<PAGE>
                                                                 Exhibit 4(c)
June 18, 1998
                     Company Order and Officers' Certificate
                      Unsecured Medium Term Notes, Series B


Bankers Trust Company, as Trustee
Four Albany Street
New York, New York 10006

Attn: Corporate Trust Division

Ladies and Gentlemen:

Pursuant to Article Two of the  Indenture,  dated as of September 1, 1997 (as it
may be amended or supplemented,  the "Indenture"),  from Columbus Southern Power
Company (the  "Company") to Bankers Trust Company,  as trustee (the  "Trustee"),
and the Board Resolutions dated April 22, 1998, a copy of which certified by the
Secretary or an Assistant  Secretary of the Company is being delivered  herewith
under  Section  2.01  of the  Indenture,  and  unless  otherwise  provided  in a
subsequent Company Order pursuant to Section 2.04 of the Indenture,

                  1. The Company's  Unsecured  Medium Term Notes,  Series B (the
         "Notes")  are  hereby  established  and shall be  subject to a Periodic
         Offering.  Fixed Rate Notes shall be in substantially the form attached
         hereto as Exhibit 1 and Floating  Rate Notes shall be in  substantially
         the form attached hereto as Exhibit 2.

                  2. The terms  and  characteristics  of the  Notes  shall be as
         follows  (the  numbered  clauses set forth below  corresponding  to the
         numbered subsections of Section 2.01 of the Indenture,  with terms used
         and not defined herein having the meanings specified in the Indenture):

                  (i) the  aggregate  principal  amount  of Notes  which  may be
                  authenticated  and  delivered  under  the  Indenture  shall be
                  limited to  $150,000,000,  except as  contemplated  in Section
                  2.01(i) of the Indenture;

                  (ii) the date or dates on which  the  principal  of the  Notes
                  shall be  payable  shall be  determined  by an  officer of the
                  Company and  communicated to the Trustee by  Instructions,  as
                  defined  below,  or otherwise in accordance  with  procedures,
                  acceptable  to the Trustee,  specified  in a Company  Order or
                  Orders   (both  of  such   methods  of   determination   being
                  hereinafter   referred   to   as   "determined   pursuant   to
                  Instructions); provided, however, or more than 42 years;

 authentication  of the Notes;  with  respect to fixed rate Notes,  the Interest
Payment  Dates on  which  such  interest  will be  payable  shall be March 1 and
September 1 or such other date or dates as determined  pursuant to Instructions,
with  respect to floating  rate Notes,  the Interest  Payment  Dates shall be as
determined  pursuant  to  Instructions;  the  Regular  Record  Date shall be the
fifteenth  calendar day immediately  preceding the related Interest Payment Date
or such other date or dates as  determined  pursuant to  Instructions;  provided
however  that if the  Original  Issue  Date of a Note  shall be after a  Regular
Record  Date and before the  corresponding  Interest  Payment  Date,  payment of
interest  shall commence on the second  Interest  Payment Date  succeeding  such
Original  Issue Date and shall be paid to the Person in whose name this Note was
registered on the Regular Record Date for such second Interest Payment Date; and
provided  further,  that  interest  payable  on  Stated  Maturity  Date  or  any
Redemption Date shall be paid to the Person to whom principal shall be paid;

                  (iv) the interest  rate or rates,  or interest rate formula or
                  formulas,  if any, at which the Notes, or any Tranche thereof,
                  shall  bear   interest   shall  be   determined   pursuant  to
                  Instructions;

                  (v) the terms, if any,  regarding the redemption,  purchase or
                  repayment  of such  series,  shall be  determined  pursuant to
                  Instructions;

                  (vi) (a) the  Notes  shall be  issued  in the form of a Global
                  Note;  (b) the  Depositary  for such  Global Note shall be The
                  Depository Trust Company;  and (c) the procedures with respect
                  to transfer and exchange of Global Notes shall be as set forth
                  in the form of Note attached hereto;

                  (vii) the title of the Notes shall be  "Unsecured  Medium Term
                  Notes, Series B";

                  (viii)  the  form  of  the  Notes  shall  be as set  forth  in
                  Paragraph 1, above;

                  (ix) the maximum  interest  rate on fixed rate Notes shall not
                  exceed by 2.5% the yield to maturity at the date of pricing on
                  United States  Treasury  Bonds of comparable  maturity and the
                  initial  interest  rate on any  floating  rate Note  shall not
                  exceed 10%;

                  (x) the Notes shall be subject to a Periodic Offering;

                  (xi) not applicable;

                  (xii) any other  information  necessary  to complete the Notes
                  shall be determined pursuant to Instructions;

                  (xiii) not applicable;

                  (xiv) not applicable;

                  (xv) not applicable;

                  (xvi) whether any Notes shall be issued as Discount Securities
                  and  the  terms  thereof  shall  be  determined   pursuant  to
                  Instructions;

                  (xvii) not applicable;

                  (xviii) not applicable; and

                  (xix) any other terms of the Notes not  inconsistent  with the
                  Indenture may be determined pursuant to Instructions.

                  3. You are hereby requested to authenticate, from time to time
         after the date hereof and in the manner provided by the Indenture, such
         aggregate  principal amount of the Notes not to exceed  $150,000,000 as
         shall  be  set   forth  in   Instructions   (the   "Instructions")   in
         substantially  the form  attached  hereto as  Exhibit 3 for Fixed  Rate
         Notes and Exhibit 4 for Floating Rate Notes.

                  4. You are hereby  requested  to hold the Notes  authenticated
         pursuant  to  each  of  the   Instructions   in  accordance   with  the
         Administrative  Procedures  attached as Exhibit A to the Selling Agency
         Agreement  dated June 18,  1998,  between  the  Company and each of the
         agents named therein.

                  5. Concurrently with this Company Order, an Opinion of Counsel
         under  Sections 2.04 and 13.06 of the  Indenture is being  delivered to
         you.

                  6. The  undersigned  Armando  A. Pena and John F. Di  Lorenzo,
         Jr.,  the  Treasurer  and  Secretary,  respectively,  of the Company do
         hereby certify that:

                  (i) we have  read  the  relevant  portions  of the  Indenture,
                  including without limitation the conditions precedent provided
                  for therein relating to the action proposed to be taken by the
                  Trustee  as  requested  in this  Company  Order and  Officers'
                  Certificate,  and the  definitions  in the Indenture  relating
                  thereto;

                  (ii) we have read the Board Resolutions of the Company and the
                  Opinion of Counsel referred to above;

                  (iii) we have  conferred  with other  officers of the Company,
                  have  examined  such records of the Company and have made such
                  other investigation as we deemed relevant for purposes of this
                  certificate;

                  (iv)  in  our  opinion,  we  have  made  such  examination  or
                  investigation  as is  necessary  to  enable us to  express  an
                  informed  opinion as to whether  or not such  conditions  have
                  been complied with; and

                  (v) on the basis of the foregoing,  we are of the opinion that
                  all  conditions   precedent  provided  for  in  the  Indenture
                  relating to the action  proposed to be taken by the Trustee as
                  requested herein have been complied with.

Kindly  acknowledge  receipt of this Company  Order and  Officers'  Certificate,
including the documents  listed herein,  and confirm the  arrangements set forth
herein by signing and returning the copy of this document attached hereto.

Very truly yours,

COLUMBUS SOUTHERN POWER COMPANY


By:  /s/ A. A. Pena
         Treasurer


And: /s/ John F. Di Lorenzo, Jr.
           Secretary


Acknowledged by Trustee:


By:  /s/ Scott F. Thiel
    Assistant Vice President

                                                                   Exhibit 1


[Unless this  certificate  is presented by an authorized  representative  of The
Depository Trust Company (55 Water Street,  New York, New York) to the issuer 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 in such other name as is
requested by an authorized  representative  of The Depository  Trust Company and
any payment is made to Cede & Co., ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  inasmuch as the  registered
owner hereof, Cede & Co., has an interest herein.]

No.


                         COLUMBUS SOUTHERN POWER COMPANY
                      Unsecured Medium Term Note, Series B
                                  (Fixed Rate)

CUSIP:                                  Original Issue Date:

Stated Maturity:                        Interest Rate:

Principal Amount:

Redeemable:                Yes ____         No ____
In Whole:                  Yes ____         No ____
In Part:                   Yes ____         No ____

Initial Redemption Date:

Redemption Limitation Date:

Initial Redemption Price:

Reduction Percentage:

         COLUMBUS  SOUTHERN  POWER  COMPANY,  a corporation  duly  organized and
existing  under  the  laws of the  State  of  Ohio  (herein  referred  to as the
"Company",  which term  includes any successor  corporation  under the Indenture
hereinafter  referred to), for value received,  hereby promises to pay to CEDE &
CO. or  registered  assigns,  the  Principal  Amount  specified  above on Stated
Maturity  specified above, and to pay interest on said Principal Amount from the
Original Issue Date  specified  above or from the most recent  interest  payment
date (each such date,  an "Interest  Payment  Date") to which  interest has been
paid or duly provided for,  [semi-annually in arrears on March 1 and September 1
in each year,]  commencing  (except as provided in the following  sentence) with
the Interest  Payment Date next  succeeding  the Original  Issue Date  specified
above,  at the Interest  Rate per annum  specified  above,  until the  Principal
Amount shall have been paid or duly provided for.  Interest shall be computed on
the basis of a 360-day year of twelve 30-day months.

         The interest so payable,  and punctually  paid or duly provided for, on
any Interest Payment Date, as provided in the Indenture, as hereinafter defined,
shall be paid to the Person in whose name this Note (or one or more  Predecessor
Securities)  shall have been  registered at the close of business on the Regular
Record  Date with  respect to such  Interest  Payment  Date,  which shall be the
fifteenth  calendar  day  (whether or not a Business  Day),  as the case may be,
immediately  preceding such Interest Payment Date;  provided however that if the
Original Issue Date of this Note shall be after a Regular Record Date and before
the corresponding  Interest Payment Date,  payment of interest shall commence on
the second  Interest  Payment Date succeeding such Original Issue Date and shall
be paid to the  Person in whose  name this Note was  registered  on the  Regular
Record Date for such second Interest  Payment Date; and provided  further,  that
interest  payable on Stated Maturity or any Redemption Date shall be paid to the
Person to whom principal shall be paid. Any such interest not so punctually paid
or duly provided for shall  forthwith  cease to be payable to the Holder on such
Regular Record Date and shall be paid as provided in said Indenture.

         If any Interest Payment Date, any Redemption Date or Stated Maturity is
not a Business  Day,  then  payment of the amounts due on this Note on such date
will be made on the next  succeeding  Business Day, and no interest shall accrue
on such  amounts  for the period  from and after  such  Interest  Payment  Date,
Redemption  Date or Stated  Maturity,  as the case may be. The principal of (and
premium, if any) and the interest on this Note shall be payable at the office or
agency of the Company  maintained  for that purpose in the Borough of Manhattan,
the City of New York,  New York, in any coin or currency of the United States of
America  which at the time of payment is legal  tender for payment of public and
private debts; provided,  however, that payment of interest (other than interest
payable on Stated Maturity or any Redemption  Date) may be made at the option of
the Company by check  mailed to the  registered  holder at such address as shall
appear in the Note Register.

         This Note is one of a duly  authorized  series of Notes of the  Company
(herein sometimes referred to as the "Notes"),  specified in the Indenture,  all
issued or to be issued in one or more series  under and pursuant to an Indenture
dated as of September 1, 1997 duly  executed and  delivered  between the Company
and Bankers Trust Company,  a corporation  organized and existing under the laws
of the State of New York, as Trustee (herein referred to as the "Trustee") (such
Indenture,  as originally executed and delivered and as thereafter  supplemented
and  amended  being  hereinafter  referred  to as  the  "Indenture"),  to  which
Indenture and all indentures supplemental thereto or Company Orders reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities  thereunder of the Trustee, the Company and the holders of
the Notes. By the terms of the Indenture, the Notes are issuable in series which
may vary as to amount, date of maturity,  rate of interest and in other respects
as in the Indenture provided. This Note is one of the series of Notes designated
on the face hereof.

         [If so specified on the face hereof and subject to the terms of Article
Three of the  Indenture,  this Note is subject to  redemption  at any time on or
after the Initial  Redemption Date specified on the face hereof,  as a whole or,
if  specified,  in part,  at the  election  of the  Company,  at the  applicable
redemption  price (as described  below) plus any accrued but unpaid  interest to
the date of such redemption. Unless otherwise specified on the face hereof, such
redemption  price shall be the Initial  Redemption  Price  specified on the face
hereof for the twelve-month period commencing on the Initial Redemption Date and
shall decline for the twelve-month  period commencing on each anniversary of the
Initial  Redemption  Date by a  percentage  of  principal  amount  equal  to the
Reduction Percentage specified on the face hereof until such redemption price is
100% of the principal amount of this Note to be redeemed.]

         [Notwithstanding  the  foregoing,  the  Company  may not,  prior to the
Redemption  Limitation  Date, if any,  specified on the face hereof,  redeem any
Note of this  series  and  Tranche  as  contemplated  above as a part of,  or in
anticipation  of,  any  refunding  operation  by the  application,  directly  or
indirectly,  of moneys borrowed having an effective interest cost to the Company
(calculated in accordance with generally  accepted  financial  practice) of less
than the effective  interest  cost the Company  (similarly  calculated)  of this
Note.]

         [This Note shall be  redeemable  to the extent set forth  herein and in
the Indenture upon not less than thirty,  but not more than sixty, days previous
notice by mail to the registered owner.]

         The Company  shall not be  required to (i) issue,  exchange or register
the transfer of any Notes  during a period  beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the outstanding  Notes of the same series and Tranche and ending at the close of
business  on the day of such  mailing,  nor (ii)  register  the  transfer  of or
exchange of any Notes of any series or portions  thereof called for  redemption.
This Global Note is  exchangeable  for Notes in definitive  registered form only
under certain limited circumstances set forth in the Indenture.

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

         In case an Event of Default,  as defined in the  Indenture,  shall have
occurred and be  continuing,  the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

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

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  Holders  of not  less  than a  majority  in
aggregate  principal  amount of the Notes of each  series  affected  at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the  provisions of the Indenture or of any  supplemental  indenture or of
modifying  in any  manner the  rights of the  Holders  of the  Notes;  provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series,  or reduce the principal  amount thereof,  or reduce
the rate or extend  the time of  payment  of  interest  thereon,  or reduce  any
premium  payable  upon the  redemption  thereof,  or  reduce  the  amount of the
principal  of a  Discount  Security  that  would  be  due  and  payable  upon  a
declaration of acceleration of the maturity  thereof  pursuant to the Indenture,
without the consent of the holder of each Note then  outstanding  and  affected;
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such  supplemental  indenture,  or reduce  the  percentage  of
Notes,  the  holders  of  which  are  required  to  waive  any  default  and its
consequences,  without the  consent of the holder of each Note then  outstanding
and affected  thereby;  or (iii) modify any provision of Section  6.01(c) of the
Indenture  (except to increase the percentage of principal  amount of securities
required to rescind and annul any  declaration  of amounts due and payable under
the Notes),  without the consent of the holder of each Note then outstanding and
affected thereby. The Indenture also contains provisions  permitting the Holders
of a majority in  aggregate  principal  amount of the Notes of all series at the
time outstanding affected thereby, on behalf of the Holders of the Notes of such
series,  to waive any past default in the  performance  of any of the  covenants
contained  in the  Indenture,  or  established  pursuant to the  Indenture  with
respect to such series, and its consequences, except a default in the payment of
the  principal  of or  premium,  if any, or interest on any of the Notes of such
series. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture)  shall be conclusive and binding upon such
Holder  and upon all  future  Holders  and  owners  of this Note and of any Note
issued in  exchange  herefor or in place  hereof  (whether  by  registration  of
transfer  or  otherwise),  irrespective  of whether or not any  notation of such
consent or waiver is made upon this Note.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered holder hereof on the Note
Register  of the  Company,  upon  surrender  of this  Note for  registration  of
transfer  at the  office or agency of the  Company as may be  designated  by the
Company  accompanied by a written  instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
Holder hereof or his or her attorney duly  authorized in writing,  and thereupon
one or more new Notes of  authorized  denominations  and for the same  aggregate
principal  amount  and series  will be issued to the  designated  transferee  or
transferees.  No  service  charge  will be made for any such  transfer,  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in relation thereto.

         Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered  Holder hereof as the absolute owner hereof  (whether or not this
Note shall be overdue and  notwithstanding  any notice of  ownership  or writing
hereon  made by  anyone  other  than  the Note  Registrar)  for the  purpose  of
receiving payment of or on account of the principal hereof and premium,  if any,
and interest due hereon and for all other purposes,  and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

         No  recourse  shall be had for the payment of the  principal  of or the
interest on this Note,  or for any claim based  hereon,  or otherwise in respect
hereof,  or based on or in respect of the Indenture,  against any  incorporator,
stockholder,  officer or  director,  past,  present or future,  as such,  of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part  of the  consideration  for  the  issuance  hereof,  expressly  waived  and
released.

         The Notes 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,  Notes of this
series and Tranche are  exchangeable  for a like aggregate  principal  amount of
Notes of this  series and  Tranche of a different  authorized  denomination,  as
requested by the Holder surrendering the same.

         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 not be  entitled  to any  benefit  under the  Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of  Authentication  hereon shall have been signed by or on behalf of
the Trustee.

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


Dated ____________________

                                              COLUMBUS SOUTHERN POWER COMPANY


                                              By:___________________________
Attest:


By:___________________________


                          CERTIFICATE OF AUTHENTICATION

         This  is  one  of the  Notes  of the  series  of  Notes  designated  in
accordance with, and referred to in, the within-mentioned Indenture.

Dated:_______________

BANKERS TRUST COMPANY


By:___________________________
   Authorized Signatory


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

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

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

----------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
----------------------------------------------------------------
ASSIGNEE) the within Note and all rights thereunder, hereby
----------------------------------------------------------------
irrevocably constituting and appointing such person attorney to
----------------------------------------------------------------
transfer such Note on the books of the Issuer, with full
----------------------------------------------------------------
power of substitution in the premises.


Dated:________________________                 _________________________


NOTICE:           The signature to this assignment must correspond with the
                  name as written upon the face of the within Note in every
                  particular, without alteration or enlargement or any
                  change whatever and NOTICE:  Signature(s) must be
                  guaranteed by a financial institution that is a member of
                  the Securities Transfer Agents Medallion Program
                  ("STAMP"), the Stock Exchange Medallion Program ("SEMP")
                  or the New York Stock Exchange, Inc. Medallion Signature
                  Program ("MSP").
<PAGE>

                                                                   Exhibit 2


[Unless this  certificate  is presented by an authorized  representative  of The
Depository Trust Company (55 Water Street,  New York, New York) to the issuer 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 in such other name as is
requested by an authorized  representative  of The Depository  Trust Company and
any payment is made to Cede & Co., ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  inasmuch as the  registered
owner hereof,  Cede & Co., has an interest herein.  Except as otherwise provided
in Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in  part,  only to  another  nominee  of the  Depository  or to a  successor
Depository or to a nominee of such successor Depository.]

Registered No. FLR-____

                         COLUMBUS SOUTHERN POWER COMPANY
                      UNSECURED MEDIUM-TERM NOTE, SERIES B
                                 (Floating Rate)

CUSIP No.:
Original Issue Date:
Stated Maturity:

Principal Amount:

INTEREST RATE BASIS OR BASES:

         IF LIBOR:                      IF CMT RATE:
            [ ] LIBOR Reuters              Designated CMT Telerate Page:
            [ ] LIBOR Telerate             Designated CMT Maturity Index:

         INDEX CURRENCY:

INDEX MATURITY:      INITIAL INTEREST RATE:   %      INTEREST PAYMENT DATE(S):


SPREAD               SPREAD MULTIPLIER:             INITIAL INTEREST RESET DATE:
(PLUS OR MINUS):


MINIMUM INTEREST RATE:   %  MAXIMUM INTEREST RATE:   %   INTEREST RESET DATE(S):


INITIAL REDEMPTION DATE:  INITIAL REDEMPTION          ANNUAL REDEMPTION
                          PERCENTAGE:    %            PERCENTAGE REDUCTION:   %


OPTIONAL REPAYMENT DATE(S):                CALCULATION AGENT:


INTEREST CATEGORY:                         DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note             [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note              from            to
          Fixed Rate Commencement Date:    [ ] Actual/360 for the period
          Fixed Interest Rate:    %            from            to

[ ] Inverse Floating Rate Note             [ ] Actual/Actual for the period
          Fixed Interest Rate:    %            from            to
[ ] Original Issue Discount Note               Applicable Interest Rate Basis:
       Issue Price:    %

SPECIFIED CURRENCY:                 AUTHORIZED DENOMINATION:
[ ] United States dollars           [ ] $1,000 and integral multiples thereof
[ ] Other                           [ ] Other:

EXCHANGE RATE AGENT:

DEFAULT RATE:    %

ADDENDUM ATTACHED
[ ] Yes
[ ] No

ELIGIBLE OBLIGATIONS (IF OTHER THAN UNITED STATES DOLLARS):

OTHER/ADDITIONAL PROVISIONS:


         COLUMBUS  SOUTHERN  POWER  COMPANY,  a corporation  duly  organized and
existing  under  the  laws of the  State  of  Ohio  (herein  referred  to as the
"Company",  which term  includes any successor  corporation  under the Indenture
hereinafter  referred to), for value received,  hereby promises to pay to CEDE &
CO., or registered assigns,  the Principal Amount specified above, on the Stated
Maturity  specified  above (or any Redemption  Date or Repayment  Date,  each as
defined  herein) (each such Stated  Maturity,  Redemption Date or Repayment Date
being  hereinafter  referred  to as the  "Maturity  Date"  with  respect  to the
principal  repayable  on such date) and to pay interest  thereon,  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  determined in
accordance  with the  provisions  specified  above and as herein  provided  with
respect to one or more Interest Rate Bases  specified  above until the principal
hereof is paid or duly made  available for payment,  and (to the extent that the
payment of such interest shall be legally  enforceable)  at the Default Rate per
annum specified above on any overdue  principal,  premium and/or  interest.  The
Company  will pay interest in arrears on each  Interest  Payment  Date,  if any,
specified  above (each, an "Interest  Payment Date"),  commencing with the first
Interest  Payment Date next succeeding the Original Issue Date specified  above,
and on the Maturity  Date;  provided,  however,  that if the Original Issue 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 next  succeeding the Original Issue Date to the holder of this Note
on the Regular Record Date with respect to such second Interest Payment Date.

         Interest on this Note will accrue from, and including,  the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from,  and  including,  the Original  Issue Date if no interest has been
paid or duly provided for) to, but excluding,  the applicable  Interest  Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").  The
interest so payable,  and punctually  paid or duly provided for, on any Interest
Payment Date will,  subject to certain  exceptions  described herein, 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  fifteenth  calendar day (whether or
not a Business  Day, as defined  herein)  immediately  preceding  such  Interest
Payment Date (the  "Regular  Record  Date");  provided,  however,  that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof and premium,  if any,  hereon shall be payable.  Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") will forthwith cease
to be payable to the holder on any Regular Record Date, and shall be paid to the
person in whose  name  this Note is  registered  at the close of  business  on a
special record date (the "Special  Regular Record Date") for the payment of such
Defaulted  Interest to be fixed by the Trustee  hereinafter  referred to, notice
whereof  shall be given to the holder of this Note by the  Trustee not less than
10 calendar days prior to such Special Regular 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 this note may be listed,  and upon such notice as
may be  required  by  such  exchange,  all as  more  fully  provided  for in the
Indenture.

         Payment of principal,  premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately  available  funds upon
presentation  and  surrender of this Note (and,  with respect to any  applicable
repayment of this Note, a duly completed  election form as contemplated  herein)
at the  office or agency  of the  Company  maintained  for that  purpose  in the
Borough of Manhattan, The City of New York, New York; provided, however, that if
such  payment is to be made in a Specified  Currency  other than  United  States
dollars  as set forth  below,  such  payment  will be made by wire  transfer  of
immediately  available  funds to an account with a bank designated by the holder
hereof at least 15 calendar days prior to the Maturity Date,  provided that such
bank has appropriate facilities therefor and that this Note (and, if applicable,
a duly completed  repayment  election form) is presented and  surrendered at the
aforementioned  office or agency of the  Company in time for the Company to make
such payment in such funds in accordance with its normal procedures.  Payment of
interest due on any Interest  Payment Date other than the Maturity  Date will be
made by check  mailed to the  address  of the  person  entitled  thereto as such
address shall appear in the Security Register  maintained at the  aforementioned
office  or  agency  of  the  Company;  provided,   however,  that  a  holder  of
U.S.$10,000,000  (or, if the Specified  Currency  specified  above is other than
United States dollars, the equivalent thereof in the Specified Currency) or more
in aggregate  principal  amount of Notes (whether having  identical or different
terms and  provisions)  will be  entitled to receive  interest  payments on such
Interest  Payment  Date by wire  transfer  of  immediately  available  funds  if
appropriate  wire  transfer  instructions  have been  received in writing by the
Company not less than 15 calendar days prior to such Interest  Payment Date. Any
such wire transfer  instructions  received by the Company shall remain in effect
until revoked by such holder.

         If any  Interest  Payment  Date  other  than the  Maturity  Date  would
otherwise be a day that is not a Business Day, such Interest  Payment Date shall
be postponed to the next  succeeding  Business  Day,  except that if LIBOR is an
applicable  Interest  Rate  Basis  and  such  Business  Day  falls  in the  next
succeeding  calendar month,  such Interest Payment Date shall be the immediately
preceding  Business  Day.  If the  Maturity  Date  falls  on a day that is not a
Business Day, the required payment of principal,  premium,  if any, and interest
shall be made on the next succeeding Business Day with the same force and effect
as if made on the date such payment was due,  and no interest  shall accrue with
respect to such payment for the period from and after the  Maturity  Date to the
date of such payment on the next succeeding Business Day.

         The Company is obligated to make payment of principal, premium, if any,
and  interest  in respect of this Note in the  Specified  Currency  (or,  if the
Specified  Currency  is not at the time of such  payment  legal  tender  for the
payment of public and  private  debts,  in such  other coin or  currency  of the
country  which issued the  Specified  Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified  Currency is other
than United States  dollars,  any such amounts so payable by the Company will be
converted by the Exchange Rate Agent  specified above into United States dollars
for payment to the holder of this Note;  provided,  however,  that the holder of
this Note may elect to receive such amounts in such Specified  Currency pursuant
to the provisions set forth below.

         If the Specified  Currency is other than United States  dollars and the
holder of this Note shall not have duly made an  election  to  receive  all or a
specified portion of any payment of principal,  premium, if any, and/or interest
in respect of this Note in the  Specified  Currency,  any United  States  dollar
amount to be  received  by the holder of this Note 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  (one of whom may be the Exchange  Rate Agent)  selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer of
the Specified  Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all holders of
Notes  scheduled  to receive  United  States  dollar  payments  and at which the
applicable  dealer  commits to execute a contract.  All currency  exchange costs
will be borne by the holder of this Note by deductions  from such  payments.  If
three such bid quotations are not available,  payments on this Note will be made
in the Specified Currency.

         If the  Specified  Currency is other than United  States  dollars,  the
holder of this Note may  elect to  receive  all or a  specified  portion  of any
payment of principal,  premium,  if any, and/or interest in respect of this Note
in the Specified  Currency by  submitting a written  request for such payment to
the  Company  at its office or agency in The City of New York on or prior to the
applicable  Regular  Record  Date or at  least  15  calendar  days  prior to the
Maturity  Date,  as the case may be. Such written  request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile  transmission.  The
holder of this Note may  elect to  receive  all or a  specified  portion  of all
future payments in the Specified Currency in respect of such principal, premium,
if any, and/or interest and need not file a separate  election for each payment.
Such  election  will  remain in effect  until  revoked by written  notice to the
Company,  but  written  notice of any such  revocation  must be  received by the
Company  on or  prior  to the  applicable  Regular  Record  Date or at  least 15
calendar days prior to the Maturity Date, as the case may be.

         If the  Specified  Currency  is other than United  States  dollars or a
composite  currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal,  premium,  if
any,  and/or  interest in respect of this Note in the Specified  Currency and if
the  Specified  Currency  is not  available  due to the  imposition  of exchange
controls or other circumstances  beyond the control of the Company,  the Company
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States  dollars on the basis of the Market  Exchange Rate
(as defined below) on the second  Business Day prior to such payment date or, if
such  Market  Exchange  Rate is not  then  available,  on the  basis of the most
recently  available Market Exchange Rate or as otherwise  specified herein.  The
"Market  Exchange Rate" for the Specified  Currency means the noon dollar buying
rate in The City of New York for cable  transfers for the Specified  Currency as
certified  for  customs  purposes  by  (or if not  so  certified,  as  otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under such
circumstances  in United States  dollars will not constitute an Event of Default
(as defined in the Indenture).

         If the  Specified  Currency is a composite  currency  and the holder of
this Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if such composite currency is unavailable due
to the imposition of exchange controls or other circumstances beyond the control
of the Company,  then the Company will be entitled to satisfy its obligations to
the holder of this Note by making such  payment in United  States  dollars.  The
amount of each  payment  in  United  States  dollars  shall be  computed  by the
Exchange Rate Agent on the basis of the equivalent of the composite  currency in
United States dollars.  The component  currencies of the composite  currency for
this purpose  (collectively,  the "Component  Currencies" and each, a "Component
Currency")  shall be the currency  amounts that were components of the composite
currency  as of the last day on which  the  composite  currency  was  used.  The
equivalent  of  the  composite  currency  in  United  States  dollars  shall  be
calculated by aggregating the United States dollar  equivalents of the Component
Currencies.  The  United  States  dollar  equivalent  of each  of the  Component
Currencies  shall be  determined  by the Exchange Rate Agent on the basis of the
most recently  available Market Exchange Rate for each such Component  Currency,
or as otherwise specified herein.

         If the  official  unit of any  Component  Currency is altered by way of
combination or  subdivision,  the number of units of the currency as a Component
Currency shall be divided or multiplied in the same  proportion.  If two or more
Component  Currencies are consolidated  into a single  currency,  the amounts of
those currencies as Component  Currencies shall be replaced by an amount in such
single  currency equal to the sum of the amounts of the  consolidated  Component
Currencies  expressed  in such single  currency.  If any  Component  Currency is
divided  into two or more  currencies,  the  amount  of the  original  Component
Currency  shall be replaced by the amounts of such two or more  currencies,  the
sum of which shall be equal to the amount of the original Component Currency.

         All  determinations  referred to above made by the Exchange  Rate Agent
shall be at its sole  discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.

         Reference  is hereby  made to the further  provisions  of this Note set
forth herein and, if so specified above, in the Addendum  hereto,  which further
provisions shall have the same force and effect as if set forth herein.

         This Note is one of a duly  authorized  series of Debt  Securities (the
"Debt  Securities")  of the Company  issued and to be issued under an Indenture,
dated as of September 1, 1997, as amended, modified or supplemented from time to
time (the  "Indenture"),  between  the Company and  Bankers  Trust  Company,  as
Trustee (the  "Trustee",  which term  includes any  successor  trustee under the
Indenture),  to which  Indenture  and all  indentures  supplemental  and Company
Orders  thereto  reference  is hereby  made for a  statement  of the  respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the holders of the Debt Securities,  and of the terms upon which
the Debt Securities are, and are to be,  authenticated and delivered.  This Note
is one of the series of Debt  Securities  designated as  "Unsecured  Medium-Term
Notes,  Series B" (the  "Notes").  All terms  used but not  defined in this Note
specified  herein or in an Addendum  hereto shall have the meanings  assigned to
such terms in the Indenture.

         This Note is  issuable  only in  registered  form  without  coupons  in
minimum  denominations  of  U.S.$1,000  and  integral  multiples  thereof or the
minimum Authorized Denomination specified herein.

         This Note will not be subject to any sinking fund and, unless otherwise
provided  herein  in  accordance  with  the  provisions  of  the  following  two
paragraphs, will not be redeemable or repayable prior to the Stated Maturity.

         [If so specified on the face hereof and subject to the terms of Article
Three of the Indenture,  this Note is subject to redemption at the option of the
Company on any date on or after the Initial  Redemption Date, if any,  specified
herein, in whole or from time to time in part in increments of U.S.$1,000 or the
minimum Authorized  Denomination  (provided that any remaining  principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
the Redemption  Price (as defined below),  together with unpaid interest accrued
thereon to the date fixed for redemption (each, a "Redemption  Date"), on notice
given no more than 60 nor less than 30  calendar  days  prior to the  Redemption
Date and in accordance  with the  provisions of the Indenture.  The  "Redemption
Price" shall initially be the Initial  Redemption  Percentage  specified  herein
multiplied  by the  unpaid  principal  amount of this Note to be  redeemed.  The
Initial  Redemption  Percentage shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, specified
herein  until  the  Redemption  Price is 100% of unpaid  principal  amount to be
redeemed.  In the event of  redemption  of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same terms
as this  Note  shall  be  issued  in the  name of the  holder  hereof  upon  the
presentation and surrender hereof.]

         [This Note is subject to  repayment by the Company at the option of the
holder hereof on the Optional  Repayment  Date(s),  if any, specified herein, in
whole  or in  part  in  increments  of  U.S.$1,000  or  the  minimum  Authorized
Denomination  (provided that any remaining  principal  amount hereof shall be at
least U.S.$1,000 or such minimum Authorized Denomination),  at a repayment price
equal to 100% of the unpaid principal amount to be repaid,  together with unpaid
interest  accrued  thereon to the date fixed for repayment  (each,  a "Repayment
Date").  For this Note to be repaid,  this Note must be received,  together with
the form hereon entitled  "Option to Elect  Repayment"  duly  completed,  by the
Trustee at its corporate trust office not more than 60 nor less than 30 calendar
days prior to the  Repayment  Date.  Exercise  of such  repayment  option by the
holder  hereof will be  irrevocable.  In the event of  repayment of this Note in
part  only,  a new  Note of like  tenor  for the  unrepaid  portion  hereof  and
otherwise  having the same terms as this Note shall be issued in the name of the
holder hereof upon the presentation and surrender hereof.]

         [If the  Interest  Category  of this  Note is  specified  herein  as an
Original  Issue  Discount Note, the amount payable to the holder of this Note in
the event of redemption, repayment or acceleration of maturity of this Note will
be equal to the sum of (1) the Issue Price  specified  herein  (increased by any
accruals of the Discount,  as defined below) and, in the event of any redemption
of this Note (if applicable),  multiplied by the Initial  Redemption  Percentage
(as adjusted by the Annual Redemption Percentage  Reduction,  if applicable) and
(2) any unpaid interest on this Note accrued from the Original Issue Date to the
Redemption Date, Repayment Date or date of acceleration of maturity, as the case
may be. The difference  between the Issue Price and 100% of the principal amount
of this Note is referred to herein as the "Discount."]

         [For purposes of determining the amount of Discount that has accrued as
of any Redemption  Date,  Repayment Date or date of  acceleration of maturity of
this Note,  such Discount will be accrued so as to cause an assumed yield on the
Note to be  constant.  The assumed  constant  yield will be  calculated  using a
30-day month, 360-day year convention, a compounding period that, except for the
Initial Period (as defined  below),  corresponds to the shortest  period between
Interest  Payment Dates (with ratable accruals within a compounding  period),  a
constant coupon rate equal to the initial  interest rate applicable to this Note
and an assumption that the maturity of this Note will not be accelerated. If the
period from the Original  Issue Date to the initial  Interest  Payment Date (the
"Initial  Period")  is shorter  than the  compounding  period  for this Note,  a
proportionate  amount  of the yield for an  entire  compounding  period  will be
accrued.  If the Initial Period is longer than the compounding period, then such
period will be divided  into a regular  compounding  period and a short  period,
with the short period being treated as provided in the preceding sentence.]

         The interest rate borne by this Note will be determined as follows:

                  (i) Unless the  Interest  Category  of this Note is  specified
herein as a "Floating  Rate/Fixed Rate Note" or an "Inverse Floating Rate Note",
this Note shall be designated as a "Regular  Floating Rate Note" and,  except as
set forth herein, shall bear interest at the rate determined by reference to the
applicable  Interest  Rate Basis or Bases (a) plus or minus the Spread,  if any,
and/or  (b)  multiplied  by the  Spread  Multiplier,  if any,  in  each  case as
specified  herein.  Commencing on the Initial  Interest  Reset Date, the rate at
which  interest on this Note shall be payable shall be reset as of each Interest
Reset Date specified herein; provided, however, that the interest rate in effect
for the period,  if any,  from the Original  Issue Date to the Initial  Interest
Reset Date shall be the Initial Interest Rate.

                  (ii) If the Interest Category of this Note is specified herein
as a "Floating  Rate/Fixed Rate Note",  then,  except as set forth herein,  this
Note shall bear interest at the rate  determined by reference to the  applicable
Interest  Rate Basis or Bases (a) plus or minus the Spread,  if any,  and/or (b)
multiplied by the Spread Multiplier,  if any. Commencing on the Initial Interest
Reset Date,  the rate at which  interest on this Note shall be payable  shall be
reset as of each Interest Reset Date; provided,  however,  that (y) the interest
rate in effect  for the  period,  if any,  from the  Original  Issue Date to the
Initial  Interest  Reset Date  shall be the  Initial  Interest  Rate and (z) the
interest rate in effect for the period commencing on the Fixed Rate Commencement
Date  specified  herein to the Maturity  Date shall be the Fixed  Interest  Rate
specified  herein or, if no such Fixed Interest Rate is specified,  the interest
rate  in  effect  hereon  on  the  day  immediately  preceding  the  Fixed  Rate
Commencement Date.

                  (iii)  If the  Interest  Category  of this  Note is  specified
herein as an "Inverse  Floating  Rate Note",  then,  except as set forth herein,
this  Note  shall  bear  interest  at the  Fixed  Interest  Rate  minus the rate
determined by reference to the applicable  Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier,  if
any; provided,  however,  that, unless otherwise  specified herein, the interest
rate hereon  shall not be less than zero.  Commencing  on the  Initial  Interest
Reset Date,  the rate at which  interest on this Note shall be payable  shall be
reset as of each Interest Reset Date; provided,  however, that the interest rate
in effect for the period,  if any,  from the Original  Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate.

         Unless  otherwise  specified  herein,  the rate  with  respect  to each
Interest  Rate  Basis  will be  determined  in  accordance  with the  applicable
provisions  below.  Except as set forth  herein,  the interest rate in effect on
each day shall be (i) if such day is an Interest  Reset Date,  the interest rate
determined as of the Interest  Determination Date (as defined below) immediately
preceding  such Interest Reset Date or (ii) if such day is not an Interest Reset
Date,  the  interest  rate  determined  as of the  Interest  Determination  Date
immediately preceding the most recent Interest Reset Date.

         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
Business Day, except that if LIBOR is an applicable Interest Rate Basis and such
Business Day falls in the next succeeding  calendar  month,  such Interest Reset
Date shall be the  immediately  preceding  Business  Day.  In  addition,  if the
Treasury  Rate is an applicable  Interest  Rate Basis is an applicable  Interest
Rate  Basis and the  Interest  Determination  Date  would  otherwise  fall on an
Interest Reset Date, then such Interest Reset Date will be postponed to the next
succeeding Business Day.

         As used herein,  "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking  institutions
are authorized or required by law or executive order to close in The City of New
York or in any  Place  of  Payment;  provided,  however,  that if the  Specified
Currency  is other than United  States  dollars and any payment is to be made in
the Specified  Currency in accordance  with the provisions  hereof,  such day is
also not a day on which banking  institutions  are authorized or required by law
or executive order to close in the Principal Financial Center (as defined below)
of the  country  issuing  the  Specified  Currency  (or, in the case of European
Currency Units ("ECU"),  is not a day that appears as an ECU  non-settlement day
on the display  designated  as "ISDE" on the Reuter  Monitor Money Rates Service
(or  a  day  so  designated  by  the  ECU  Banking   Association)   or,  if  ECU
non-settlement  days do not appear on that page (and are not so designated),  is
not a day on which  payments  in ECU  cannot  be  settled  in the  international
interbank market);  provided,  further,  that if LIBOR is an applicable Interest
Rate Basis,  such day is also a London Business Day (as defined below).  "London
Business Day" means (i) if the Index  Currency (as defined  below) is other than
ECU,  any day on which  dealings in such Index  Currency are  transacted  in the
London  interbank market or (ii) if the Index Currency is ECU, any day that does
not appear as an ECU  non-settlement  day on the display designated as "ISDE" on
the Reuter  Monitor  Money  Rates  Service  (or a day so  designated  by the ECU
Banking  Association) or, if ECU non-settlement  days do not appear on that page
(and are not so  designated),  is not a day on which  payments  in ECU cannot be
settled in the  international  interbank  market.  "Principal  Financial Center"
means the capital city of the country issuing the Specified Currency,  or solely
with respect to the calculation of LIBOR,  the Index Currency,  except that with
respect to United States dollars, Canadian dollars, Australian dollars, Deutsche
marks,  Dutch  guilders,  Italian  lire,  Swiss francs and ECU,  the  "Principal
Financial  Center" shall be The City of New York,  Toronto,  Sydney,  Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.

         The "Interest  Determination Date" with respect to the CD Rate, the CMT
Rate, the Commercial  Paper Rate, the Federal Funds Rate and the Prime Rate will
be the second Business Day immediately  preceding the applicable  Interest Reset
Date; and the "Interest  Determination  Date" with respect to LIBOR shall be the
second London Business Day immediately  preceding the applicable  Interest Reset
Date,  unless the Index Currency is British pounds  sterling,  in which case the
"Interest  Determination  Date" will be the applicable  Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate shall be the day
in the week in which  the  applicable  Interest  Reset  Date  falls on which day
Treasury Bills (as defined  below) are normally  auctioned  (Treasury  Bills are
normally  sold at an auction  held on Monday of each week,  unless that day is a
legal  holiday,  in which case the  auction is  normally  held on the  following
Tuesday,  except  that  such  auction  may be  held  on the  preceding  Friday);
provided,  however,  that  if an  auction  is  held on the  Friday  of the  week
preceding the applicable  Interest Reset Date, the Interest  Determination  Date
shall be such preceding  Friday. If the interest rate of this Note is determined
with  reference  to two or  more  Interest  Rate  Bases  specified  herein,  the
"Interest  Determination  Date" pertaining to this Note shall be the most recent
Business  Day  which is at  least  two  Business  Days  prior to the  applicable
Interest  Reset Date on which each  Interest  Rate Basis is  determinable.  Each
Interest  Rate Basis shall be  determined  as of such date,  and the  applicable
interest rate shall take effect on the related Interest Reset Date.


         CD Rate. If an Interest Rate Basis for this Note is specified herein as
the CD Rate,  the CD Rate  shall be  determined  as of the  applicable  Interest
Determination Date (a "CD Rate Interest Determination Date") as the rate on such
date for  negotiable  United States dollar  certificates  of deposit  having the
Index  Maturity  specified  herein 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  ("H.15(519)")  under  the  heading  "CDs
(Secondary  Market)",  or, if not published by 3:00 P.M., New York City time, on
the  related  Calculation  Date  (as  defined  below),  the rate on such CD Rate
Interest  Determination Date for negotiable United States dollar certificates of
deposit of the Index  Maturity as published  by the Federal  Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for United
States  Government   Securities"  or  any  successor   publication   ("Composite
Quotations")  under the heading  "Certificates of Deposit".  If such rate is not
yet published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time,  on the related  Calculation  Date,  then the CD Rate on such CD Rate
Interest  Determination  Date  will  be  calculated  by  the  Calculation  Agent
specified herein and will be the arithmetic mean of the secondary market offered
rates  as of  10:00  A.M.,  New  York  City  time,  on  such  CD  Rate  Interest
Determination Date, of three leading nonbank dealers in negotiable United States
dollar  certificates  of  deposit  in The  City  of  New  York  selected  by the
Calculation Agent for negotiable United States dollar certificates of deposit of
major  United  States money center banks for  negotiable  United  States  dollar
certificates of deposit with a remaining  maturity closest to the Index Maturity
in an amount that is representative  for a single  transaction in that market at
that time; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence,  the CD Rate  determined as
of such CD Rate  Interest  Determination  Date  will be the CD Rate in effect on
such CD Rate Interest Determination Date.

         CMT Rate. If an Interest  Rate Basis for this Note is specified  herein
as the CMT rate, the CMT Rate shall be determined as of the applicable  Interest
Determination  Date (a "CMT  Rate  Interest  Determination  Date")  as the  rate
displayed  on the  Designated  CMT  Telerate  Page (as defined  below) under the
caption  "...Treasury  Constant   Maturities...Federal   Reserve  Board  Release
H.15...Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055,  the  rate on such CMT Rate  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  CMT Rate  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  related
Calculation  Date,  then the CMT Rate for such CMT Rate  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 on such CMT Rate 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 CMT  Rate  Interest  Determination  Date  with  respect  to such
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 City  time,  on the
related   Calculation  Date,  then  the  CMT  Rate  on  the  CMT  Rate  Interest
Determination  Date will be  calculated by the  Calculation  Agent and will be a
yield to maturity,  based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest  Determination Date reported,  according to their written records,
by three leading primary United States  government  securities  dealers (each, a
"Reference  Dealer") in The City of New York selected by the  Calculation  Agent
(from  five  such  Reference  Dealers  selected  by the  Calculation  Agent  and
eliminating  the highest  quotation  (or, in the event of  equality,  one of the
highest)  and the lowest  quotation  (or, in the event of  equality,  one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of  the  United  States   ("Treasury   Notes")  with  an  original  maturity  of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such  Designated  CMT  Maturity  Index  minus one year.  If the
Calculation  Agent is unable to obtain three such Treasury Note quotations,  the
CMT Rate on such CMT Rate Interest  Determination Date will be calculated by the
Calculation  Agent and will be a yield to maturity based on the arithmetic  mean
of the secondary  market offer side prices as of  approximately  3:30 P.M.,  New
York City time, on such CMT Rate Interest  Determination Date of three Reference
Dealers in The City of New York (from five such  Reference  Dealers  selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality,  one of the  highest)  and the lowest  quotation  (or, in the event of
equality,  one of the lowest)),  for Treasury Notes with an original maturity of
the number of years  that is the next  highest to the  Designated  CMT  Maturity
Index and a remaining  term to maturity  closest to the  Designated CMT Maturity
Index and in an amount of at least U.S.$100  million.  If three or four (and not
five) of such  Reference  Dealers are quoting as described  above,  then the CMT
Rate will be based on the  arithmetic  mean of the  offer  prices  obtained  and
neither the highest nor the lowest of such quotes will be eliminated;  provided,
however,  that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as mentioned  herein,  the CMT Rate  determined as of such CMT
Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest  Determination Date. 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 Calculation  Agent will
obtain from five  Reference  Dealers  quotations  for the Treasury Note with the
shorter remaining term to maturity.

         "Designated  CMT  Telerate  Page"  means the  display  on the Dow Jones
Telerate Service (or any successor service) on the page specified herein (or any
other  page as may  replace  such  page  on that  service  for  the  purpose  of
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  herein,  the  Designated  CMT Telerate  Page shall be
7052, for the most recent week.

         "Designated  CMT Maturity  Index" means the original period to maturity
of the United  States  Treasury  securities  (either 1, 2, 3, 5, 7, 10, 20 or 30
years)  specified  herein with respect to which the CMT Rate will be calculated.
If no such maturity is specified herein, the Designated CMT Maturity Index shall
be 2 years.

         Commercial  Paper  Rate.  If an  Interest  Rate  Basis for this Note is
specified  herein as the Commercial  Paper Rate, the Commercial Paper Rate shall
be determined as of the applicable  Interest  Determination  Date (a "Commercial
Paper Rate Interest  Determination  Date") as the Money Market Yield (as defined
below) on such date of the rate for  commercial  paper having the Index Maturity
as published in H.15(519) under the heading "Commercial Paper-Nonfinancial".  In
the event that such rate is not  published by 3:00 P.M.,  New York City time, on
such  Calculation  Date, then the Commercial Paper Rate on such Commercial Paper
Rate Interest  Determination Date will be the Money Market Yield of the rate for
commercial paper having the Index Maturity as published in Composite  Quotations
under the heading  "Commercial  Paper"  (with an Index  Maturity of one month or
three months being deemed to be equivalent to an Index Maturity of 30 days or 90
days,  respectively).  If such rate is not yet published in either  H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date,
then  the  Commercial   Paper  Rate  on  such  Commercial  Paper  Rate  Interest
Determination  Date will be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates at  approximately
11:00  A.M.,  New  York  City  time,  on such  Commercial  Paper  Rate  Interest
Determination  Date of three leading dealers of commercial  paper in The City of
New York selected by the Calculation Agent for commercial paper having the Index
Maturity  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 so selected by the Calculation Agent are
not quoting as mentioned in this sentence,  the Commercial Paper Rate determined
as of  such  Commercial  Paper  Rate  Interest  Determnation  Date  will  be the
Commercial  Paper  Rate  in  effect  on  such  Commercial  Paper  Rate  Interest
Determination Date.

         "Money  Market  Yield"  means  a  yield  (expressed  as  a  percentage)
calculated in accordance with the following formula:


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

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

         Federal  Funds  Rate.  If an  Interest  Rate  Basis  for  this  Note is
specified  herein as the  Federal  Funds Rate,  the Federal  Funds Rate shall be
determined as of the applicable  Interest  Determination  Date (a "Federal Funds
Rate  Interest  Determination  Date") as the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading  "Federal Funds
(Effective)"  or, if not  published  by 3:00 P.M.,  New York City  time,  on the
Calculation  Date,  the rate on such Federal Funds Rate  Interest  Determination
Date  as  published  in  Composite   Quotations   under  the  heading   "Federal
Funds/Effective  Rate".  If such rate is not  published  in either  H.15(519) or
Composite  Quotations  by  3:00  P.M.,  New  York  City  time,  on  the  related
Calculation  Date,  then the  Federal  Funds  Rate on such  Federal  Funds  Rate
Interest  Determination  Date shall be calculated by the  Calculation  Agent and
will be the arithmetic  mean of the rates for the last  transaction in overnight
United States dollar federal funds arranged by three leading  brokers of federal
funds  transactions in The City of New York selected by the  Calculation  Agent,
prior to 9:00 A.M.,  New York City time,  on such  Federal  Funds Rate  Interest
Determination Date;  provided,  however,  that if the brokers so selected by the
Calculation  Agent are not quoting as  mentioned in this  sentence,  the Federal
Funds Rate determined as of such Federal Funds Rate Interest  Determination Date
will be the Federal  Funds Rate in effect on such  Federal  Funds Rate  Interest
Determination Date.

         LIBOR.  If an Interest Rate Basis for this Note is specified  herein as
LIBOR,  LIBOR shall be determined by the Calculation  Agent as of the applicable
Interest   Determination  Date  (a  "LIBOR  Interest   Determination  Date")  in
accordance with the following provisions:

          (i) if (a) "LIBOR Reuters" is specified herein, the arithmetic mean of
the offered rates (unless the  Designated  LIBOR Page (as defined  below) by its
terms  provides  only for a single rate,  in which case such single rate will be
used) for deposits in the Index Currency having the Index  Maturity,  commencing
on the applicable Interest Reset Date, that appear (or, if only a single rate is
required as aforesaid,  appears) on the Designated LIBOR Page (as defined below)
as of 11:00 A.M., London time, on such LIBOR Interest Determination Date, or (b)
"LIBOR Telerate" is specified  herein,  or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified herein as the method for calculating  LIBOR, the rate for
deposits in the Index  Currency  having the Index  Maturity,  commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest  Determination  Date. If fewer than two such
offered rates appear, or if no such rate appears,  as applicable,  LIBOR on such
LIBOR  Interest  Determination  Date shall be determined in accordance  with the
provisions described in clause (ii) below.

         (ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered  rates appear,  or no rate appears,  as the case may be, on the
Designated  LIBOR Page as specified in clause (i) above,  the Calculation  Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, to provide
the  Calculation  Agent with its  offered  quotation  for  deposits in the Index
Currency  for the period of the Index  Maturity,  commencing  on the  applicable
Interest  Reset  Date,  to  prime  banks  in  the  London  interbank  market  at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date
and in a principal  amount that is  representative  for a single  transaction in
such Index Currency in such market at such time. If at least two such quotations
are so provided,  then LIBOR on such LIBOR Interest  Determination  Date will be
the arithmetic mean of such quotations. If fewer than two such quotations are so
provided,  then  LIBOR on such  LIBOR  Interest  Determination  Date will be the
arithmetic  mean  of the  rates  quoted  at  approximately  11:00  A.M.,  in the
applicable Principal Financial Center, on such LIBOR Interest Determination Date
by  three  major  banks  in such  Principal  Financial  Center  selected  by the
Calculation  Agent for loans in the Index  Currency to leading  European  banks,
having the Index Maturity and in a principal amount that is representative for a
single transaction in such Index Currency in such market at such time; provided,
however,  that if the banks so selected by the Calculation Agent are not quoting
as  mentioned  in this  sentence,  LIBOR  determined  as of such LIBOR  Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.

         "Index  Currency"  means the currency or composite  currency  specified
herein as to which LIBOR shall be  calculated.  If no such currency or composite
currency is specified herein, the Index Currency shall be United States dollars.

         "Designated  LIBOR  Page"  means (a) if "LIBOR  Reuters"  is  specified
herein,  the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the  Index  Currency,  or (b) if "LIBOR  Telerate"  is  specified  herein or
neither "LIBOR Reuters" nor "LIBOR  Telerate" is specified  herein as the method
for  calculating  LIBOR,  the display on the Dow Jones Telerate  Service (or any
successor  service) for the purpose of displaying the London  interbank rates of
major banks for the Index Currency.

         Prime Rate. If an Interest Rate Basis for this Note is specified on the
face  hereto as the Prime  Rate,  the Prime Rate shall be  determined  as of the
applicable  Interest  Determination  Date (a "Prime Rate Interest  Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior to 3:00 P.M., New
York City time, on the related  Calculation  Date,  then the Prime Rate shall be
the  arithmetic  mean of the rates of interest  publicly  announced by each bank
that  appears on the Reuters  Screen  USPRIME1  Page (as defined  below) as such
bank's prime rate or base lending rate as in effect for such Prime Rate Interest
Determination  Date. If fewer than four such rates appear on the Reuters  Screen
USPRIME1 Page for such Prime Rate Interest  Determination  Date,  the Prime Rate
shall be the arithmetic  mean of the prime rates or base leading rates quoted on
the basis of the actual  number of days in the year divided by a 360-day year as
of the close of business on such Prime Rate Interest  Determination Date by four
major money  center  banks in The City of New York  selected by the  Calculation
Agent. If fewer than four such quotations are so provided,  the Prime Rate shall
be the  arithmetic  mean of four prime  rates  quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on such Prime Rate Interest  Determination  Date as furnished in The City of New
York by the major money center banks, if any, that have provided such quotations
and by as many  substitute  banks or trust companies as necessary to obtain four
such prime rate  quotations,  provided such substitute  banks or trust companies
are organized and doing  business  under the laws of the United  States,  or any
State thereof, each having total equity capital of at least U.S.$500 million and
being  subject to  supervision  or  examination  by Federal or State  authority,
selected  by the  Calculation  Agent to  provide  such rate or rates;  provided,
however,  that if the banks or trust  companies  so selected by the  Calculation
Agent are not quoting as mentioned in this sentence,  the Prime Rate  determined
as of such  Prime  Rate  Interest  Determination  Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.

         "Reuters  Screen  USPRIME1  Page" means the display  designated as page
"USPRIME1" on the Reuter  Monitor  Money Rates Service or any successor  service
(or such other page as may replace  the  USPRIME1  page on that  service for the
purpose of  displaying  prime rates or base lending rates of major United States
banks).

         Treasury  Rate.  If an Interest  Rate Basis for this Note is  specified
herein as the Treasury  Rate,  the Treasury  Rate shall be  determined as of the
applicable Interest  Determination Date (a "Treasury Rate Interest Determination
Date")  as the  rate  from  the  auction  held on such  Treasury  Rate  Interest
Determination  Date (the  "Auction") of direct  obligations of the United States
("Treasury  Bills")  having the Index  Maturity,  as such rate is  published  in
H.15(519) under the heading "Treasury Bills-auction average (investment)" or, if
not published by 3:00 P.M., New York City time, on the related Calculation Date,
the auction average rate of such Treasury Bills  (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise  announced by the United States  Department of the Treasury.
In the event that the results of the Auction of Treasury  Bills having the Index
Maturity are not reported as provided above by 3:00 P.M., New York City time, on
such  Calculation  Date,  or if no such Auction is held,  then the Treasury Rate
shall be  calculated by the  Calculation  Agent and shall be a yield to maturity
(expressed  as a bond  equivalent  on the basis of a year of 365 or 366 days, as
applicable,  and  applied  on a  daily  basis)  of the  arithmetic  mean  of the
secondary market bid rates, as of  approximately  3:30 P.M., New York City time,
on such  Treasury  Rate 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;  provided, however, that if the dealers so selected by the Calculation
Agent  are  not  quoting  as  mentioned  in this  sentence,  the  Treasury  Rate
determined  as of such Treasury  Rate  Interest  Determination  Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.

         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, in each case as specified  herein.  The interest rate on
this Note will in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.

         The  Calculation  Agent shall  calculate the interest rate hereon on or
before each Calculation Date. The "Calculation Date", if applicable,  pertaining
to any  Interest  Determination  Date  shall  be the  earlier  of (i) 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
immediately preceding the applicable Interest Payment Date or the Maturity Date,
as the case may be. 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 a result of a
determination made for the next succeeding Interest Reset Date.

         Accrued  interest  hereon shall be an amount  calculated by multiplying
the principal 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 applicable  Interest Period.  Unless otherwise specified as the Day Count
Convention  herein,  the interest factor for each such date shall be computed by
dividing the interest  rate  applicable  to such day by 360 if the CD Rate,  the
Commercial  Paper Rate,  the Federal  Funds Rate,  LIBOR or the Prime Rate is an
applicable  Interest  Rate Basis or by the actual  number of days in the year if
the CMT Rate or the Treasury Rate is an applicable  Interest Rate Basis.  Unless
otherwise  specified as the Day Count Convention herein, the interest factor for
this Note,  if the interest  rate is  calculated  with  reference to two or more
Interest Rate Bases, shall be calculated in each period in the same manner as if
only the Applicable Interest Rate Basis specified herein applied.

         All  percentages  resulting from any  calculation on this Note shall be
rounded to the nearest one  hundred-thousandth  of a percentage point, with five
one-millionths of a percentage point rounded upwards, and all amounts used in or
resulting from such  calculation  on this Note shall be rounded,  in the case of
United  States  dollars,  to the  nearest  cent or,  in the case of a  Specified
Currency  other than United States  dollars,  to the nearest unit (with one-half
cent or unit being rounded upwards).

         In case an Event of Default,  as defined in the  Indenture,  shall have
occurred and be  continuing,  the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

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

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  Holders  of not  less  than a  majority  in
aggregate  principal  amount of the Notes of each  series  affected  at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the  provisions of the Indenture or of any  supplemental  indenture or of
modifying  in any  manner the  rights of the  Holders  of the  Notes;  provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series,  or reduce the principal  amount thereof,  or reduce
the rate or extend  the time of  payment  of  interest  thereon,  or reduce  any
premium  payable  upon the  redemption  thereof,  or  reduce  the  amount of the
principal  of a  Discount  Security  that  would  be  due  and  payable  upon  a
declaration of acceleration of the maturity  thereof  pursuant to the Indenture,
without the consent of the holder of each Note then  outstanding  and  affected;
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such  supplemental  indenture,  or reduce  the  percentage  of
Notes,  the  holders  of  which  are  required  to  waive  any  default  and its
consequences,  without the  consent of the holder of each Note then  outstanding
and affected  thereby;  or (iii) modify any provision of Section  6.01(c) of the
Indenture  (except to increase the percentage of principal  amount of securities
required to rescind and annul any  declaration  of amounts due and payable under
the Notes),  without the consent of the holder of each Note then outstanding and
affected thereby. The Indenture also contains provisions  permitting the Holders
of a majority in  aggregate  principal  amount of the Notes of all series at the
time outstanding affected thereby, on behalf of the Holders of the Notes of such
series,  to waive any past default in the  performance  of any of the  covenants
contained  in the  Indenture,  or  established  pursuant to the  Indenture  with
respect to such series, and its consequences, except a default in the payment of
the  principal  of or  premium,  if any, or interest on any of the Notes of such
series. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture)  shall be conclusive and binding upon such
Holder  and upon all  future  Holders  and  owners  of this Note and of any Note
issued in  exchange  herefor or in place  hereof  (whether  by  registration  of
transfer  or  otherwise),  irrespective  of whether or not any  notation of such
consent or waiver is made upon this Note.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered holder hereof on the Note
Register  of the  Company,  upon  surrender  of this  Note for  registration  of
transfer  at the  office or agency of the  Company as may be  designated  by the
Company  accompanied by a written  instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
Holder hereof or his or her attorney duly  authorized in writing,  and thereupon
one or more new Notes of  authorized  denominations  and for the same  aggregate
principal  amount  and series  will be issued to the  designated  transferee  or
transferees.  No  service  charge  will be made for any such  transfer,  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in relation thereto.

         Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered  Holder hereof as the absolute owner hereof  (whether or not this
Note shall be overdue and  notwithstanding  any notice of  ownership  or writing
hereon  made by  anyone  other  than  the Note  Registrar)  for the  purpose  of
receiving payment of or on account of the principal hereof and premium,  if any,
and interest due hereon and for all other purposes,  and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

         No  recourse  shall be had for the payment of the  principal  of or the
interest on this Note,  or for any claim based  hereon,  or otherwise in respect
hereof,  or based on or in respect of the Indenture,  against any  incorporator,
stockholder,  officer or  director,  past,  present or future,  as such,  of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part  of the  consideration  for  the  issuance  hereof,  expressly  waived  and
released.

         This Note shall not be  entitled  to any  benefit  under the  Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of  Authentication  hereon shall have been signed by or on behalf of
the Trustee.


         The  Indenture  and this Note shall be  governed  by and  construed  in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.

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

                         COLUMBUS SOUTHERN POWER COMPANY


                         By:___________________________
                                    Treasurer

Attest:


By:___________________________
                    Secretary


                          CERTIFICATE OF AUTHENTICATION

         This  is  one  of the  Notes  of the  series  of  Notes  designated  in
accordance with, and referred to in, the within-mentioned Indenture.

Dated:

BANKERS TRUST COMPANY, as Trustee


By:___________________________
   Authorized Signatory


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

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

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

----------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
----------------------------------------------------------------
ASSIGNEE) the within Note and all rights thereunder, hereby
----------------------------------------------------------------
irrevocably constituting and appointing such person attorney to
----------------------------------------------------------------
transfer such Note on the books of the Issuer, with full
----------------------------------------------------------------



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 whatever and NOTICE:  Signature(s) must be
                  guaranteed by a financial institution that is a member of
                  the Securities Transfer Agents Medallion Program
                  ("STAMP"), the Stock Exchange Medallion Program ("SEMP")
                  or the New York Stock Exchange, Inc. Medallion Signature
                  Program ("MSP").


                             [FORM OF ABBREVIATIONS]

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

                           TEN COM - as tenants in common
                           TEN ENT - as tenants by the entireties
                      JT TEN - as joint tenants with right
                                         of survivorship and not as
                                tenants in common

UNIF GIFT MIN ACT -                   Custodian
                          (Cust)                        (Minor)

                           Under Uniform Gifts to Minors Act


                                       (State)

         Additional abbreviations may also be used though not in list above.


                           [OPTION TO ELECT REPAYMENT]

         The  undersigned  hereby  irrevocably  request(s) and  instruct(s)  the
Company to repay this Note (or portion hereof  specified  below) pursuant to its
terms at a price equal to 100% of the  principal  amount to be repaid,  together
with unpaid interest  accrued hereon to the Repayment Date, to the  undersigned,
at

      (Please print or typewrite name and address of the undersigned)

         For this Note to be repaid,  the Trustee must receive at its  corporate
trust  office in the  Borough  of  Manhattan,  The City of New  York,  currently
located  at , not  more  than 60 nor less  than 30  calendar  days  prior to the
Repayment  Date,  this Note  with this  "Option  to Elect  Repayment"  form duly
completed.

         If less than the entire  principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000  (or, if the
Specified  Currency is other than United States dollars,  the minimum Authorized
Denomination  specified  herein))  which the  holder  elects to have  repaid and
specify  the  denomination  or  denominations  (which  shall  be  an  Authorized
Denomination)  of the Notes to be issued to the holder  for the  portion of this
Note not being repaid (in the absence of any such  specification,  one such Note
will be issued for the portion not being repaid).


Principal Amount
to be Repaid:  $

Date:

Notice:  The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Note in every  particular,  without
alteration or enlargement or any change whatsoever.

         Notwithstanding any provisions to the contrary contained herein, if the
face of this  Note  specifies  that  an  Addendum  is  attached  hereto  or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms set
forth in such Addendum or such "Other/Additional Provisions".

         Unless the  Certificate of  Authentication  hereon has been executed by
the Company by manual signature,  this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.]



                                                                 Exhibit 3

Instruction No.


                         Columbus Southern Power Company
                      Unsecured Medium Term Notes, Series B


                                  Instructions
                                  (Fixed Rate)


To:  Bankers Trust Company, as Trustee

Trade or sale date:


Principal Amount:  $


Maturity Date:


Interest Rate:  ______%


Redemption Provisions:

         Redeemable:  Yes___   No___
           In Whole:  Yes___   No___
            In Part:  Yes___   No___

         Initial Redemption Date:

         Redemption Limitation Date:

         Initial Redemption Price:

         Reduction Percentage:


Original Issue Date:


Public Offering Price:  ______%


Presenting Agent's Commission:  ______%


Net Proceeds to Company:  ______%


CUSIP No.:  _____________________


Account number of participant  account maintained by DTC on behalf of Presenting
Agent:


Account number of participant account maintained by DTC on behalf of Trustee:


Each Presenting Agent's name and proportionate amount of Global Note:


Name in which the Note is to be registered (Registered Owner):

                  Cede & Co.


Address and taxpayer  identification  number of Registered Owner and address for
payment:

                  The Depository Trust Company
                  55 Water Street
                  New York, NY  10041
                  #13-2555119


Discount Security:  Yes___   No___

         Yield to Maturity:  ________%

         Initial Accrual Period: ____________________________________

Account of Company into which net proceeds are to be deposited:

Any Other Book-Entry Note represented by Global Security (to the extent known):



                                          COLUMBUS SOUTHERN POWER COMPANY


                                          By:____________________________
                                            (President, Vice President,
                                             or Treasurer)


                                                                  Exhibit 4


Instruction No.


                         Columbus Southern Power Company
                      Unsecured Medium Term Notes, Series B


                                  Instructions
                                 (Floating Rate)


To:  Bankers Trust Company, as Trustee


Trade or sale date:


Principal Amount:  $


Maturity Date:


Initial Interest Rate:  ______%


Original Issue Date:


Public Offering Price:  ______%


Presenting Agent's Commission:  ______%


Net Proceeds to Company:  ______%


CUSIP No.:  _____________________


Calculation Agent:


Interest Calculation:
 [ ]  Regular Floating Rate Note          [ ]  Floating Rate/Fixed Rate Note
 [ ]  Inverse Floating Rate Note               (Fixed Rate Commencement Date):
         (Fixed Interest Rate):                (Fixed Interest Rate):
 [ ]  Other Floating Rate Note
      [see attached]

Interest Rate Basis:
 [ ] CD Rate [ ] Federal Funds Rate [ ] Treasury Rate [ ] Commercial  Paper Rate
 [ ] LIBOR [ ] Other [ ] CMT Rate [ ] Prime Rate

If LIBOR, Designated LIBOR Page:  [ ]  LIBOR Reuters, Reuters Page:
                                  [ ]  LIBOR Telerate, Telerate Page:

            Designated LIBOR Currency:

If CMT Rate, Designated CMT Maturity Index:
                   Designated LIBOR Currency:

Initial Interest Reset Date:                     Spread (+/-)
Interest Reset Dates:                            Spread Multiplier:
Interest Payment Dates:                          Maximum Interest Rate:
Index Maturity:                                  Minimum Interest Rate:

Day Count Convention:
 [ ] Actual/360 for the period from  __________ to __________ [ ]  Actual/Actual
 for the period from  __________  to  __________  [ ] 30/360 for the period from
 __________ to __________


Redemption:
 [ ]     The Notes cannot be redeemed prior to the Stated Maturity.
 [ ]     The Notes may be redeemed prior to Stated Maturity.
         Initial Redemption Date:
         Initial Redemption Percentage:  ______%
         Annual Redemption Percentage Reduction: ____% until Redemption
         Percentage is 100% of the Principal Amount.

Repayment:
 [ ]     The Notes cannot be repaid prior to the Stated Maturity.
 [ ]     The Notes can be repaid prior to the Stated Maturity at the option of
         the holder of the Notes.
         Optional Repayment Date(s):
         Repayment Price ____%

Currency
         Specified Currency: ________ (If other than U.S. dollars, see attached)
         Minimum Denominations: ________ (Applicable only if Specified Currency
         is other than U.S. dollars)


Account number of participant  account maintained by DTC on behalf of Presenting
   Agent:


Account number of participant account maintained by DTC on behalf of Trustee:


Each Presenting Agent's name and proportionate amount of Global Note:


Name in which the Note is to be registered (Registered Owner):

         Cede & Co.


Address and taxpayer  identification  number of Registered Owner and address for
payment:

                  The Depository Trust Company
                  55 Water Street
                  New York, NY  10041
                  #13-2555119


Yield of U.S. Treasury securities of
comparable maturity maturing at ________%


Discount Security:  Yes___   No___

         Yield to Maturity:  ________%

         Initial Accrual Period:___________________________________


Account of Company into which net proceeds are to be deposited:


Any Other Book-Entry Note represented by Global Security (to the extent known):


                         COLUMBUS SOUTHERN POWER COMPANY


                         By:____________________________
                           (President, Vice President,
                                  or Treasurer)