<PAGE>
 
                                                                  EXHIBIT 4(mm)

                              ENSERCH CORPORATION

                             OFFICER'S CERTIFICATE


     Robert S. Shapard, the Treasurer of ENSERCH Corporation (the "Company"),
pursuant to the authority granted in the Board Resolutions of the Company dated
December 17, 1997, and Sections 201 and 301 of the Indenture defined herein,
does hereby certify to The Bank of New York (the "Trustee"), as Trustee under
the Indenture of the Company (For Unsecured Debt Securities) dated as of January
1, 1998 (the "Indenture") that:

 
1.   The securities of the second series to be issued under the Indenture shall
     be designated "Remarketed Reset Notes due January 1, 2008" (the "Securities
     of the Second Series"). All capitalized terms used in this certificate
     which are not defined herein but are defined in Exhibit A hereto shall have
     the meanings set forth in Exhibit A; all capitalized terms used in this
     certificate which are not defined herein or in Exhibit A hereto but are
     defined in the Indenture shall have the meanings set forth in the
     Indenture;

     2.   The Securities of the Second Series shall be limited in aggregate
          principal amount to $125,000,000 at any time Outstanding, except as
          contemplated in Section 301(b) of the Indenture;

     3.   The Securities of the Second Series shall mature and the principal
          shall be due and payable together with all accrued and unpaid interest
          thereon on January 1, 2008;

     4.   The Securities of the Second Series shall bear interest as provided in
          the form of Security of the Second Series attached hereto as Exhibit
          A. Upon each Duration/Mode Determination Date, the mode, duration,
          Commencement Date, Interest Payment Dates, and other relevant terms
          for the next Subsequent Spread Period shall be determined as described
          in the form of Security of the Second Series attached hereto as
          Exhibit A.

                 Pursuant to the Remarketing Agreement, Merrill Lynch, Pierce,
          Fenner & Smith Incorporated has agreed to act as Remarketing Agent.
          The Company, in its sole discretion, will appoint a Rate Agent and may
          change the Remarketing Agent and the Rate Agent for any Subsequent
          Spread Period at any time on or prior to 3:00 p.m., New York City
          time, on the Duration/Mode Determination Date relating thereto. The
          Company will


                                     - 1 -
<PAGE>
 
          deliver to the Trustee a notice of such appointment or change on or
          before the next Commencement Date after such appointment or change.

                 The Company shall deliver to the Trustee on or before any
          Commencement Date for Securities of the Second Series a notice stating
          the duration, redemption dates, redemption type, redemption prices (if
          applicable), the next Commencement Date, Interest Payment Date or
          Dates, interest rate mode, Spread, interest rate or rates and any
          other relevant terms for the applicable Subsequent Spread Period. The
          Trustee shall be under no duty to inquire into, may presume the
          correctness of, and shall be fully protected in acting upon the
          Company's notice with respect to such Subsequent Spread Period for the
          Securities of the Second Series.

     5.   Each installment of interest on a Security of the Second Series shall
          be payable to the Person in whose name such Security of the Second
          Series is registered at the close of business on the 15th day of the
          calendar month next preceding the corresponding Interest Payment Date
          (the "Regular Record Date") for the Securities of the Second Series.
          Any installment of interest on the Securities of the Second Series not
          punctually paid or duly provided for shall forthwith cease to be
          payable to the Holders of such Securities of the Second Series on such
          Regular Record Date, and may be paid to the Persons in whose name the
          Securities of the Second Series are registered at the close of
          business on a Special Record Date to be fixed by the Trustee for the
          payment of such Defaulted Interest. Notice of such Defaulted Interest
          and Special Record Date shall be given to the Holders of the
          Securities of the Second Series not less than 10 days prior to such
          Special Record Date, or may be paid at any time in any other lawful
          manner not inconsistent with the requirements of any securities
          exchange on which the Securities of the Second Series may be listed,
          and upon such notice as may be required by such exchange, all as more
          fully provided in the Indenture;

     6.   The principal and each installment of interest on the Securities of
          the Second Series shall be payable at, and registration and
          registration of transfers and exchanges in respect of the Securities
          of the Second Series may be effected at, the office or agency of the
          Company in The City of New York; provided that payment of interest may
          be made at the option of the Company by check mailed to the address of
          the persons entitled thereto. Notices and demands to or upon the
          Company in respect of the Securities of the Second Series may be
          served at the office or agency of the Company in The City of New York.
          The Corporate Trust Office of the Trustee will initially be the agency
          of the Company for such payment, registration and registration of
          transfers and exchanges and service of notices and demands and the
          Company hereby appoints the Trustee as its agent for all such
          purposes; provided, however, that the Company reserves the right to
          change, by one or more Officer's



                                     - 2 -
<PAGE>
 
          Certificates, any such office or agency and such agent. The Trustee
          will be the Security Registrar and the Paying Agent for the Securities
          of the Second Series;

     7.   The Securities of the Second Series may not be redeemed except as
          contemplated in the form of the Security of the Second Series attached
          hereto as Exhibit A.

          Unless the Company defaults in payment of the Redemption Price, on and
          after the Redemption Date interest will cease to accrue on the
          Securities of the Second Series or portions thereof called for
          redemption.

          With respect to any Make-Whole Redemption, the Company shall deliver
          to the Trustee before any Redemption Date for Securities of the Second
          Series its calculation of the Redemption Price applicable to such
          redemption. Except with respect to the obligations of the Trustee
          expressly set forth in the definitions of "Comparable Treasury
          Price"in Exhibit A hereto, the Trustee shall be under no duty to
          inquire into, may presume the correctness of, and shall be fully
          protected in acting upon the Company's calculation of any Redemption
          Price of the Securities of the Second Series.

          In lieu of stating the Redemption Price for a Make-Whole Redemption,
          notices of redemption of Securities of the Second Series shall state
          substantially the following: "The Redemption Price of the Securities
          of the Second Series to be redeemed shall equal the greater of (i)
          100% of the principal amount of such Securities of the Second Series,
          and (ii) the sum of the present values of the remaining scheduled
          payments of principal and interest thereon from the Redemption Date to
          the end of the applicable Subsequent Spread Period, computed by
          discounting such payments, in each case, to the Redemption Date on a
          semiannual basis (assuming a 360-day year consisting of twelve 30-day
          months) at the Treasury Yield (as defined in the Indenture) plus the
          Reinvestment Spread (as defined in the Indenture)."

          Except as provided herein, Article Four of the Indenture shall apply
          to redemptions of Securities of the Second Series.

     8.   The Securities of the Second Series will be originally issued in
          global form payable to Cede & Co. and will, unless and until the
          Securities of the Second Series are exchanged in whole or in part for
          certificated Securities of the Second Series registered in the names
          of various beneficial holders thereof (in accordance with the
          conditions set forth in the legend appearing in the form of the
          Securities of the Second Series, attached hereto as Exhibit A),
          contain restrictions on transfer, substantially as described in such
          form;


                                     - 3 -
<PAGE>
 
     9.   No service charge shall be made for the registration of transfer or
          exchange of the Securities of the Second Series; provided, however,
          that the Company may require payment of a sum sufficient to cover any
          tax or other governmental charge that may be imposed in connection
          with the exchange or transfer;

     10.  If the Company shall make any deposit of money and/or Eligible
          Obligations with respect to any Securities of the Second Series, or
          any portion of the principal amount thereof, as contemplated by
          Section 701 of the Indenture, the Company shall not deliver an
          Officer's Certificate described in clause (z) in the first paragraph
          of said Section 701 unless the Company shall also deliver to the
          Trustee, together with such Officer's Certificate, either:

                 (A)  an instrument wherein the Company, notwithstanding the
          satisfaction and discharge of its indebtedness in respect of the
          Securities of the Second Series, shall assume the obligation (which
          shall be absolute and unconditional) to irrevocably deposit with the
          Trustee or Paying Agent such additional sums of money, if any, or
          additional Eligible Obligations (meeting the requirements of Section
          701), if any, or any combination thereof, at such time or times, as
          shall be necessary, together with the money and/or Eligible
          Obligations theretofore so deposited, to pay when due the principal of
          and premium, if any, and interest due and to become due on such
          Securities of the Second Series or portions thereof, all in accordance
          with and subject to the provisions of said Section 701; provided,
          however, that such instrument may state that the obligation of the
          Company to make additional deposits as aforesaid shall be subject to
          the delivery to the Company by the Trustee of a notice asserting the
          deficiency accompanied by an opinion of an independent public
          accountant of nationally recognized standing, selected by the Trustee,
          showing the calculation thereof; or

                 (B)  an Opinion of Counsel to the effect that, as a result of a
          change in law occurring after the date of this certificate, the
          Holders of such Securities of the Second Series, or portions of the
          principal amount thereof, will not recognize income, gain or loss for
          United States federal income tax purposes as a result of the
          satisfaction and discharge of the Company's indebtedness in respect
          thereof and will be subject to United States federal income tax on the
          same amounts, at the same times and in the same manner as if such
          satisfaction and discharge had not been effected.

     11.  The Securities of the Second Series shall have such other terms and
          provisions as are provided in the form set forth in Exhibit A hereto,
          and shall be issued in substantially such form;


                                     - 4 -
<PAGE>
 
     12.  The undersigned has read all of the covenants and conditions contained
          in the Indenture relating to the issuance of the Securities of the
          Second Series and the definitions in the Indenture relating thereto
          and in respect of which this certificate is made;

     13.  The statements contained in this certificate are based upon the
          familiarity of the undersigned with the Indenture, the documents
          accompanying this certificate, and upon discussions by the undersigned
          with officers and employees of the Company familiar with the matters
          set forth herein;

     14.  In the opinion of the undersigned, he has made such examination or
          investigation as is necessary to enable him to express an informed
          opinion whether or not such covenants and conditions have been
          complied with; and

     15.  In the opinion of the undersigned, such conditions and covenants and
          conditions precedent, if any (including any covenants compliance with
          which constitutes a condition precedent) to the authentication and
          delivery of the Securities of the Second Series requested in the
          accompanying Company Order have been complied with.



                                     - 5 -
<PAGE>
 
         IN WITNESS WHEREOF, I have executed this Officer's Certificate this
30th day of January, 1998.



                                                 /s/ Robert S. Shapard 
                                              --------------------------------
                                                     Robert S. Shapard
                                                         Treasurer

                                                    

                                     - 6 -
<PAGE>
 
No._______________
Cusip No. [293567 AX 1]

                                                                       EXHIBIT A

               [FORM OF FACE OF SECURITIES OF THE SECOND SERIES]



                 [(SEE LEGEND AT THE END OF THIS SECURITY FOR
             RESTRICTIONS ON TRANSFERABILITY AND CHANGE OF FORM)]

                              ENSERCH CORPORATION

                  REMARKETED RESET NOTES DUE JANUARY 1, 2008

     ENSERCH CORPORATION, a corporation duly organized and existing under
the laws of the State of Texas (herein referred to as the "Company", which term
includes any successor Person under the Indenture), for value received, hereby
promises to pay to [Cede & Co.] or registered assigns, the principal sum of
____________________________________________________________________________
Dollars on January 1, 2008 (the Maturity Date), and to pay interest on said
principal sum, on April 1, 1998 (the first Interest Payment Date), at the rate
of 5.82% per annum (computed on the basis of the actual number of days elapsed
over a 360-day year) until April 1, 1998 (the first Commencement Date), and
thereafter as provided on the reverse hereof until the principal hereof is paid
or made available for payment. Interest on the Securities of this series will
accrue from January 30, 1998 to but excluding the first Interest Payment Date
(the "Initial Interest Period" and the "Initial Spread Period"), and thereafter
will accrue from and including the last Interest Payment Date to which interest
has been paid or duly provided for. Each installment of interest on a Security
of the Second Series shall be payable to the Person in whose name such Security
of the Second Series is registered at the close of business on the 15th day of
the calendar month next preceding the corresponding Interest Payment Date (the
"Regular Record Date") for the Securities of the Second Series. Any interest not
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on the Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) 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 on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture referred to on the reverse hereof.

     Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, the State of New York 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, provided, however, that, at the option of
the Company, interest on this Security may be paid by check mailed to the
address of the person entitled thereto, as such address shall appear on the
Security Register.



<PAGE>
 
     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 referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

                                         ENSERCH CORPORATION


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

ATTEST:


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


                    [FORM OF CERTIFICATE OF AUTHENTICATION]

                         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



                                     - 2 -
<PAGE>
 
              [FORM OF REVERSE OF SECURITY OF THE SECOND SERIES]


     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of January 1, 1998 (herein, together with
any amendments thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of
New York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed with
the Trustee on January 30, 1998 creating the series designated on the face
hereof, for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $125,000,000.

     Upon each Duration/Mode Determination Date (as defined below), the mode and
other terms for the next Subsequent Spread Period (as defined below) shall be
determined as described below.

     (A) FLOATING RATE MODE:

     If the Securities of the Second Series are in Floating Rate Mode, then the
     following shall apply:

          During the Floating Rate Mode, interest on the Securities of the
     Second Series for each Subsequent Spread Period will be payable either
     monthly, quarterly, or semi-annually, as specified by the Company on each
     Duration/Mode Determination Date. Unless otherwise specified on each
     Duration/Mode Determination Date in connection with Securities of the
     Second Series in the Floating Rate Mode, interest will be payable, in
     arrears, in the case of Securities of the Second Series which pay (i)
     monthly, on the first day of each month; (ii) quarterly, on the first day
     of each January, April, July and October; and (iii) semi-annually, on the
     first day of each January and July. During any Subsequent Spread Period
     during which the Securities of the Second Series are in the Floating Rate
     Mode, the interest rate on the Securities of the Second Series will be
     reset either monthly, quarterly or semi-annually in the case of any
     Subsequent Spread Period, and the Securities of the Second Series will bear
     interest at a per annum rate (computed on the basis of the actual number of
     days elapsed over a 360-day year) equal to LIBOR (as defined below) for the
     applicable Interest Period (as defined below), plus the applicable Spread.
     Interest on the Securities of the Second Series will accrue from and
     including each Interest Payment Date to but excluding the next succeeding
     Interest Payment Date or maturity date, as the case may be. The first day
     of an Interest Period is referred to herein as an "Interest Reset Date."

          If any Interest Payment Date (other than at maturity), Redemption Date
     or Interest Reset Date in the Floating Rate Mode would otherwise be a day
     that is not a Business Day, such Interest Payment Date, Redemption Date or
     Interest Reset Date will be postponed to the next succeeding day that is a
     Business Day.


                                     - 3 -
<PAGE>
 
          LIBOR applicable for an Interest Period will be determined by the Rate
     Agent (as defined below) as of the second London Business Day (as defined
     below) preceding each Interest Reset Date (the "LIBOR Determination Date")
     in accordance with the following provisions:

                   (i) LIBOR will be determined on the basis of the offered rate
             for deposits in U.S. Dollars of the applicable Index Maturity
             commencing on the second London Business Day immediately following
             such LIBOR Determination Date, which appears on Telerate Page 3750
             (as defined below) as of approximately 11:00 a.m., London time, on
             such LIBOR Determination Date. "Telerate Page 3750" means the
             display designated on page "3750" on Dow Jones Markets Limited (or
             such other page as may replace the 3750 page on that service or
             such other service or services as may be nominated by the British
             Bankers' Association for the purpose of displaying London interbank
             offered rates for U.S. Dollar deposits). If no such offered rate
             appears on Telerate Page 3750, LIBOR for such LIBOR Determination
             Date will be determined in accordance with the provisions of
             paragraph (ii) below. The term "London Business Day" means any day
             on which dealings in deposits in U.S. Dollars are transacted in the
             London interbank market.
          
                   (ii) With respect to a LIBOR Determination Date on which no
             rate appears on Telerate Page 3750 as of approximately 11:00 a.m.,
             London time, on such LIBOR Determination Date, the Rate Agent shall
             request the principal London offices of each of four major
             reference banks in the London interbank market selected by the Rate
             Agent (after consultation with the Company) to provide the Rate
             Agent with a quotation of the rate at which deposits in U.S.
             Dollars of the applicable Index Maturity commencing on the second
             London Business Day immediately following such LIBOR Determination
             Date, are offered by it to prime banks in the London interbank
             market as of approximately 11:00 a.m., London time, on such LIBOR
             Determination Date and in a principal amount equal to an amount of
             not less than U.S. $1,000,000 that is representative for a single
             transaction in such market at such time. If at least two such
             quotations are provided, LIBOR for such LIBOR Determination Date
             will be the arithmetic mean of such quotations as calculated by the
             Rate Agent. If fewer than two quotations are provided, LIBOR for
             such LIBOR Determination Date will be the arithmetic mean of the
             rates quoted as of approximately 11:00 a.m., New York City time, on
             such LIBOR Determination Date by three major banks in The City of
             New York selected by the Rate Agent (after consultation with the
             Company) for loans in U.S. Dollars to leading European banks, of
             the applicable Index Maturity commencing on the second London
             Business Day immediately following such LIBOR Determination Date
             and in a principal amount equal to an amount of not less than U.S.
             $1,000,000 that is representative for a single transaction in such
             market at such time; provided, however, that if the banks selected
             as aforesaid by the Rate Agent are not quoting as mentioned in this
             sentence, LIBOR for such LIBOR Determination Date will be LIBOR
             determined with respect to the immediately preceding LIBOR
             Determination Date.


                                     - 4 -
<PAGE>
 
                   The Index Maturity applicable to Securities of the Second
             Series in the Floating Rate Mode will be, in the case of Securities
             of the Second Series paying (i) monthly, one month; (ii) quarterly,
             three months; and (iii) semi-annually, six months.

             (B) FIXED RATE MODE:

             If the Securities of the Second Series are, or are to be, in Fixed
             Rate Mode, then the following shall apply:

                   If the Securities of the Second Series are to be reset to the
             Fixed Rate Mode, as agreed to by the Company and the Remarketing
             Agent on a Duration/Mode Determination Date, then the applicable
             Fixed Rate for the corresponding Subsequent Spread Period will be
             determined on the Business Day following the Fixed Rate Spread
             Determination Date (the "Fixed Rate Determination Date"), in
             accordance with the following provisions: the Fixed Rate will be a
             per annum rate and will be determined by 2:00 p.m. New York City
             time on such Fixed Rate Determination Date by adding the applicable
             Spread (as agreed to by the Company and the Remarketing Agent on
             the preceding Fixed Rate Spread Determination Date) to 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 applicable United States Treasury security, selected by the
             Rate Agent or its agent after consultation with the Remarketing
             Agent, as having a maturity comparable to the duration selected for
             the following Subsequent Spread Period, which would be used in
             accordance with customary financial practice in pricing new issues
             of corporate debt securities of comparable maturity to the duration
             selected for the following Subsequent Spread Period.

                   Interest in the Fixed Rate Mode will be computed on the basis
             of a 360-day year of twelve 30-day months. Such interest will be
             payable semi-annually in arrears on the Interest Payment Dates
             (January 1 and July 1, unless otherwise specified by the Company
             and the Remarketing Agent on the applicable Duration/Mode
             Determination Date) at the applicable Fixed Rate, as determined by
             the Company and the Remarketing Agent on the Fixed Rate
             Determination Date, beginning on the Commencement Date and for the
             duration of the relevant Subsequent Spread Period. Interest on the
             Securities of the Second Series will accrue from and including each
             Interest Payment Date to but excluding the next succeeding Interest
             Payment Date or maturity date, as the case may be.

                   If any Interest Payment Date or any Redemption Date in the
             Fixed Rate Mode falls on a day that is not a Business Day, (in
             either case, other than any Interest Payment Date or Redemption
             Date that falls on a date that would have been a Commencement Date
             but for the postponement of such Commencement Date to the next
             Business Day, in which case such date will be postponed to the next
             day that is a Business Day), the related payment of principal and
             interest will be made on the next succeeding Business Day as if it
             were made on the date such payment was due, and no interest will
             accrue on the amounts so payable for the period from and after such
             dates.


                                     - 5 -
<PAGE>
 
             (C) ADDITIONAL TERMS OF THE SECURITIES OF THE SECOND SERIES:

             The following shall apply to Securities of the Second Series in
             Floating Rate Mode or Fixed Rate Mode:

                   "Subsequent Spread Period" shall mean a period of at least
             approximately six months and not extending beyond the Maturity
             Date, designated by the Company; provided that the first Subsequent
             Spread Period may be a period of approximately three months or the
             sum of three months plus any integral multiple of six months ending
             on or before the maturity date. Each Subsequent Spread Period shall
             commence on January 1 or July 1 (or as otherwise specified by the
             Company and the Remarketing Agent on the applicable Duration/Mode
             Determination Date in connection with the establishment of each
             Subsequent Spread Period), as applicable, and shall end on the
             calendar day immediately preceding the next Subsequent Spread
             Period or January 1, 2008.

                   "Commencement Date" shall mean the first day of a Subsequent
             Spread Period.

                   "Interest Period" shall mean for any Subsequent Spread
             Period, the period from and including the most recent Interest
             Payment Date on which interest has been paid to but excluding the
             next Interest Payment Date.

                   The term "Remarketing Agent" means the nationally recognized
             broker-dealer selected by the Company to act as Remarketing Agent.

                   The term "Rate Agent" means the entity selected by the
             Company as its agent to determine (i) LIBOR and the interest rate
             on the Securities of the Second Series for any Interest Period
             and/or (ii) the yield to maturity on the applicable United States
             Treasury security that is used in connection with the determination
             of the applicable Fixed Rate, and the ensuing applicable Fixed
             Rate.

                   "Tender Date" shall mean the date immediately following the
             end of the Initial Spread Period or a Subsequent Spread Period.

                   If any Commencement Date or Tender Date would otherwise be a
             day that is not a Business Day, such Commencement Date or Tender
             Date will be postponed to the next succeeding day that is a
             Business Day.

                   The Spread that will be applicable during each Subsequent
             Spread Period will be the percentage (a) recommended by the
             Remarketing Agent pursuant to the Remarketing Agreement between the
             Company and the Remarketing Agent, as the same may be amended or
             supplemented, (the "Remarketing Agreement") and (b) agreed to by
             the Company. The interest rate mode during each Subsequent Spread
             Period shall be either the Floating Rate Mode or the Fixed Rate
             Mode, as determined by the Company and the Remarketing Agent.

                   If the Maturity Date for the Securities of the Second Series
             falls on a day that is not a Business Day, the related payment of
             principal and interest will be made on the next 


                                     - 6 -
<PAGE>
 
             succeeding Business Day as if it were made on the date such payment
             was due, and no interest will accrue on the amounts so payable for
             the period from and after such dates.

                   Unless notice of redemption of the Securities of the Second
             Series as a whole has been given, the duration, redemption dates,
             redemption type (i.e., par, premium or make-whole, including in the
             case of make-whole, Reinvestment Spread), redemption prices (if
             applicable), Commencement Date, Interest Payment Dates and interest
             rate mode (i.e., Fixed Rate Mode or Floating Rate Mode) (and any
             other relevant terms) for each Subsequent Spread Period will be
             established by 3:00 p.m., New York City time, on the tenth Business
             Day prior to the Commencement Date of each Subsequent Spread Period
             (the "Duration/Mode Determination Date").

                   In addition, the Spread for each Subsequent Spread Period
             will be established by 3:00 p.m., New York City time, on the eighth
             Business Day prior to the Commencement Date of such Subsequent
             Spread Period for which Securities of the Second Series will be in
             the Floating Rate Mode (the "Floating Rate Spread Determination
             Date") or by 12:00 p.m. New York City time on the third Business
             Day prior to the Commencement Date of such Subsequent Spread Period
             for which Securities of the Second Series will be in the Fixed Rate
             Mode (the "Fixed Rate Spread Determination Date").

                   So long as all of the Securities of the Second Series are
             held by The Depositary Trust Company ("DTC") in global form, the
             Company will request not later than seven nor more than 15 calendar
             days prior to any Duration/Mode Determination Date, that DTC notify
             its Participants of such Duration/Mode Determination Date and of
             the procedures that must be followed if any beneficial owner of a
             Security of the Second Series wishes to tender such owner's
             interest in such Security of the Second Series. In the event that
             DTC or its nominee is no longer the holder of record of the
             Securities of the Second Series, the Company will notify the
             registered holders of the Securities of the Second Series of such
             information within such period of time. This will be the only
             notice given by the Company or the Remarketing Agent with respect
             to such Duration/Mode Determination Date and procedures for
             tendering Securities of the Second Series or beneficial interests
             therein.

                   The term "Business Day" means any day other than a Saturday
             or Sunday or a day on which banking institutions in The City of New
             York are required or authorized to close and, in the case of
             Securities of the Second Series in the Floating Rate Mode, that is
             also a London Business Day.

                   In the event that the Company and the Remarketing Agent do
             not agree on the Spread for any Subsequent Spread Period, then the
             Company is required unconditionally to repurchase and retire all of
             the Securities of the Second Series on the Tender Date at a price
             equal to 100% of the principal amount thereof, together with
             accrued interest to the Tender Date.

                   All percentages resulting from any calculation of any
             interest rate for the Securities of the Second Series will be
             rounded, if necessary, to the nearest one hundred thousandth of a
             percentage point, with five one millionths of a percentage point
             


                                     - 7 -
<PAGE>
 
             rounded upward and all dollar amounts will be rounded to the
             nearest cent, with one-half cent being rounded upward.

                   The beneficial owners of the Securities of the Second Series
             are entitled to tender their beneficial interests in the Securities
             of the Second Series on any Tender Date as provided in the
             Remarketing Agreement as in effect on January 30, 1998. In the
             event that the Remarketing Agent is unable to remarket some or all
             of the tendered beneficial interests in the Securities of the
             Second Series and chooses not to purchase such tendered beneficial
             interests as provided in the Remarketing Agreement, the Company
             shall be obligated unconditionally to purchase and retire on the
             applicable Tender Date the remaining unsold tendered beneficial
             interests in the Securities of the Second Series at a price equal
             to 100% of the principal amount, plus accrued interest, to the
             applicable Tender Date.

             REDEMPTION PROVISIONS

                   The Securities of the Second Series may not be redeemed prior
             to April 1, 1998. On that date, on each Commencement Date and on
             those Interest Payment Dates specified as redemption dates by the
             Company on the Duration/Mode Determination Date in connection with
             any Subsequent Spread Period, the Securities of the Second Series
             may be redeemed, at the option of the Company, in whole or in part,
             upon notice thereof given at any time during the 30-calendar-day
             period ending on the tenth Business Day prior to the Redemption
             Date (provided that notice of any partial redemption must be given
             at least 15 calendar days prior to the Redemption Date), in
             accordance with the redemption type selected on the Duration/Mode
             Determination Date. In the event that less than all of the
             outstanding Securities of the Second Series are to be redeemed, the
             Securities of the Second Series to be redeemed shall be selected by
             such method as the Trustee shall deem fair and appropriate. So long
             as the Securities of the Second Series are held by DTC in global
             form, the Company will give notice to DTC, whose nominee is the
             record holder of all of the Securities of the Second Series, and
             DTC will determine the principal amount to be redeemed from the
             account of each Participant. This will be the only notice given by
             the Company or the Remarketing Agent with respect to redemption of
             the Securities of the Second Series. A Participant may determine to
             redeem from some beneficial owners (which may include a Participant
             holding Securities of the Second Series for its own account)
             without redeeming from the accounts of other beneficial owners.

                   The redemption type to be chosen by the Company and the
             Remarketing Agent on the Duration/Mode Determination Date may be
             one of the following as defined herein: (i) Par Redemption; (ii)
             Premium Redemption; or (iii) Make-Whole Redemption. "Par
             Redemption" means redemption at a Redemption Price equal to 100% of
             the principal amount thereof, plus accrued interest thereon, if
             any, to the Redemption Date. "Premium Redemption" means redemption
             at a Redemption Price greater than 100% of the principal amount
             thereof, plus accrued interest thereon, if any, to the Redemption
             Date, as determined on the Duration/Mode Determination Date. "Make-
             Whole Redemption" means redemption at a Redemption Price, plus
             accrued interest thereon, if any, to the Redemption Date, equal to
             the Make-Whole Amount (as defined below), if any, with respect to
             such Securities of the Second Series. Unless otherwise specified by



                                     - 8 -
<PAGE>
 
             the Company on any Duration/Mode Determination Date, the redemption
             type will be a Par Redemption.

                   "Make-Whole Amount" means, in connection with any optional
             redemption or accelerated payment of any Security of the Second
             Series, an amount equal to the greater of (i) 100% of the principal
             amount and (ii) the sum of the present values of the remaining
             scheduled payments of principal and interest thereon from the
             Redemption Date to the end of the applicable Subsequent Spread
             Period, computed by discounting such payments, in each case, to the
             Redemption Date on a semiannual basis (assuming a 360-day year
             consisting of twelve 30-day months) at the applicable Treasury
             Yield plus the Reinvestment Spread, plus accrued interest on the
             principal amount thereof, if any, to the Redemption Date.

                   "Treasury Yield" means, with respect to any Redemption Date
             applicable to the Securities of the Second Series, the rate per
             annum equal to the semi-annual equivalent yield to maturity of the
             Comparable Treasury Issue, assuming a price for the Comparable
             Treasury Issue (expressed as a percentage of its principal amount)
             equal to the applicable Comparable Treasury Price for such
             Redemption Date.

                   "Comparable Treasury Issue" means, with respect to the
             Securities of the Second Series, the United States Treasury
             security selected by the Remarketing Agent as having a maturity
             comparable to the remaining term of the Securities of the Second
             Series 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 the Second Series.

                   "Comparable Treasury Price" means, with respect to any
             Redemption Date applicable to the Securities of the Second Series,
             (i) the average of the applicable Reference Treasury Dealer
             Quotations for such Redemption Date, after excluding the highest
             and lowest of such applicable 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 Quotations" means, with respect to each
             Reference Treasury Dealer and any Redemption Date for the
             Securities of the Second Series, the average, as determined by the
             Trustee, of the bid and asked prices for the Comparable Treasury
             Issue for the Securities of the Second Series (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. on the
             third Business Day preceding such Redemption Date.

                   "Reference Treasury Dealer" means, with respect to the
             Securities of the Second Series offered hereby, at least four
             primary U.S. Government securities dealers in New York City as the
             Company or the Trustee shall select, which may include the
             Remarketing Agent or an affiliate thereof.

                   "Reinvestment Spread" means, with respect to the Securities
             of the Second Series, a number, expressed as a number of basis
             points or as a percentage, selected by the Company and agreed to by
             the Remarketing Agent on the Duration/Mode Determination Date.


                                     - 9 -
<PAGE>
 
                   The Indenture contains provisions for defeasance at any time
             of the entire indebtedness of this Security upon compliance with
             certain conditions set forth in the Indenture, including the
             Officer's Certificate described above.

                   If an Event of Default with respect to 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 and with the effect provided in the Indenture.

                   The Indenture permits, with certain exceptions as therein
             provided, the amendment thereof and the modification of the rights
             and obligations of the Company and the rights of the Holders of the
             Securities of each series to be affected under the Indenture at any
             time by the Company and the Trustee with the consent of the Holders
             of a majority in principal amount of the Securities at the time
             Outstanding of all series to be affected. The Indenture contains
             provisions permitting the Holders of a majority in aggregate
             principal amount of the Securities of all series then Outstanding
             to waive compliance by the Company with certain restrictive
             provisions of the Indenture. The Indenture also contains provisions
             permitting the Holders of specified percentages in principal amount
             of the Securities of each series at the time Outstanding, on behalf
             of the Holders of all Securities of such series, to waive certain
             past defaults under the Indenture and their consequences. 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 herefor or in lieu hereof,
             whether or not notation of such consent or waiver is made upon this
             Security.

                   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 a majority
             in aggregate principal amount of the Securities of all series at
             the time Outstanding in respect of which an Event of Default shall
             have occurred and be continuing 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 aggregate principal amount of Securities of all series
             at the time Outstanding in respect of which an Event of Default
             shall have occurred and be continuing 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.

                   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 any premium and interest on this Security at the
             times, place and rate, and in the coin or currency, herein
             prescribed.

                   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 subject to
             certain limitations therein set forth, Securities of this series
             are exchangeable for a like aggregate principal amount of
             Securities of this series and of like tenor and of authorized
             denominations, as requested by the Holder surrendering the same.

                                    - 10 -
<PAGE>
 
                   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.

                  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 absolute 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.

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



                                    - 11 -
<PAGE>
 
                                    LEGEND

     Unless and until this Security is exchanged in whole or in part for
certificated Securities registered in the names of the various beneficial
holders hereof as then certified to the Trustee by The Depository Trust Company
(55 Water Street, New York, New York) or its successor (the "Depositary"), this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

     Unless this certificate is presented by an authorized representative of the
Depositary to the Company or its agent for registration of transfer, exchange or
payment, and any certificate to be issued is registered in the name of Cede &
Co., or such other name as requested by an authorized representative of the
Depositary and any amount payable thereunder is made payable to Cede & Co., or
such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.

     This Security may be exchanged for certificated Securities registered in
the names of the various beneficial owners hereof if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners. Any such exchange
shall be made upon receipt by the Trustee of a Company Order therefor and
certificated Securities of this series shall be registered in such names and in
such denominations as shall be certified to the Company and the Trustee by the
Depositary.