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor and
terms of authorized denominations and for the same aggregate principal amount
will be issued to the designated transferee or transferees.

            The Company shall not be required (i) to issue, register the
transfer of or exchange Notes to be redeemed for a period of fifteen days
preceding the date of the mailing of the notice of redemption, or (ii) to
register the transfer of or to exchange any such Note or portion thereof
selected for redemption, except the unredeemed portion of any such Note being
redeemed in part.

            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.
Prior to due presentment of a Note for registration of transfer, the Company,
the Trustee and any


                                      -25-
<PAGE>

agent of the Company or the Trustee may treat the person in whose name a Note is
registered as the owner hereof for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

            11. Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meaning assigned to them in
the Indenture.

            12. The Indenture and this Note shall for all purposes be governed
by, and construed in accordance with, the laws of the State of Maine, and for
all purposes this Indenture shall be construed in accordance with the laws of
said State, except that the rights and duties of the Trustee shall be governed
by the laws of the State of New York.


                                      -26-
<PAGE>

                                   ASSIGNMENT

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

-----------------------------------     ----------------------------------------
Please insert social security           Please print or typewrite
or other identifying number             name and address of assignee
of assignee

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

--------------------------------------------------------------------------------
the within Note of Central Maine Power Company and does hereby irrevocably
constitute and appoint ______________________________ attorney to transfer the
said Note on the books of the within-mentioned Company, with full power of
substitution in the premises.

Dated:
       ------------------               ----------------------------------------
                                        Notice:  The signature on this
                                        assignment must correspond with the name
                                        as written upon the face of the Note in
                                        every particular without alteration or
                                        enlargement or any change whatsoever.


                                      -27-
<PAGE>

                           OPTION TO ELECT REPAYMENT*

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

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

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

Dated:
       ------------------               ----------------------------------------
                                                      Signature

*     NOTE: This option is NOT available to a holder unless this Note contains
      an express provision granting to the holder hereof an option to elect
      repayment.


                                      -28-