Exhibit 4.2


               [FORM OF FLOATING RATE MEDIUM-TERM NOTE, SERIES D]


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CAROLINA POWER &
LIGHT COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [LEGEND FOR GLOBAL
CERTIFICATES]
                         CAROLINA POWER & LIGHT COMPANY

                           Medium-Term Notes, Series D
                                 (Floating Rate)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
<S>                                      <C>                                 <C>
  BASE RATE:                         ORIGINAL ISSUE DATE:                MATURITY DATE:

-----------------------------------------------------------------------------------------------------
  INDEX MATURITY:                    INTEREST ACCRUAL                    INTEREST PAYMENT
                                     DATE:                               DATE(S):
-----------------------------------------------------------------------------------------------------
  SPREAD (PLUS OR MINUS):            INITIAL INTEREST RATE:              INTEREST PAYMENT PERIOD:

-----------------------------------------------------------------------------------------------------
  ALTERNATE RATE EVENT               INITIAL INTEREST RESET              INTEREST RESET PERIOD:
  SPREAD:                            DATE:
-----------------------------------------------------------------------------------------------------
  SPREAD MULTIPLIER:                 MAXIMUM INTEREST RATE:              INTEREST RESET DATE(S):

-----------------------------------------------------------------------------------------------------
  REPORTING SERVICE:                 MINIMUM INTEREST RATE:              CALCULATION AGENT:

-----------------------------------------------------------------------------------------------------
  INDEX CURRENCY:                    INITIAL REDEMPTION DATE:            SPECIFIED CURRENCY:

-----------------------------------------------------------------------------------------------------
  EXCHANGE RATE AGENT:               INITIAL REDEMPTION                  TOTAL AMOUNT OF OID:
                                     PERCENTAGE:
-----------------------------------------------------------------------------------------------------
  OTHER PROVISIONS:                  ANNUAL REDEMPTION                   ORIGINAL YIELD TO
                                     PERCENTAGE REDUCTION:               MATURITY:
-----------------------------------------------------------------------------------------------------
                                     OPTIONAL REPAYMENT                  INITIAL ACCRUAL PERIOD OID:
                                     DATE(S):
-----------------------------------------------------------------------------------------------------
                                                                         DESIGNATED CMT TELERATE
                                                                         PAGE:
-----------------------------------------------------------------------------------------------------
                                                                         DESIGNATED CMT MATURITY
                                                                         INDEX:
=====================================================================================================
</TABLE>

No. ___                                                            $____________
                                                              CUSIP No. ________
<PAGE>

         Carolina Power & Light Company, a corporation duly organized and
existing under the laws of the State of North Carolina (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of ________________________
($______________) on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date), and to pay interest thereon from
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in accordance
with the provisions specified on the reverse hereof until the principal hereof
is paid or duly made available for payment. The Company will pay interest in
arrears monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Regular Record Date, as defined below, and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Interest Accrual Date to the registered Holder of
this Note on the Regular Record Date with respect to such second Interest
Payment Date.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the date 15 calendar days prior to such Interest
Payment Date (whether or not a Business Day) (each such date a "Regular Record
Date"); except that interest due upon maturity, redemption or repayment will be
paid upon surrender of this Note to the Person to whom the principal of this
Note is payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) 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 Notes 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 Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

         Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption date or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or agency
of the Company maintained for that purpose in The City of New York. Payments of
interest, other than interest due at maturity or on any redemption date or
repayment date, will be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Note Register; provided,
however, that if the registered Holder of this Note is a holder of U.S.
$10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date, such Holder will be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not less
than 15 calendar days prior to the applicable Interest Payment Date.

         In the event that any Interest Payment Date, Redemption Date or Stated
Maturity is not a Business Day at any Place of Payment, then payment of interest
or principal and premium, if any, need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to such Business Day; provided,
however, that if the Base Rate specified on the face hereof is EURIBOR or LIBOR,
if the next

                                       2
<PAGE>

succeeding Business Day would fall in the next calendar month, then payment
shall be made on the immediately preceding Business Day. The provisions of this
paragraph will apply in lieu of the provisions of Section 113 of the Indenture.

         If this Note is denominated in a Specified Currency other than U.S.
dollars, and the Holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of interest,
principal or any premium with regard to this Note will be made by wire transfer
of immediately available funds to an account maintained by the Holder hereof
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Regular (or Special) Record Date and, with respect to payments of principal or
any premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided, however, that if
payment of interest, principal or any premium with regard to this Note is
payable in euro, the account must be a euro account in a country for which the
euro is the lawful currency; provided, further, that if such wire transfer
instructions are not received, such payments will be made by check payable in
such Specified Currency mailed to the address of the person entitled thereto as
such address shall appear in the Note Register; and provided, further, that
payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made upon surrender of
this Note at the office or agency referred to in the preceding paragraph.

         If so indicated on the face hereof, the Holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Regular (or Special) Record Date or at least ten
Business Days prior to the Maturity Date or any redemption or repayment date, as
the case may be. Such election shall remain in effect unless such request is
revoked by written notice to the Paying Agent as to all or a portion of payments
on this Note at least five Business Days prior to such Regular (or Special)
Record Date, for payments of interest, or at least ten Business Days prior to
the Maturity Date or any redemption or repayment date, for payments of
principal, as the case may be.

         If the Holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note will
be based upon the exchange rate as determined by the Exchange Rate Agent based
on the highest bid quotation in The City of New York received by such Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such
Exchange Rate Agent is an affiliate of the Company) for the purchase by the
quoting dealer of U.S. dollars for the Specified Currency for settlement on such
payment date in the aggregate amount of the Specified Currency payable in the
absence of such an election to such Holder and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, such
payment will be made in the Specified Currency. All currency exchange costs will
be borne by the Holder of this Note by deductions from such payments.

         Reference is hereby made to the further provisions of this Note set
forth below, 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 below by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

                                       3
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


         Dated:  _____________                CAROLINA POWER & LIGHT COMPANY


                                              By:_______________________________
         [SEAL]

         Attest:

         _________________________


                                       4
<PAGE>

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture (For Debt Securities), dated as of October 28, 1999
(herein called the "Indenture," which term shall have the meaning assigned to it
in such instrument), between the Company and The Chase Manhattan Bank, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated on the face hereof, limited in aggregate
principal amount to $_______________. The Company has appointed The Chase
Manhattan Bank at its corporate trust office in The City of New York as the
paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Company) with respect to the Notes.

         If so indicated on the face of this Note, this Note may be redeemed in
whole or in part at the option of the Company on or after the Initial Redemption
Date specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction specified on the face hereof until the
Redemption Price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below).

         If notice has been given as provided in the Indenture and funds for the
redemption of any Notes (or any portion thereof) called for redemption shall
have been made available on the Redemption Date referred to in such notice, such
Notes (or any portion thereof) will cease to bear interest on the date fixed for
such redemption specified in such notice and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price.

         Notice of any optional redemption of Notes of this series (or any
portion thereof) will be given to Holders at their addresses, as shown in the
Note Register for such Notes, not more than 60 nor less than 30 days prior to
the date fixed for redemption. The notice of redemption will specify, among
other items, the Redemption Date, the Redemption Price and the principal amount
of the Notes held by such Holder to be redeemed. If less than all of the Notes
are to be redeemed at the option of the Company, the Trustee shall select the
Notes to be redeemed in accordance with Section 403 of the Indenture.

         The Notes of this series will not be subject to any sinking fund.

         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the Holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the Holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below).
For this Note to be repaid at the option of the Holder hereof, the Paying Agent
must receive at its corporate trust office in The City of New York, at least 15
but not more than 30 days prior to the date of repayment, (i) this Note with the
form entitled "Option to

                                       5
<PAGE>

Elect Repayment" below duly completed or (ii) a telegram, telex, 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 setting forth the name of the Holder of this Note,
the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled "Option
to Elect Repayment" duly completed, will be received by the Paying Agent not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.

         This Note will bear interest at the rate determined in accordance with
the applicable provisions below by reference to the Base Rate shown on the face
hereof based on the Index Maturity, if any, shown on the face hereof (i) plus or
minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing with the Initial Interest Reset
Date specified on the face hereof, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date (as used herein, the term
"Interest Reset Date" shall include the Initial Interest Reset Date). The
Interest Reset Dates will be the Interest Reset Dates specified on the face
hereof; provided, however, that (i) the interest rate in effect for the period
from the Interest Accrual Date to the Initial Interest Reset Date will be the
Initial Interest Rate and (ii) the interest rate in effect hereon for the 10
days immediately prior to the Maturity Date hereof (or, with respect to any
principal amount to be redeemed or repaid, any redemption or repayment date)
shall be that in effect on the tenth calendar day preceding the Maturity Date
hereof or such date of redemption or repayment, as the case may be. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that if the Base Rate specified on the face hereof is LIBOR
or EURIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, which is
both (a) neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars or euro, in the principal financial center of the country of the
Specified Currency, and (b) if this Note is denominated in euro, that is also a
day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer System ("TARGET") is operating (a "TARGET Settlement Day"); provided
that if the Base Rate specified on the face hereof is LIBOR, the day must also
be a London Banking Day. As used herein, "London Banking Day" means any day on
which dealings in the Index Currency specified on the face hereof are transacted
in the London interbank market. As used herein, "principal financial center"
means, as applicable: the capital city of the country issuing the Specified
Currency in which this Note is denominated; or the capital city of the country
to which the Index Currency relates; provided, however, that with respect to
United States dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Italian lire, Portuguese escudos, South African rand and Swiss
francs, the principal financial center shall be the City of New York, Sydney and
(solely in the case of the Specified Currency) Melbourne, Toronto, Frankfurt,
Amsterdam, Milan, London (solely in the case of the Index Currency),
Johannesburg and Zurich, respectively.

         The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second
Business Day preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by

                                       6
<PAGE>

reference to EURIBOR (or to LIBOR when the Index Currency is euros) shall be the
second TARGET Settlement Day preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR (other than for LIBOR Notes for which
the Index Currency is euros) shall be the second London Banking Day preceding
such Interest Reset Date, except that the Interest Determination Date pertaining
to an Interest Reset Date for a LIBOR Note for which the Index Currency is
pounds sterling will be such Interest Reset Date. As used herein, "London
Banking Day" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in which such
Interest Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, however, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.

         The "Calculation Date" pertaining to any Interest Determination Date
will be the earlier (i) of the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day preceding the applicable Interest Payment
Date or Maturity Date or, for any principal amount to be redeemed or repaid, any
redemption or repayment date.

         Determination of CD Rate. If the Base Rate specified on the face hereof
is the CD Rate, the CD Rate with respect to this Note shall be determined on
each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as 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 not so
published by 9:00 a.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof set forth in the daily update of H.15(519)
available through the world wide website of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update or any
successor site or publication ("H.15 Daily Update"). If neither of such rates is
published by 3:00 p.m., New York City time, on such Calculation Date, then the
CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent referred to on the face hereof 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 for certificates of deposit in an amount that
is representative for a single transaction in that market at that time with a
remaining maturity closest to the Index Maturity specified on the face hereof 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; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the CD Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the rate of interest payable hereon shall be the Initial Interest Rate).

         Determination of Commercial Paper Rate. If the Base Rate specified on
the face hereof is the Commercial Paper Rate, the Commercial Paper Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the Money Market Yield (as defined herein) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof, as such
rate shall be published in H.15(519) under the heading "Commercial
Paper-Nonfinancial," or if not so published

                                       7
<PAGE>

prior to 9:00 a.m., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, the Commercial Paper Rate shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in the
H.15 Daily Update under the heading "Commercial Paper-Nonfinancial." If neither
of such rates is published by 3:00 p.m., New York City time, on such Calculation
Date, then the Commercial Paper Rate 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 in commercial paper in
The City of New York selected by the Calculation Agent for commercial paper of
the Index Maturity specified on the face hereof, placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
same as the Commercial Paper Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

         "Money Market Yield" shall be the yield calculated in accordance with
the following formula:

                                                 D x 360
          Money Market Yield =             --------------         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 period for which interest is being calculated.

         Determination of EURIBOR Rate. If the Base Rate specified on the face
hereof is "EURIBOR," for any Interest Determination Date, EURIBOR with respect
to this Note shall be the rate for deposits in euros as sponsored, calculated
and published jointly by the European Banking Federation and ACI - The Financial
Market Association, or any company established by the joint sponsors for
purposes of compiling and publishing those rates, for the Index Maturity
specified on the face hereof as that rate appears on the display on Bridge
Telerate, Inc., or any successor service, on page 248 or any other page as may
replace page 248 on that service ("Telerate Page 248") as of 11:00 a.m.
(Brussels time).

         The following procedures shall be followed if the rate cannot be
determined as described above:

                  (i) if the above rate does not appear, the Calculation Agent
         shall request the principal Euro-zone office of each of four major
         banks in the Euro-zone interbank market, as selected by the Calculation
         Agent (after consultation with the Company) to provide the Calculation
         Agent with its offered rate for deposits in euros, at approximately
         11:00 a.m. (Brussels time) on the Interest Determination Date, to prime
         banks in the Euro-zone interbank market for the Index Maturity
         specified on the face hereof commencing on the applicable Interest
         Reset Date, and in a principal amount not less than the equivalent of
         U.S. $1 million in euro that is representative of a single transaction
         in euro, in that market at that time. If at least two quotations are
         provided, EURIBOR shall be the arithmetic mean of those quotations.

                  (ii) If fewer than two quotations are provided, EURIBOR shall
         be the arithmetic mean of the rates quoted by four major banks in the
         Euro-zone, as selected by the Calculation Agent (after consultation
         with the Company) at approximately 11:00 a.m. (Brussels time), on the
         applicable Interest Reset Date for loans in euro to leading European
         banks for a period of time equivalent to the Index Maturity specified
         on the face hereof commencing on that Interest Reset Date in a
         principal amount not less than the equivalent of U.S.$1 million in
         euro.

                                       8
<PAGE>

                  (iii) If the banks so selected by the Calculation Agent are
         not quoting as described in (ii) above, the EURIBOR rate in effect for
         the applicable period shall be the same as the EURIBOR rate for the
         immediately preceding EURIBOR Interest Reset Period (or, if there was
         no EURIBOR Interest Reset Period, the rate of interest payable herein
         shall be the Initial Interest Rate).

         "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty").

         Determination of Federal Funds Rate. If the Base Rate specified on the
face hereof is the Federal Funds Rate, the Federal Funds Rate with respect to
this Note shall be determined on each Interest Determination Date and shall be
the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace the
applicable page on that service, or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the Federal Funds Rate will be the rate on such Interest Determination
Date as published in the H.15 Daily Update under the heading "Federal
Funds/Effective Rate." If neither of such rates is published by 3:00 p.m., New
York City time, on such Calculation Date, 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 for the last transaction in overnight
Federal funds as of 9:00 a.m., New York City time, on such Interest
Determination Date arranged by three leading brokers in Federal funds
transactions in The City of New York selected by the Calculation Agent, after
consultation with the Company; provided, however, that if the brokers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
same as the Federal Funds Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

         Determination of LIBOR. If the Base Rate specified on the face hereof
is LIBOR, LIBOR with respect to this Note shall be determined as follows:

                  (i) With respect to a LIBOR Interest Determination Date, LIBOR
         will be, as specified on the face hereof, either: (a) the arithmetic
         mean of the offered rates for deposits in the Index Currency specified
         on the face hereof having the Index Maturity specified on the face
         hereof, commencing on the second London Banking Day immediately
         following the LIBOR Interest Determination Date, that appear on the
         Reuters Screen LIBO Page as of 11:00 a.m., London time, on that LIBOR
         Interest Determination Date, if at least two such offered rates appear
         on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for
         deposits in the Index Currency specified on the face hereof having the
         Index Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following that LIBOR Interest
         Determination Date, that appears on the Telerate Page 3750 as of 11:00
         a.m., London time, on that LIBOR Interest Determination Date ("LIBOR
         Telerate"). "Reuters Screen LIBO Page" means the display designated as
         page "LIBO" on the Reuters Monitor Money Rates Service (or such other
         page as may replace the LIBO page on that service for the purpose of
         displaying London interbank offered rates of major banks). "Telerate
         Page 3750" means the display designated as page "3750" on the Telerate
         Service (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 neither LIBOR
         Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will
         be determined as if LIBOR Telerate had been specified. If fewer than
         two offered rates

                                       9
<PAGE>

         appear on the Reuters Screen LIBO Page, or if no rate appears on the
         Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR
         Interest Determination Date will be determined as if the parties had
         specified the rate described in (ii) below.

                  (ii) With respect to a LIBOR Interest Determination Date on
         which fewer than two offered rates appear on the Reuters Screen LIBO
         Page, as specified in (i)(a) above, or on which no rate appears on
         Telerate Page 3750, as specified in (i)(b) above, as applicable, LIBOR
         will be determined on the basis of the rates at which deposits in the
         Index Currency specified in the face hereof having the Index Maturity
         specified on the face hereof are offered at approximately 11:00 a.m.,
         London time, on that LIBOR Interest Determination Date by four major
         banks in the London interbank market selected by the Calculation Agent
         ("Reference Banks") to prime banks in the London interbank market
         commencing on the second London Banking Day immediately following that
         LIBOR Interest Determination Date and in a principal amount that is
         representative for a single transaction in such market at such time.
         The Calculation Agent will request the principal London office of that
         Index Currency in each of the Reference Banks to provide a quotation of
         its rate. If at least two such quotations are provided, LIBOR in
         respect of that LIBOR Interest Determination Date or, if pounds
         sterling is the Index Currency, commencing on that LIBOR Interest
         Determination Date, will be the arithmetic mean of such quotations. If
         fewer than two quotations are provided, LIBOR in respect of that LIBOR
         Interest Determination Date will be the arithmetic mean of the rates
         quoted at approximately 11:00 a.m., New York City time, on that LIBOR
         Interest Determination Date by three major banks in the principal
         financial center for the Index Currency selected by the Calculation
         Agent for loans in U.S. dollars to leading European banks having the
         Index Maturity specified on the face hereof commencing on the second
         London Banking Day immediately following that LIBOR Interest
         Determination Date and in a principal amount that is representative for
         a single transaction in such market at such time; provided, however,
         that if the banks selected as aforesaid by the Calculation Agent are
         not quoting as mentioned in this sentence, LIBOR with respect to such
         LIBOR Interest Determination Date will be same as the LIBOR rate for
         the immediately preceding LIBOR Interest Rate Period (or, if there was
         no such Interest Reset Period, the rate of interest herein shall be the
         Initial Interest Rate).

         Determination Of Prime Rate. If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
in H.15(519) for such date opposite the caption "Bank Prime Loan." If such rate
is not yet published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate for such Interest
Determination Date will be the rate published in the H.15 Daily Update under the
heading "Bank Prime Loan." If such rate is not yet published in either H.15(519)
or H.15 Daily Update prior to 3:00 p.m., on the Calculation Date pertaining to
such Interest Determination Date, the Prime Rate for such Interest Determination
Date will be the arithmetic mean of the rates of interest publicly announced by
each bank named on the Reuters Screen USPrime 1 Page (as defined below) 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 from which
quotations are requested. If fewer than four quotations are provided, the Prime
Rate shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean on the basis of the prime rates of at least three major banks in
The City of New York selected by the Calculation Agent, after consultation with
the Company, to quote such rate or rates; provided, however, that if the
substitute banks or trust companies selected as aforesaid are not quoting as

                                       10
<PAGE>

mentioned in this sentence, the Prime Rate for such Interest Reset Period will
be the Prime Rate in effect for the immediately preceding Interest Reset Period
(or, if there is no such Interest Reset Period, the Initial Interest Rate).
"Reuters Screen USPrime 1 Page" means the display designated as Page "USPrime 1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the USPrime 1 Page 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 specified on the face
hereof is the Treasury Rate, the Treasury Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate for the
auction held on such date of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof, as that rate
appears under the caption "Investment Rate" on the display on Bridge Telerate,
Inc., or any other successor service, on page 56 or any successor to such page
("Telerate Page 56") or page 57 or any successor to such page ("Telerate Page
57"). If such rate is not published on Telerate Page 56 or Telerate Page 57 by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Treasury Rate will be the bond equivalent
yield of the rate for the applicable Treasury Bills as published in H.15 Daily
Update under the caption "U.S. Government Securities/Treasury Bills/Auction
High" or if not so published by 3:00 p.m., New York City time, on such
Calculation Date, the bond equivalent yield of the auction rate of the
applicable Treasury Bills announced by the United States Department of the
Treasury. In the event that the results of the auction of Treasury Bills having
the Index Maturity specified on the face hereof are not announced by the United
States Department of Treasury, or if the auction is not held, then the Treasury
Rate will be the bond equivalent yield of the rate on the applicable Interest
Determination Date of Treasury Bills having the Index Maturity specified on the
face hereof published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/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 rate on such date as published in H.15 Daily
Update under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market." If the rate referred to in the immediately preceding sentence is not so
published by 3:00 p.m., New York City time, on such Calculation Date, then the
Treasury Rate will be calculated by the Calculation Agent as the bond equivalent
yield 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 Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate for such
Interest Reset Date will be the same as the Treasury Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the rate of interest payable thereon shall be the Initial Interest Rate). The
"bond equivalent yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:


                                         D x N
           Bond Equivalent Yield = ------------------- x 100
                                      360 - (D x M)


where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest in
being calculated.

                                       11
<PAGE>

         Determination of CMT Rate. If the Base Rate specified on the face
hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on the Designated CMT
Telerate Page (as defined below) under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15," under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7051, the rate on such Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the week or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page, or is not
displayed by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the CMT Rate for such Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or is not published by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to the related Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
time, on the related Calculation Date, then the CMT Rate for the Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market bid side
prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may include affiliates of the Company)
selected by the Calculation Agent (from five such Reference Dealers selected by
the Calculation Agent, after consultation with the Company, and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury Notes quotations, the CMT Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market bid
side prices as of approximately 3:30 p.m., New York City time, on the Interest
Determination Date of three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent, after consultation
with the Company, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100,000,000. If three or four (and not five)
of such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate for such Interest Reset Date will be
the same as the CMT Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate). If two Treasury Notes with an
original maturity as described in the second preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the Treasury note with the shorter remaining term to maturity will be used.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service specified on the face hereof (or any other page as may replace
such page on that service for the purpose of

                                       12
<PAGE>

displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.

         "Designated CMT Maturity Index" shall be the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified on the face hereof with respect to which the CMT Rate will be
calculated.

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

         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 that will become effective as of the next Interest Reset Date.

         Unless otherwise indicated on the face hereof, interest payments on
this Note will include interest accrued to but excluding the Interest Payment
Dates or the Maturity Date (or any earlier redemption or repayment date), as the
case may be; provided, however, that if the Interest Reset Period with respect
to this Note is daily or weekly, interest payable on any Interest Payment Date,
other than interest payable on any date on which principal hereof is payable,
will include interest accrued through and including the Regular (or Special)
Record Date next preceding the applicable Interest Payment Date. Accrued
interest hereon shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest factor shall be
computed by adding the interest factor calculated for each day in the period for
which interest is being paid. The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day (i) by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, EURIBOR, Federal Funds Rate, Prime
Rate or LIBOR (except if the Index Currency is pounds sterling) as specified on
the face hereof, (ii) by 365 if the Base Rate is LIBOR and the Index Currency is
pounds sterling or (iii) by the actual number of days in the year if the Base
Rate is the Treasury Rate or the CMT Rate, as specified on the face hereof. All
percentages resulting from any calculation of the rate of interest on this Note
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation on this Note will be rounded to the nearest cent (with one-half cent
rounded upward). The interest rate in effect on any Interest Reset Date will be
the applicable rate as reset on such date. The interest rate applicable to any
other day is the interest rate from the immediately preceding Interest Reset
Date (or, if none, the Initial Interest Rate).

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note upon compliance with certain conditions set
forth in the Indenture.

         If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of specified percentages of the Notes Outstanding. The Indenture also
contains provisions

                                       13
<PAGE>

permitting the Holders of specified percentages in principal amount of the Notes
at the time Outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note 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
Notes of this series, the Holders of not less than a majority in aggregate
principal amount of the Notes 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 principal
amount of Notes 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 Note 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 Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Note Registrar, duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

         If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency in
which a payment on any note was to be made published by the Federal Reserve Bank
of New York (the "Market Exchange Rate") on the Business Day immediately
preceding the date of issuance. If that rate of exchange is not then available
or is not published for a particular payment currency, the market exchange rate
will be based on the highest bid quotation in The City of New York received by
the Exchange Rate Agent at approximately 11:00 a.m, New York City time, on the
second business day preceding the applicable payment date from three recognized
foreign exchange dealers for the purchase by the quoting dealer:

                                       14
<PAGE>

         o  of the specified currency for U.S. dollars for settlement on the
            payment date;

         o  in the aggregate amount of the specified currency payable to those
            holders or beneficial owners of notes; and

         o  at which the applicable dealer commits to execute a contract.

         As provided in the Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the Holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment; or, if the Market Exchange Rate is
not available on such date, if that rate of exchange is not then available or is
not published for a particular payment currency, the market exchange rate will
be based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 a.m, New York City time, on the
second business day preceding the applicable payment date from three recognized
foreign exchange dealers for the purchase by the quoting dealer:

         o  of the specified currency for U.S. dollars for settlement on the
            payment date;

         o  in the aggregate amount of the specified currency payable to those
            holders or beneficial owners of notes; and

         o  at which the applicable dealer commits to execute a contract;

provided, however, that if the euro has been substituted for such Specified
Currency, the Company may at its option (or shall, if so required by applicable
law), without the consent of the Holder of this Note, effect the payment of
principal of, premium, if any, or interest on, any Note denominated in such
Specified Currency in euro in lieu of such Specified Currency in conformity with
legally applicable measures taken pursuant to, or by virtue of, the treaty
establishing the EC, as amended by the Treaty. Any payment made under such
circumstances in U.S. dollars or euro where the required payment is in an
unavailable Specified Currency will not constitute an Event of Default. One of
the Exchange Dealers providing quotations may be the Exchange Rate Agent unless
the Exchange Rate is an affiliate of the Company. If those bid quotations are
not available, the Exchange Rate Agent shall determine the market exchange rate
at its sole discretion.

         The "Exchange Rate Agent" and the "Calculation Agent" shall be The
Chase Manhattan Bank, unless otherwise indicated on the face hereof.

         All determinations referred to above made by, or on behalf of, the
Company or by, or on behalf of, the Exchange Rate Agent or the Calculation Agent
shall be at such entity's sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on Holders of Notes and
coupons.

                                       15
<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.

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

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

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

                                       16
<PAGE>


                          CERTIFICATE OF AUTHENTICATION


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


         Dated:  _________________





                                                   THE CHASE MANHATTAN BANK,
                                                   as Trustee




                                                   By___________________________
                                                         Authorized Signatory


                                       17
<PAGE>

                            OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional 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 which the Holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) 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:________________              ____________________________________________

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

Notice: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of the within instrument in every particular
without alteration or enlargement.

                                       18