<PAGE>

                                                                     Exhibit 4.2

CUSIP NO.: 875127 AR 3                          PRINCIPAL AMOUNT:  $150,000,000

REGISTERED NO. 1

TAMPA ELECTRIC COMPANY

7 3/8% REset Put Securities Due 2015

|X|      Check this box if the Note is a Global Note.

         Applicable if the Note is a Global Note:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

         This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of Cede & Co., or such
other nominee of The Depository Trust Company, a New York corporation, or any
successor depositary ("Depositary"), as requested by an authorized
representative of the Depositary. This Note is exchangeable for Notes registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.

<PAGE>

<TABLE>
<CAPTION>
<S>                                    <C>                                    <C>
ORIGINAL ISSUE DATE:                     INTEREST PAYMENT DATES: March 1 and    INITIAL CALLHOLDER:
August 21, 2000                          September 1 of each year, up to but    Morgan Stanley & Co. Incorporated
                                         excluding September 1, 2002 and        or its assignee or successor
ISSUE PRICE:  99.991% (as a percentage   commencing September 1, 2000.  From
of principal amount)                     and including September 1, 2002, on
                                         the dates described in Annex A         SINKING FUND:  N/A
STATED MATURITY:  September 1, 2015,     hereto.
subject to mandatory tender to the                                              YIELD TO MATURITY:  N/A
Callholder, if any, as described on      SPECIFIED CURRENCY:  U.S. dollars
the reverse of this Note.                (if other than U.S. dollars):  N/A     REDEMPTION, REPURCHASE AND
                                                                                CONVERSION OPTIONS:  See reverse of
INTEREST RATE:  To but excluding         AUTHORIZED DENOMINATIONS:  N/A         this Note.
September 1, 2002, 7 3/8% per annum.     (Only applicable if Specified
Thereafter, at the interest rate set     Currency is other than U.S. dollars)   REMARKETING PROVISIONS:  See reverse
forth in Annex A hereto.                                                        of this Note.
                                         DEPOSITARY:  The Depository Trust
                                         Company

</TABLE>

<PAGE>

THIS NOTE SHALL NOT BE VALID FOR ANY PURPOSE UNLESS PRESENTED TOGETHER WITH AN
ANNEX A HERETO (INCLUDING ANY CONTINUATION THEREOF). REFERENCE IS MADE TO ANNEX
A FOR CERTAIN TERMS OF THIS NOTE.

         TAMPA ELECTRIC COMPANY, a corporation duly organized and existing under
the laws of the State of Florida (herein called 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 sum set forth in Annex A on the Stated Maturity, upon the
presentation and surrender hereof at the principal corporate trust office of The
Bank of New York, or its successor in trust (the "TRUSTEE") or such other office
as the Trustee has designated in writing, and to pay interest on the unpaid
principal balance hereof at a rate per annum (assuming a 360-day year consisting
of twelve 30-day months) equal to the Initial Interest Rate set forth in Annex A
for the period from the Original Issue Date to, but excluding, September 1, 2002
(the "INITIAL REPS REMARKETING DATE"). If the Initial Callholder (as defined
above and set forth in Annex A) elects to purchase this Note on the Initial REPS
Remarketing Date, except in the limited circumstances described on the reverse
of this Note, (a) this Note will be subject to mandatory tender to the Initial
Callholder at 100% of the aggregate principal amount thereof for remarketing on
the Initial REPS Remarketing Date, on the terms and subject to the conditions
described on the reverse of this Note, and (b) will for the period from the
Initial REPS Remarketing Date to, but excluding, September 1, 2012, bear
interest at the REPS Coupon Reset Rate (as defined on the reverse of this Note).
If the Initial Callholder does not purchase this Note on the Initial REPS
Remarketing Date, this Note automatically will be subject to mandatory tender at
100% of the principal amount thereof for redemption on such date by the Company
or for remarketing on such date by a Remarketing Agent (as defined on the
Reverse of this Note) in a Commercial Paper Term Mode, Long Term Rate Mode or a
new REPS Mode and will bear interest at a rate and for a period set forth in
Annex A hereto.

         Interest will be payable on the Interest Payment Dates to the Person in
whose name this Note is registered at the close of business on the related
Record Date as provided below or as set forth in Annex A. In each case, payments
shall be made in accordance with the provisions hereof, including any additional
terms specified in Annex A, until the principal hereof is paid or duly made
available for payment. References herein to "this Note," "hereof," "herein" and
comparable terms shall include Annex A.

         So long as this Note bears interest in the Commercial Paper Term Mode,
interest will be payable on the Interest Rate Adjustment Date which commences
the next succeeding Interest Rate Period for this Note and on such other dates
(if any) as will be established by the Company and set forth in Annex A upon
conversion of this Note to the Commercial Paper Term Mode or upon remarketing of
this Note in a new Interest Rate Period in the Commercial Paper Term Mode. So
long as this Note bears interest in the Long Term Rate Mode or the REPS Mode,
interest will be payable no less frequently than semiannually on such dates as
will be established by the Company and set forth in Annex A upon conversion of
this Note to the Long Term Rate Mode or the REPS Mode (or upon remarketing of
this Note in a new Interest Rate Period in the

<PAGE>

Long Term Rate Mode or the REPS Mode, as the case may be) in the case of a fixed
interest rate, or as set forth below under "Interest Rate" in the case of a
floating interest rate and on the Interest Rate Adjustment Date commencing the
next succeeding Interest Rate Period. Such interest will be payable to the
Holder hereof as of the related Record Date, which, so long as this Note bears
interest (i) in the Initial Interest Rate Period, are the dates specified in
Annex A; (ii) in the Commercial Paper Term Mode, is the Business Day prior to
the related Interest Payment Date; and (iii) in the Long Term Rate Mode or the
REPS Mode, is the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date. Except as provided
below under "Floating Interest Rates," if any Interest Payment Date would
otherwise be a day that is not a Business Day, such Interest Payment Date will
be postponed to the next succeeding Business Day, and no interest will accrue on
such payment for the period from and after such Interest Payment Date to the
date of such payment on the next succeeding Business Day. Interest on this Note
while bearing interest in the Commercial Paper Term Mode or at a floating
interest rate during a Long Term Rate Period or a REPS Rate Period will be
computed on the basis of actual days elapsed over 360; PROVIDED that, if an
applicable Interest Rate Basis is the CMT Rate or Treasury Rate (each as defined
below), interest will be computed on the basis of actual days elapsed over the
actual number of days in the year. Interest on this Note while bearing interest
in the Long Term Rate Mode or the REPS Mode will be computed on the basis of a
year of 360 days consisting of twelve 30-day months. Interest on this Note while
bearing interest at the Initial Interest Rate will be computed on the basis of a
year of 360 days consisting of twelve 30-day months.

         Payment of the principal of (and premium, if any) and any such interest
on this Note shall be made in immediately available funds at the office or
agency of the Company maintained for that purpose in the City of New York in the
State of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and in Annex A hereto, which further provisions
shall for all purposes have the same effect as if set forth at this place.

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

<PAGE>

         IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY has caused this instrument
to be duly executed.

Dated:  August 21, 2000

TRUSTEE'S CERTIFICATE                             TAMPA ELECTRIC COMPANY
OF AUTHENTICATION
This is one of the series
designated therein referred                       By:    /s/ ROBERT D. FAGAN
                                                     --------------------------
               Name:
                    Sandra W. Callahan
to in the within-mentioned                        Name:  Robert D. Fagan
               Title:
               Vice President - Treasurer         Title: Chairman of the Board
Indenture.                                               and Chief Executive
                                                         Officer
THE BANK OF NEW YORK,
as Authenticating Agent for the Trustee           [SEAL]

By: /s/ JAMES HALL
   ---------------------------------
       Authorized signatory

[SEAL]


<PAGE>

 (REVERSE OF NOTE)

TAMPA ELECTRIC COMPANY

7 3/8%REset Put Securities Due 2015

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "NOTES"), issued and to be issued under an Indenture
dated as of July 1, 1998, as supplemented by the Second Supplemental Indenture,
dated as of August 15, 2000 (as previously supplemented by the First
Supplemental Indenture dated July 15, 1998, and as further amended or
supplemented, the "INDENTURE"), between the Company and The Bank of New York, as
trustee (the "TRUSTEE", which term includes any successor Trustee under the
Indenture), to which Indenture 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 Securities and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the securities of the series designated on the face hereof, limited in
aggregate principal amount to $150,000,000.

                                   DEFINITIONS

         The following terms, as used herein, have the following meanings unless
the context or use clearly indicates another or different meaning or intent:

         "APPLICABLE SPREAD" shall mean the lowest bid indication, expressed as
a spread (in the form of a percentage or in basis points) above the Base Rate,
obtained by the Callholder on the applicable Determination Date from the bids
quoted by up to five Reference Corporate Dealers for the full aggregate
outstanding principal amount of the Notes at the Dollar Price, but assuming (i)
an issue date equal to the applicable REPS Remarketing Date, with settlement on
such date without accrued interest, (ii) a maturity date equal to the next
succeeding Interest Rate Adjustment Date of the Notes, (iii) a stated annual
interest rate, payable semiannually on each Interest Payment Date, equal to the
Base Rate plus the spread bid by the applicable Reference Corporate Dealer, and
(iv) the benefit of any credit support provided by the Company, if the Company
elects to provide credit support. If fewer than five Reference Corporate Dealers
bid as described above, then the Applicable Spread shall be the lowest of such
bid indications obtained as described above. The REPS Coupon Reset Rate
announced by the Callholder, absent manifest error, shall be binding and
conclusive upon the Beneficial Owners and holders of the Notes, the Company and
the Trustee.

         "BASE RATE" shall mean the interest rate established by the Callholder,
after consultation with the Company, as the applicable "base rate" at or prior
to the commencement of the REPS Mode and set forth in Annex A hereto.

         "BENEFICIAL OWNER" shall mean, if this Note is in book-entry form, the
Person who acquires an interest in the Note, which is reflected on the records
of Depositary through its participants.

         "BOND EQUIVALENT YIELD" shall have the meaning set forth under
"Treasury Rate" below.

         "BUSINESS DAY" shall mean any day other than a Saturday or Sunday that
is (a) neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulations to close (x) in the City of New
York or (y) for Notes denominated in a specified currency other than U.S.
dollars,

<PAGE>

Australian dollars or Euro, in the principal financial center of the country of
the specified currency or (z) for Notes denominated in Australian dollars, in
Sydney and (b) for Notes denominated in Euro, that is also a day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer System,
commonly referred to as "TARGET", is operating.

         "CALCULATION AGENT" shall mean, if this Note bears interest at a
floating rate, an entity selected by the Company that will determine the
interest rate in effect for each Interest Reset Period of this Note subsequent
to the initial Interest Reset Date.

         "CALCULATION DATE" shall have the meaning set forth under "FLOATING
INTEREST RATES" below.

         "CALLHOLDER" shall mean the remarketing agent granted the option under
a REPS Remarketing Agreement to purchase this Note in the REPS Mode and
subsequently remarket the repurchased Note at a REPS Coupon Reset Rate.

         "CD RATE" shall have the meaning set forth under "FLOATING INTEREST
RATES" below.

         "CMT RATE" shall have the meaning set forth under "FLOATING INTEREST
RATES" below.

         "COMMERCIAL PAPER TERM MODE" shall mean the Interest Rate Mode in which
the interest rate on this Note is reset on a periodic basis that shall not be
less than one calendar day nor more than 364 consecutive calendar days and
interest is paid as provided for such Interest Rate Mode as set forth herein.

         "COMMERCIAL PAPER TERM PERIOD" shall mean the Interest Rate Period for
this Note in the Commercial Paper Term Mode that is a period of not less than
one nor more than 364 consecutive calendar days, as determined by the Company
(as described below under "CONVERSION") or, if not so determined, by the
Remarketing Agent for this Note (in its best judgment in order to obtain the
lowest interest cost for such Note). Each Commercial Paper Term Period will
commence on the Interest Rate Adjustment Date therefor and end on the day
preceding the date specified by such Remarketing Agent as the first day of the
next Interest Rate Period for this Note. The interest rate for any Commercial
Paper Term Period relating to this Note will be determined not later than 11:50
a.m., New York City time, on the Interest Rate Adjustment Date for this Note,
which is the first day of each Interest Period for this Note.

         "COMPARABLE TREASURY ISSUES" shall mean the United States Treasury
security or securities selected by the Callholder as having an actual or
interpolated maturity or maturities comparable or applicable to the remaining
term to the next succeeding Interest Rate Adjustment Date of the Notes being
purchased, except that for the purposes of determining the initial REPS Coupon
Reset Rate, Comparable Treasury Issues shall mean the United States Treasury
security or securities selected by the Callholder as being the current
on-the-run ten year United States Treasury security.

         "COMPARABLE TREASURY PRICE" shall mean, with respect to a REPS
Remarketing Date, (a) the offer prices for the Comparable Treasury Issues
(expressed in each case as a percentage of its principal amount) at 11:00 a.m.
on the Determination Date, as set forth on Telerate Page 500 (or such other page
as may replace Telerate Page 500) or (b) if such page (or any successor page) is
not displayed or does not contain such offer prices on such Determination Date,
(i) the average of the Reference Treasury Dealer Quotations for such REPS
Remarketing Date, after excluding the highest and lowest of such

<PAGE>

Reference Treasury Dealer Quotations, or (ii) if the applicable Callholder
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such Reference Treasury Dealer Quotations. "TELERATE PAGE 500" shall mean
the display designated as "Telerate Page 500" on Dow Jones Markets (or such
other page as may replace Telerate Page 500 on such service) or such other
service displaying the offer prices specified in (a) above as may replace Dow
Jones Markets.

         "DEPOSITARY" shall mean The Depository Trust Company or any successor
depositary.

         "DESIGNATED CMT TELERATE PAGE" shall mean the display on the Dow Jones
Markets (or any successor service) on the page specified in the applicable
Floating Interest Rate Notice (or any other page as may replace such page on
such 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 in the
applicable Floating Interest Rate Notice, the page shall be 7052 for the most
recent week.

         "DESIGNATED CMT MATURITY INDEX" shall mean the original period to
maturity of the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20
or 30 years) specified in the applicable Floating Interest Rate Notice with
respect to which the CMT Rate will be calculated. If no such maturity is
specified in the applicable Floating Interest Rate Notice, the Designated CMT
Maturity Index shall be 2 years.

         "DESIGNATED LIBOR PAGE" shall mean (a) if "LIBOR Reuters" is specified
in the applicable Floating Interest Rate Notice, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London interbank
rates of major banks for the applicable Index Currency, or (b) if "LIBOR
Telerate" is specified in the applicable Floating Interest Rate Notice, the
display on the Bridge Telerate, Inc. (or any successor service) on the page
specified in the applicable Floating Interest Rate Notice (or any other page as
may replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.

         "DETERMINATION DATE" shall mean the third Business Day immediately
preceding the applicable REPS Remarketing Date.

         "DOLLAR PRICE" shall mean the present value determined by the
Callholder, as of the applicable REPS Remarketing Date, of the Remaining
Scheduled Payments discounted to such REPS Remarketing Date, on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate.

         "DTC PARTICIPANT" shall mean an account maintained by an institution
with the Depositary through which securities are held by such institution and
accounted for by a book-entry registration and transfer system.

         "FEDERAL FUNDS RATE" shall have the meaning set forth under "FLOATING
INTEREST RATES" below.

         "FLOATING INTEREST RATE NOTICE" shall mean the notice described under
"FLOATING INTEREST RATES" below, which is to be provided by the Company to the
Trustee and the Remarketing Agent in the event the Company elects to apply a
floating interest rate to this Note.

         "FLOATING RATE MAXIMUM INTEREST RATE" and "FLOATING RATE MINIMUM
INTEREST RATE" have the respective meanings specified under "Floating Interest
Rates" below.

<PAGE>

         "H.15 (519)" shall mean "Statistical Release H.15(519), Selected
Interest Rates" published by the Board of Governors of the Federal Reserve
System or any successor publication.

         "INDEX CURRENCY" shall mean the currency or composite currency
specified in the applicable Floating Interest Rate Notice as to which LIBOR will
be calculated. If no such currency or composite currency is specified in the
applicable Floating Interest Rate Notice, the Index Currency will be United
States dollars.

         "INDEX MATURITY" shall mean the period to maturity of the instrument or
obligation with respect to which the related Interest Rate Basis or Bases will
be calculated.

         "INITIAL INTEREST RATE" shall mean the annual rate of interest
applicable to this Note during the Initial Interest Rate Period as set forth on
Annex A hereto.

         "INITIAL INTEREST RATE PERIOD" shall mean the period from the Original
Issuance Date to, but excluding, the Initial REPS Remarketing Date.

         "INITIAL CALLHOLDER" means the Callholder with the option to purchase
this Note on the Initial REPS Remarketing Date, the identity of which Initial
Callholder is set forth in Annex A hereto.

         "INITIAL REPS REMARKETING DATE" shall mean the date designated by the
Initial Callholder, after consultation with the Company, upon which the Initial
Callholder may, if it has so elected, remarket this Note at the REPS Coupon
Reset Rate, which date is set forth in Annex A hereto.

         "INTEREST DETERMINATION DATE" shall have the meaning specified under
"FLOATING INTEREST RATES" below.

         "INTEREST PAYMENT DATE" shall mean the date on which interest on this
Note is paid, which date(s) shall be set forth in Annex A hereto.

         "INTEREST RATE ADJUSTMENT DATE" shall mean (i) for a particular
Interest Rate Period in any Interest Rate Mode, each date, which shall be a
Business Day, on which interest and, in the case of a floating interest rate,
the Spread (if any) and the Spread Multiplier (if any) on this Note subject
thereto commences to accrue at the rate determined and announced by the
applicable Remarketing Agent for such Interest Rate Period, and (ii) during the
Initial Interest Rate Period, the Original Issue Date.

         "INTEREST RATE BASIS" shall mean the interest rate or interest rate
formula to be referenced in determining a floating interest rate, as described
under "Floating Interest Rates" below.

         "INTEREST RATE MODE" shall mean the mode in which the interest rate on
a Note is being determined, I.E., the Commercial Paper Term Mode, the Long Term
Rate Mode or the REPS Mode.

         "INTEREST RATE PERIOD" shall mean (a) if this Note is in the Commercial
Paper Mode or Long Term Rate Mode, the period of time commencing on the Interest
Rate Adjustment Date and extending either (i) to, but not including, the
immediately succeeding Interest Rate Adjustment Date or (ii), if there is no
succeeding Interest Rate Adjustment date, to, but excluding, the Stated
Maturity, and during which this Note bears interest at a particular fixed
interest rate or floating interest rate; and (b) if this Note is in a REPS Mode,
the REPS Rate Period.

         "INTEREST RESET DATE" and "INTEREST RESET PERIOD" have the respective
meanings specified under

<PAGE>

"FLOATING INTEREST RATES" below.

         "LONDON BUSINESS DAY" shall mean any day on which dealings in deposits
in the relevant index currency are transacted in the London interbank market.

         "LIBOR" shall have the meaning specified under "FLOATING INTEREST
RATES" below.

         "LONG TERM RATE MODE" shall mean the Interest Rate Mode in which the
interest rate on this Note is reset in a Long Term Rate Period and interest is
paid as provided for such Interest Rate Mode as set forth herein.

         "LONG TERM RATE PERIOD" shall mean any period of more than 364 days and
not exceeding the remaining term to the Stated Maturity of this Note.

         "NOTIFICATION DATE" shall mean a Business Day not later than five
Business Days prior to the applicable REPS Remarketing Date.

         "OPTIONAL REDEMPTION" shall mean the redemption of this Note prior to
its maturity at the option of the Company as described herein.

          "OPTIONAL REDEMPTION PRICE" shall mean, at any given time, the greater
of either (i) 100% of the principal amount of this Note or (ii) the Dollar Price
plus in either case accrued and unpaid interest from the REPS Remarketing Date
on the principal amount being redeemed to the date of redemption.

         "ORIGINAL ISSUE DATE" shall have the meaning set forth on the face
hereof.

         "PRIME RATE" shall have the meaning specified under "FLOATING INTEREST
RATES" below.

         "REFERENCE CORPORATE DEALERS" shall mean such Reference Corporate
Dealers as shall be appointed by the Callholder after consultation with the
Company and each to be set forth in Annex A hereto.

         "REFERENCE TREASURY DEALERS" shall mean such Reference Treasury Dealers
as shall be appointed by the Callholder after consultation with the Company and
each to be set forth in Annex A hereto.

         "REFERENCE TREASURY DEALER QUOTATION" shall mean, with respect to each
Reference Treasury Dealer and the REPS Remarketing Date, the offer prices for
the Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted in writing to the Callholder by such Reference Treasury
Dealer by 3:30 p.m., New York City time, on the Determination Date.

         "REMAINING SCHEDULED PAYMENTS" shall mean the remaining scheduled
payments of the principal thereof and interest thereon, calculated at the Base
Rate only, that would be due after the REPS Remarketing Date to and including
the next succeeding Interest Rate Adjustment Date.

         "REMARKETING AGENT" shall mean such agent or agents, including any
standby remarketing agent (each a "STANDBY REMARKETING AGENT"), as the Company
may appoint from time to time for the purpose of remarketing of this Note, as
set forth in the remarketing agreement that the Company shall enter into prior
to the remarketing of such Notes.

         "REPS COUPON RESET RATE" shall mean the rate equal to the Base Rate
established by a

<PAGE>

Callholder, after consultation with the Company, at or prior to the commencement
of the applicable REPS Mode, plus the Applicable Spread, which will be based on
the Dollar Price.

         "REPS MODE" shall mean the Interest Rate Mode in which this Note shall
bear interest and be subject to remarketing as "REset Put Securities."

         "REPS PERIOD" shall mean, if this Note is remarketed by the Initial
Callholder on the Initial REPS Remarketing Date, that portion of the REPS Rate
Period commencing on the Initial REPS Remarketing Date up to, but excluding, the
next succeeding Interest Rate Adjustment Date. The REPS Period is set forth in
Annex A hereto.

         "REPS RATE PERIOD" shall mean an Interest Rate Period for this Note if
in a REPS Mode established by the Company as a period of more than 364 days and
less than the remaining term to the Stated Maturity of such Note; PROVIDED,
HOWEVER, that such Interest Rate Period must end on the day prior to an Interest
Payment Date for such Note. The REPS Rate Period shall consist of the period to
and excluding the REPS Remarketing Date and the period from and including the
REPS Remarketing Date to, but excluding, the next succeeding Interest Rate
Adjustment Date.

         "REPS REMARKETING AGREEMENT" shall mean the agreement by and between
the Company and the Callholder dated as of the date commencing the applicable
REPS Rate Period which sets forth the rights and obligations of the Company and
the Callholder with respect to the remarketing of Notes in the REPS Mode.

         "REPS REMARKETING DATE" shall mean the date designated by the
Callholder, after consultation with the Company, upon which the Callholder may
elect to remarket this Note at the REPS Coupon Reset Rate.

         "REUTERS SCREEN U.S. PRIME 1 PAGE" shall mean the display designated as
page "U.S. PRIME 1" on the Reuters Monitor Money Rates Service (or any successor
service) on the U.S. PRIME 1 Page (or such other page as may replace the U.S.
PRIME 1 Page on such service) for the purpose of displaying prime rates or base
lending rates of major United States banks.

         "SPECIAL INTEREST RATE" shall have the meaning set forth below under
subsection (d) of "INTEREST RATE."

         "SPECIAL MANDATORY PURCHASE" shall mean the obligation of the Company
to purchase Notes not successfully remarketed by the Remarketing Agent and the
applicable Standby Remarketing Agent(s) by 3:00 p.m., New York City time, on any
Interest Rate Adjustment Date.

         "SPREAD" shall mean the number of basis points to be added to or
subtracted from the related Interest Rate Basis or Bases applicable to an
Interest Rate Period for such Note.

         "SPREAD MULTIPLIER" shall mean the percentage of the related Interest
Rate Basis or Bases applicable to an Interest Rate Period by which such Interest
Rate Basis or Bases will be multiplied to determine the applicable interest rate
from time to time for an Interest Rate Period.

         "STATED MATURITY" shall mean September 1, 2015.

         "TREASURY BILLS" shall have the meaning specified under "FLOATING
INTEREST RATES" below.

<PAGE>

         "TREASURY RATE" shall have the meaning specified under "FLOATING
INTEREST RATES" below, except that with respect to the Initial REPS Remarketing
Date, "Treasury Rate" shall mean the rate per annum equal to the semi-annual
equivalent yield to maturity or interpolated (on a day count basis) yield to
maturity of the Comparable Treasury Issues, assuming a price for the Comparable
Treasury Issues (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the Initial REPS Remarketing Date.

         "WEEKLY RATE PERIOD" is a Commercial Paper Term Period and will be a
period of seven days commencing on any Interest Rate Adjustment Date and ending
on the day preceding the first day of the next Interest Rate Period for such
Note.

                                  INTEREST RATE

         (a) INITIAL INTEREST RATE. This Note will bear interest at the rate per
annum (assuming a 360-day year consisting of twelve 30-day months) during the
Initial Interest Rate Period identified as the Initial Interest Rate in Annex A
hereto.

         (b) SUBSEQUENT INTEREST RATES.(i) If the Initial Callholder elects to
purchase this Note as described herein, this Note will be subject to mandatory
tender to the Initial Callholder on the Initial REPS Remarketing Date, except in
the limited circumstances described herein, and will, for the REPS Period bear
interest at the REPS Coupon Reset Rate as defined herein and which will be set
forth in Annex A hereto.

                  (ii) If the Initial Callholder does not purchase this Note on
the Initial REPS Remarketing Date, this Note automatically will be subject to
mandatory tender at 100% of the principal amount thereof for redemption on such
date by the Company or for remarketing on such date by a Remarketing Agent in a
Commercial Paper Term Mode, a Long Term Rate Mode or a new REPS Mode and will
bear interest at a rate and for a period set forth in Annex A hereto.

                  (iii) The interest rate and, in the case of a floating
interest rate, the Spread (if any) and the Spread Multiplier (if any) for this
Note will be announced by the applicable Remarketing Agent on or prior to the
Interest Rate Adjustment Date for the next succeeding Interest Rate Period, and
will be the minimum interest rate per annum and, in the case of a floating
interest rate, the Spread (if any) and the Spread Multiplier (if any) necessary,
during the Interest Rate Period commencing on such Interest Rate Adjustment
Date, in the judgement of the Remarketing Agent, to produce a par bid in the
secondary market for this Note on the date the interest rate is established.
Such rate will be effective for the next succeeding Interest Rate Period for
this Note commencing on such Interest Rate Adjustment Date.

         (c) FLOATING INTEREST RATES. The provisions governing floating interest
rates for this Note appear below under "FLOATING INTEREST RATES."

         (d) FAILURE OF REMARKETING AGENT OR AGENTS TO ANNOUNCE INTEREST. In the
event that (i) the applicable Remarketing Agent has been removed or has resigned
and no successor has been appointed, or (ii) such Remarketing Agent has failed
to announce the appropriate interest rate, Spread (if any) or Spread Multiplier
(if any), as the case may be, on the Interest Rate Adjustment Date of this Note
for whatever reason, or (iii) the appropriate interest rate, Spread (if any), or
Spread Multiplier (if any), as the case may be, or Interest Rate Period cannot
be determined for this Note for whatever reason, then the next succeeding
Interest Rate Period for this Note will be automatically converted to a Weekly
Rate Period, and the rate of interest thereon will be equal to the Federal Funds
Rate (the "SPECIAL INTEREST

<PAGE>

RATE").

         (e) NOTICE OF INTEREST RATE; BINDING EFFECT. After any Interest Rate
Adjustment Date of this Note, the Remarketing Agent or the Callholder, as the
case may be, will notify the Company and the Trustee of the interest rate,
Spread (if any) and the Spread Multiplier (if any). Immediately upon receipt of
such notice, the Trustee will transmit such information to the Depositary in
accordance with the Depositary's procedures as in effect from time to time and
note such rate in Annex A. The Trustee shall confirm to the Depositary the
interest rate for the following Interest Rate Period in accordance with the
Depositary's procedures as in effect from time to time. Any Beneficial Owner may
contact the Trustee or the Remarketing Agent in order to be advised of the
interest rate applicable to such Beneficial Owner's remarketed Notes. No notice
of the applicable interest rate will be sent to Beneficial Owners.

         The interest rate and other terms announced by the Remarketing Agent,
absent manifest error, will be binding and conclusive upon the Beneficial
Owners, the Company and the Trustee.

         (f) CONVERSION. This Note may be converted at the option of the Company
to the Commercial Paper Term Mode, Long Term Rate Mode or REPS Mode on any
Interest Rate Adjustment Date for this Note in accordance with the procedures
set forth in the Indenture, and will be subject to mandatory tender by the
Beneficial Owner thereof as described herein on such Interest Rate Adjustment
Date. The Beneficial Owner of this Note will be deemed to have automatically
tendered for purchase such Note on each Interest Rate Adjustment Date upon which
such conversion occurs and will not be entitled to further accrual of interest
on this Note after such date.

                                     TENDER

         This Note will be automatically tendered for purchase, or deemed
tendered for purchase, on each Interest Rate Adjustment Date relating hereto.
Notes will be purchased on such Interest Rate Adjustment Date in accordance with
the procedures set forth in "REMARKETING AND SETTLEMENT" or, as the case may be,
"REPS MODE" below.

                           REMARKETING AND SETTLEMENT

         INTEREST RATE ADJUSTMENT DATE; DETERMINATION OF INTEREST RATE. By 11:00
a.m., New York City time, on the Interest Rate Adjustment Date for this Note,
the applicable Remarketing Agent will determine the interest rate for such Note
being remarketed to the nearest one hundred thousandth (0.00001) of one percent
per annum for the next Interest Rate Period in the case of a fixed interest
rate, and the Spread (if any) and Spread Multiplier (if any) in the case of a
floating interest rate; PROVIDED, that between 11:00 a.m., New York City time,
and 11:50 a.m., New York City time, the Remarketing Agent and the Standby
Remarketing Agent, if any, will use their reasonable efforts to determine the
interest rate for this Note if it is not successfully remarketed as of the
applicable deadline specified in this paragraph. In determining the applicable
interest rate for this Note and other terms, such Remarketing Agent will, after
taking into account market conditions as reflected in the prevailing yields on
fixed and variable rate taxable debt securities, (i) consider the principal
amount of all Notes tendered or to be tendered on such date and the principal
amount of such Notes prospective purchasers are or may be willing to purchase
and (ii) contact, by telephone or otherwise, prospective purchasers and
ascertain the interest rates therefor at which they would be willing to hold or
purchase such Notes.

         NOTIFICATION OF RESULTS; SETTLEMENT. By 12:30 p.m., New York City time,
on the Interest Rate Adjustment Date of this Note, the applicable Remarketing
Agent will notify the Company and the

<PAGE>

Trustee in writing (which may include facsimile or other electronic
transmission), of (i) the interest rate or, in the case of a floating interest
rate, the initial interest rate, the Spread and Spread Multiplier and the
initial Interest Reset Date, applicable to this Note for the next Interest Rate
Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates
if this Notes is in the Commercial Paper Term Mode (if other than the Interest
Rate Adjustment Date), the Long Term Rate Mode or the REPS Mode, (iv) the
optional redemption terms, if any, and early remarketing terms, if any, in the
case of a remarketing into a Long Term Rate Period, (v) the aggregate principal
amount of all tendered Notes and (vi) the aggregate principal amount of such
tendered Notes that such Remarketing Agent was able to remarket, at a price
equal to 100% of the principal amount thereof plus accrued interest, if any.
Immediately after receiving such notice and, in any case, not later than 1:30
p.m., New York City time, the Trustee will transmit such information and any
other settlement information required by the Depositary to the Depositary in
accordance with the Depositary's procedures as in effect from time to time.

         By telephone at approximately 1:00 p.m., New York City time, on such
Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each
purchaser of this Note (or the DTC Participant of each such purchaser who it is
expected in turn will advise such purchaser) of the principal amount of such
Notes that such purchaser is to purchase.

         Each purchaser of this Note in a remarketing will be required to give
instructions to its DTC Participant to pay the purchase price therefor in same
day funds to the applicable Remarketing Agent against delivery of the principal
amount of this Note by book-entry through the Depositary by 3:00 p.m., New York
City time, on the Interest Rate Adjustment Date.

         When tendered, or deemed tendered, this Note will be automatically
delivered to the account of the Trustee (or such other account meeting the
requirements of the Depositary's procedures as in effect from time to time), by
book-entry through the Depositary against payment of the purchase price or
redemption price therefor, on the Interest Rate Adjustment Date relating
thereto.

         The applicable Remarketing Agent will make, or cause the Trustee to
make, payment to the DTC participant of each tendering Beneficial Owner of Notes
subject to a remarketing, by book-entry through the Depositary by the close of
business on the Interest Rate Adjustment Date against delivery through the
Depositary of such Beneficial Owner's tendered Notes, of the purchase price for
tendered Notes that have been sold in the remarketing. If this Note was
purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds
from the Company or, if applicable, an institution providing credit support, as
the case may be, the Trustee will make such payment of the purchase price of
this Notes plus accrued interest, if any, to such date.

         The transactions described above for a remarketing of this Note will be
executed on the Interest Rate Adjustment Date for this Note through the
Depositary in accordance with the procedures of the Depositary, and the accounts
of the respective DTC Participants will be debited and credited and such Notes
delivered by book-entry as necessary to effect the purchases and sales thereof,
in each case as determined in the related remarketing.

         Except as otherwise set forth below, this Note when tendered in a
remarketing will be purchased solely out of the proceeds received from
purchasers of this Note in such remarketing, and none of the Trustee, the
applicable Remarketing Agent, any Standby Remarketing Agent or the Company will
be obligated to provide funds to make payment upon any Beneficial Owner's tender
in a remarketing.

         Although tendered Notes will be subject to purchase by a Remarketing
Agent in a remarketing,

<PAGE>

such Remarketing Agent and any Standby Remarketing Agent will not be obligated
to purchase any such Notes.

         The settlement and remarketing procedures described above, including
provisions for payment by purchasers of tendered Notes or for payment to selling
Beneficial Owners of tendered Notes, may be modified to the extent required by
the Depositary. In addition, each Remarketing Agent may, in accordance with the
terms of the Indenture, modify the settlement and remarketing procedures set
forth above in order to facilitate the settlement and remarketing process.

         As long as the Depositary's nominee holds the certificates representing
this Note in the book-entry system of the Depositary, no certificates for this
Note will be delivered by any selling Beneficial Owner to reflect any transfer
of Notes effected in any remarketing.

         FAILED REMARKETING. If on any Interest Rate Adjustment Date for this
Note the applicable Remarketing Agent and applicable Standby Remarketing
Agent(s) have not successfully remarketed this Note, it will be subject to
Special Mandatory Purchase by the Company, as described under "REDEMPTION AND
ACCELERATION - Special Mandatory Purchase" below.

                              TRANSFER OR EXCHANGE

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

         The Notes are issuable only in registered form without coupons and,
except for such Notes issued in book-entry form, only in denominations of
$100,000 and any integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, this Note is exchangeable for
a like aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

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

                           REDEMPTION AND ACCELERATION

         SPECIAL MANDATORY PURCHASE. Subject to certain exceptions, if on any
Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent
and applicable Standby Remarketing Agent(s) have not remarketed all the Notes,
Notes that have not been remarketed are subject to Special Mandatory

<PAGE>

Purchase by the Company. The Company shall be obligated to pay all accrued and
unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment
Date. Payment of the principal amount of unremarketed Notes by the Company, and
payment of accrued and unpaid interest, if any, by the Company, will be made by
deposit of same-day funds with the Trustee (or such other account meeting the
requirements of the Depositary's procedures as in effect from time to time)
irrevocably in trust for the benefit of the Beneficial Owners of Notes subject
to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest
Rate Adjustment Date.

         Failure by the Company to purchase this Note pursuant to a Special
Mandatory Purchase will constitute an Event of Default under the Indenture in
which event the date of such failure shall constitute a date of Maturity for
this Note and the principal thereof may be declared due and payable in the
manner and with the effect provided in the Indenture. Following such failure to
pay pursuant to a Special Mandatory Purchase, this Note will bear interest at
the Special Interest Rate as provided above "INTEREST RATE."

         OPTIONAL REDEMPTION ON ANY INTEREST RATE ADJUSTMENT DATE. This Note is
subject to redemption at the option of the Company in whole or in part on any
Interest Rate Adjustment Date relating thereto without notice to the holders
thereof at a redemption price equal to 100% of the principal amount set forth in
Annex A hereto.

         REDEMPTION WHILE THIS NOTE IS IN THE LONG TERM RATE MODE. If this Note
is in the Long Term Rate Mode, it is subject to redemption at the option of the
Company at the times and upon the terms specified at the time of conversion to
or within such Long Term Rate Mode as set forth in Annex A hereto.

         Notice of redemption shall be given by mail to the registered owner of
this Note, not less than 30 nor more than 60 days prior to the Redemption Date,
all as provided in the Indenture. The Company shall not be required to (a)
issue, register the transfer of or exchange Notes of this series during a period
beginning at the opening of business 15 days before the day of the mailing of
the relevant notice of redemption and ending at the close of business on the day
of such mailing or (b) register the transfer of or exchange any Notes selected
for redemption, in whole or in part, except the unredeemed portion of any Note
being redeemed in part.

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

         ALLOCATION. Except in the case of a Special Mandatory Purchase, if this
Note is to be redeemed in part, the Depositary, after receiving notice of
redemption specifying the aggregate principal amount of this Note to be so
redeemed, will determine by lot (or otherwise in accordance with the procedures
of the Depositary) the principal amount this Note to be redeemed from the
account of each DTC Participant. After making its determination as described
above, the Depositary will give notice of such determination to each DTC
Participant from whose account this Notes is to be redeemed. Each such DTC
Participant, upon receipt of such notice will in turn determine the principal
amount of this Note to be redeemed from the accounts of the Beneficial Owners of
this Note for which it serves as DTC Participant, and give notice of such
determination to the Remarketing Agent.

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

<PAGE>

the Indenture.

                                    REPS MODE

         Notwithstanding anything herein to the contrary, the provisions of this
section shall apply to this Note when it is in a REPS Mode and shall supersede
any conflicting provisions of general applicability contained elsewhere herein,
during the period from, and including, the commencement of a REPS Rate Period
to, but excluding, the next succeeding Interest Rate Adjustment Date (or, if the
Callholder does not elect to purchase this Note on the applicable REPS
Remarketing Date designated for such REPS Mode or if after electing to so
purchase this Note the Callholder fails to so purchase this Note for any reason,
to the REPS Remarketing Date). During the period in which this Note is in a REPS
Mode, this Note shall bear interest and be subject to remarketing by the
applicable Callholder designated by the Company as described herein and
identified in Annex A hereto.

         With respect to this Note in the REPS Rate Period commencing on the
Original Issue Date, references herein to (i) the Callholder and REPS
Remarketing Date shall mean the Initial Callholder and the Initial REPS
Remarketing Date and (ii) the Interest Rate Adjustment Date on which the REPS
Rate Period commences shall mean the Original Issue Date.

         (a) INTEREST TO REPS REMARKETING DATE. The Interest Rate Period for
this Note in the REPS Mode will be established by the Company (as described
under "INTEREST RATE" above) as a period of more than 364 days and not exceeding
the remaining term to the Stated Maturity of this Note; PROVIDED, HOWEVER, that
such Interest Rate Period must end on the day prior to an Interest Payment Date
for this Note. A REPS Rate Period shall consist of the period to and excluding
the REPS Remarketing Date and the period from and including the REPS Remarketing
Date to but excluding the next succeeding Interest Rate Adjustment Date (set
forth in Annex A hereto), or, if the Remarketing Agent does not purchase the
Notes thereon, the Interest Rate Adjustment Date. The interest rate and, in the
case of a floating interest rate, the Spread (if any), and the Spread Multiplier
(if any), to the REPS Remarketing Date for this Note if it is in the REPS Mode
will be determined not later than 11:50 a.m., New York City time, on the
Interest Rate Adjustment Date of this Note, which for the REPS Mode is the first
day of each Interest Rate Period for this Note. Such interest rate will be the
minimum rate of interest and, in the case of a floating interest rate, Spread
(if any) and Spread Multiplier (if any) necessary in the judgment of such
Callholder to produce a par bid in the secondary market for this Note on the
date the interest is established. The designated REPS Remarketing Date shall be
an Interest Payment Date within such Interest Rate Period.

         (b) MANDATORY TENDER. Provided that the Callholder gives notice to the
Company and the Trustee on or before the Notification Date of its intention to
purchase the Notes for remarketing, this Note will be automatically tendered to
such Callholder for purchase on the applicable REPS Remarketing Date, except in
the circumstances described under "Conversion or Redemption" below. The purchase
price for the tendered Notes to be paid by the Callholder will be equal to 100%
of the aggregate principal amount thereof. When this Note is tendered to the
Callholder for remarketing, the Callholder may remarket the Note for its own
account at varying prices to be determined by the Callholder at the time of each
sale. If the Callholder elects to remarket the Note, the obligation of the
Callholder to purchase the Note on the REPS Remarketing Date is subject to
certain condition including no material adverse change in the condition of the
Company and its subsidiaries, considered as one enterprise, shall have occurred
and that no Event of Default (as defined in the Indenture), or any event which,
with the giving of notice or passage of time, or both, would constitute an Event
of Default, with respect to this Note shall have occurred and be continuing.

<PAGE>

         (c) REMARKETING; REPS COUPON RESET RATE. The REPS Coupon Reset Rate
will be determined by the Callholder by 3:30 p.m., New York City time, on the
Determination Date to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and will be equal to the sum of the Base Rate and the
Applicable Spread, which will be based on the Dollar Price of the Notes as of
the REPS Remarketing Date.

         (d) NOTIFICATION OF RESULTS; SETTLEMENT. Provided the Callholder has
previously notified the Company and the Trustee on the Notification Date of its
intention to purchase all tendered Notes on the REPS Remarketing Date, the
Callholder will notify the Company, the Trustee and the Depositary by telephone,
confirmed in writing, by 4:00 p.m., New York City time, on the Determination
Date, of the REPS Coupon Reset Rate.

         If the Callholder does not elect to purchase this Note for remarketing
on the REPS Remarketing Date or if the Callholder gives notice of its election
to remarket this Note but for any reason does not purchase all tendered Notes on
the REPS Remarketing Date, then this Note will be subject to remarketing on such
date by a Remarketing Agent appointed by the Company in the Commercial Paper
Term Mode or the Long Term Rate Mode or a new REPS Mode established by the
Company; PROVIDED that, in such case, the notice period required for conversion
shall be the lesser of ten (10) days and the period commencing the date that the
Callholder notifies the Company that it will not purchase the Notes for
remarketing on the REPS Remarketing Date or fails to so purchase, as the case
may be.

         The tendered Note will be automatically delivered to the account of the
Trustee, by book-entry through the Depositary pending payment of the purchase
price therefor, on the applicable REPS Remarketing Date.

         The Callholder will make or cause the Trustee to make payment to the
Participant of each tendering Beneficial Owner of Notes, by book-entry through
the Depositary by the close of business on the REPS Remarketing Date against
delivery through the Depositary by the close of business on the REPS Remarketing
Date of such Beneficial Owner's tendered Notes.

         The transactions described above will be executed on the REPS
Remarketing Date through the Depositary in accordance with the procedures of the
Depositary, and the accounts of the respective DTC Participants will be debited
and credited and the Notes delivered by book-entry as necessary to effect the
purchases and sales thereof.

         Transactions involving the sale and purchase of the Notes remarketed by
a Callholder on or after a REPS Remarketing Date will settle in immediately
available funds through the Depositary's Same-Day Funds Settlement System.

         The tender and settlement procedures described above, including
provisions for payment by purchasers of Notes in the remarketing or for payment
to selling Beneficial Owners of tendered Notes, may be modified, notwithstanding
any contrary terms of the Indenture, to the extent required by the Depositary
or, if the book-entry system is no longer available this Note at the time of the
remarketing, to the extent required to facilitate the tendering and remarketing
of this Note in certificated form. In addition, the Callholder may,
notwithstanding any contrary terms of the Indenture, modify the settlement
procedures set forth above in order to facilitate the settlement process.

         As long as the Depositary's nominee holds the certificates representing
any Notes in the book-entry system of the Depositary, no certificates for this
Note will be delivered by any selling

<PAGE>

Beneficial Owner to reflect any transfer of such Notes effected in the
remarketing. In addition, under the terms of this Note, the Company has agreed
that, notwithstanding any provision to the contrary set forth in the Indenture,
(a) it will use reasonable commercial efforts to maintain this Note in
book-entry form with the Depositary or any successor thereto and to appoint a
successor depositary to the extent necessary to maintain this Note in book-entry
form and (b) it will waive any discretionary right it otherwise has under the
Indenture to cause this Note to be issued in certificated form.

         (e) CONVERSION OR REDEMPTION. If the Callholder elects to remarket the
Notes on the REPS Remarketing Date, this Note will be subject to mandatory
tender to the Callholder for remarketing on such date, subject to the Company's
right to convert the Note to a new Interest Rate Mode or to redeem the Note from
the Callholder, in each case as described in the next sentence. The Company will
notify the Callholder and the Trustee not later than the Business Day
immediately preceding the Determination Date if the Company irrevocably elects
to exercise its right to either convert the Note to a new Interest Rate Mode or
to redeem the Note from the Callholder at the Optional Redemption Price, in each
case, on the applicable REPS Remarketing Date.

         In the event that the Company irrevocably elects to convert the Note to
a new Interest Rate Mode, then as of the REPS Remarketing Date, this Note will
be subject to remarketing on such date by a Remarketing Agent appointed by the
Company in a new REPS Mode, a Long Term Rate Mode or a Commercial Paper Term
Mode established by the Company in accordance with the procedures set forth
herein; PROVIDED that, in such case, the notice required for conversion shall be
given no later than the Initial Determination Date. In such case, the Company
shall pay to the Initial Callholder the excess of the Dollar Price of the Notes
over 100% of the principal amount of the Notes in same-day funds by wire
transfer to an account designated by the Initial Callholder.

         In the event that the Company irrevocably elects to redeem this Note
from the Callholder, it shall pay such Callholder the Optional Redemption Price
in same-day funds by wire transfer to an account designated by the Callholder on
the REPS Remarketing Date.

         If notice has been given as provided in the Indenture and funds for the
redemption of this Note called for redemption shall have been made available on
the redemption date referred to in such notice, this Note shall cease to bear
interest on the date fixed for such redemption specified in such notice and the
only right of the Callholder from and after the redemption date shall be to
receive payment of the Optional Redemption Price upon surrender of this Note in
accordance with such notice.

                             FLOATING INTEREST RATES

         While this Note bears interest in the Long Term Rate Mode or the REPS
Mode (with respect to the period from, and including, the Interest Rate
Adjustment Date commencing such period to, but excluding, the REPS Remarketing
Date), the Company may elect a floating interest rate by providing a notice,
which will be submitted or promptly confirmed in writing (which includes
facsimile or appropriate electronic media), received by the Trustee and the
Remarketing Agent (a "FLOATING INTEREST RATE NOTICE") for such Note not less
than ten (10) days prior to the Interest Rate Adjustment Date for such Long Term
Rate Period or REPS Rate Period. The Floating Interest Rate Notice must identify
by CUSIP number or otherwise the portion of the Note to which it relates and
state the Interest Rate Period (or portion thereof, in the case of the REPS
Mode) therefor to which it relates. Each Floating Interest Rate Notice must also
state the Interest Rate Basis or Bases, the initial Interest Reset Date, the
Interest Reset Period and Interest Reset Dates, the Interest Rate Period and
Interest Payment Dates, the Index Maturity and the Floating Rate Maximum
Interest Rate and/or Floating Rate Minimum Interest Rate, if

<PAGE>

any. If one or more of the applicable Interest Rate Bases is LIBOR or the CMT
Rate, the Floating Interest Rate Notice will also specify the Index Currency and
Designated LIBOR Page or the Designated CMT Maturity Index and Designated CMT
Telerate Page, respectively.

         If this Note bears interest at a floating rate in a Long Term Rate
Period or REPS Rate Period, such Note will 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,
specified by the Remarketing Agent, in the case of a Long Term Rate Period, or
the Callholder, in the case of a REPS Rate Period. Commencing on the Interest
Rate Adjustment Date for such Interest Rate Period, the rate at which interest
on such Note will be payable will be reset as of each Interest Reset Date during
such Interest Rate Period specified in the applicable Floating Interest Rate
Notice.

         The applicable floating interest rate on this Note during any Interest
Rate Period will be determined by reference to the applicable Interest Rate
Basis or Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT
Rate, (iii) the Federal Funds Rate, (iv) LIBOR, (v) the Prime Rate, (vi) the
Treasury Rate or (vii) such other Interest Rate Basis or interest rate formula
as may be specified in the applicable Floating Interest Rate Notice (each, an
"INTEREST RATE BASIS").

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, the interest rate with respect to each Interest Rate Basis will be
determined in accordance with the applicable provisions below. Except as set
forth above or in the applicable Floating Interest Rate Notice, the interest
rate in effect on each day will be (i) if such day is an Interest Reset Date,
the interest rate determined as of the Interest Determination Date 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 will be postponed to the next succeeding Business Day, unless LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, in which case such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate 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.

         The applicable Floating Interest Rate Notice will specify whether the
rate of interest will be reset daily, weekly, monthly, quarterly, semiannually
or annually or on such other specified basis (each, an "INTEREST RESET PERIOD")
and the dates on which such rate of interest will be reset (each, an "INTEREST
RESET DATE"). Unless otherwise specified in the applicable Floating Interest
Rate Notice, the Interest Reset Dates will be, in the case of a floating
interest rate which resets: (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (unless the Treasury Rate is an applicable Interest Rate
Basis, in which case the Tuesday of each week except as described below); (iii)
monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday
of March, June, September and December of each year, (v) semiannually, the third
Wednesday of the two months specified in the applicable Floating Interest Rate
Notice; and (vi) annually, the third Wednesday of the month specified in the
applicable Floating Interest Rate Notice.

         The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined as of the
applicable Interest Determination Date. The "Interest Determination Date" with
respect to the CD Rate, the CMT 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 will be
the second London Business Day

<PAGE>

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 will be the day within the week in which
the applicable Interest Reset Date falls upon 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" will be such preceding Friday. If
the interest rate of this Note is a floating interest rate determined with
reference to two or more Interest Rate Bases specified in the applicable
Floating Interest Rate Notice, the "Interest Determination Date" pertaining to
this Note will 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 will be determined as of such
date, and the applicable interest rate will take effect on the related Interest
Reset Date.

         Either or both of the following may also apply to the floating interest
rate on this Note for an Interest Rate Period: (i) a floating rate maximum
interest rate, or ceiling, that may accrue during any Interest Reset Period (the
"FLOATING RATE MAXIMUM INTEREST RATE") and (ii) a floating rate minimum interest
rate, or floor, that may accrue during any Interest Reset Period (the "FLOATING
RATE MINIMUM INTEREST RATE"). In addition to any Floating Rate Maximum Interest
Rate that may apply, 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 laws of general application.

         Except as provided below or in the applicable Floating Interest Rate
Notice, interest will be payable, in the case of floating interest rates which
reset: (i) daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year, as
specified in the applicable Floating Interest Rate Notice; (ii) quarterly, on
the third Wednesday of March, June, September and December of each year; (iii)
semiannually, on the third Wednesday of the two months of each year specified in
the applicable Floating Interest Rate Notice; and (iv) annually, on the third
Wednesday of the month of each year specified in the applicable Floating
Interest Rate Notice and, in each case, on the Business Day immediately
following the applicable Long Term Rate Period or REPS Rate Period, as the case
may be. If any Interest Payment Date for the payment of interest at a floating
rate (other than following the end of the applicable Long Term Rate Period or
REPS Rate Period, as the case may be) would otherwise be a day that is not a
Business Day, such Interest Payment Date will 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 will be the immediately preceding Business Day.

         All percentages resulting from any calculation of floating interest
rates will be rounded to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
amounts used in or resulting from such calculation will be rounded, in the case
of United States dollars, to the nearest cent or, in the case of a foreign
currency or composite currency, to the nearest unit (with one-half cent or unit
being rounded upwards).

         Accrued floating rate interest will be calculated by multiplying the
principal amount of the this Note by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factor calculated for
each day in the applicable Interest Reset Period. Unless otherwise specified in
the applicable Floating Interest Rate Notice, the interest factor for each such
day will be computed by

<PAGE>

dividing the interest rate applicable to such day by 360, if an applicable
Interest Rate Basis is the CD Rate, the Federal Funds Rate, LIBOR or the Prime
Rate, or by the actual number of days in the year if an applicable Interest Rate
Basis is the CMT Rate or the Treasury Rate. Unless otherwise specified in the
applicable Floating Interest Rate Notice, if the floating interest rate is
calculated with reference to two or more Interest Rate Bases, the interest
factor will be calculated in each period in the same manner as if only one of
the applicable Interest Rate Bases applied as specified in the applicable
Floating Interest Rate Notice.

         If this Note bears interest at a floating rate, the applicable
Remarketing Dealer will determine the interest rate in effect from the Interest
Rate Adjustment Date for this Note to the initial Interest Reset Date. A
calculation agent selected by the Company (a "CALCULATION AGENT") will determine
the interest rate in effect for each Interest Reset Period thereafter. Upon
request of the Beneficial Owner of this Note, after any Interest Rate Adjustment
Date, the Calculation Agent or the Remarketing Dealer will disclose the interest
rate and, in the case of a floating interest rate, Interest Rate Basis or Bases,
Spread (if any) and Spread Multiplier (if any), and in each case the other terms
applicable to this Note 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 with respect to this Note. Except as described
herein if this Note is earning interest at floating rates, no notice of the
applicable interest rate, Spread (if any) or Spread Multiplier (if any) will be
sent to the Beneficial Owner of this Note.

         Unless otherwise specified in the applicable Floating Interest Rate
Notice, the "CALCULATION DATE," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.

         CD RATE. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "CD RATE," the CD Rate shall
mean, with respect to any Interest Determination Date relating to a Note for
which the interest rate is determined with reference to the CD Rate (a "CD RATE
INTEREST DETERMINATION DATE"), the rate on such date for negotiable United
States dollar certificates of deposit having the Index Maturity specified in the
applicable Floating Interest Rate Notice as published in H.15(519) under the
heading "CDs (Secondary Market)," or, if not published by 9:00 a.m., New York
City time, on the related Calculation Date, the CD Rate will be the rate on such
CD Rate Interest Determination Date set forth in the daily update of H.15(519) ,
available through the world wide website of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication ("H.15 Daily Update") for the day in respect of
certificates of deposit having the Index Maturity specified in the applicable
Floating Interest Rate Notice under the caption "CDs (Secondary Market)." If
such rate is not yet published in either H.15(519) or the H.15 Daily Update 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 shall be calculated by the
Calculation Agent and shall 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 (which may include the
Remarketing Agent or its affiliates) selected by the Calculation Agent, after
consultation with the Company, for negotiable United States dollars certificates
of deposit of major United States money center banks of the highest credit
standing in the market for negotiable certificates of deposit with a remaining
maturity closest to the Index Maturity specified in the applicable Floating
Interest Rate Notice 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

<PAGE>

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 in the
applicable Floating Interest Rate Notice as the "CMT RATE," the CMT Rate shall
mean, with respect to any Interest Determination Date relating to this Note for
which the interest rate is determined with reference to the CMT Rate (a "CMT
RATE INTEREST DETERMINATION DATE"), 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 weekly or monthly average, as specified in the Floating Interest Rate
Notice, for the week or the month, as applicable, ended immediately preceding
the week or the month, as applicable, 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 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 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 (which may include the Remarketing Agent or its
affiliates) selected by the Calculation Agent after consultation with the
Company (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("TREASURY NOTES") with
an original maturity of approximately the Designated CMT Maturity Index and 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, after consultation
with the Company, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least 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 so selected

<PAGE>

by the Calculation Agent, after consultation with the Company, 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, after consultation
with the Company, will obtain from five Reference Dealers quotations for the
Treasury Note with the shorter remaining term to maturity.

         FEDERAL FUNDS RATE. If an Interest Rate Basis for any Note is specified
in the applicable Floating Interest Rate Notice as the "FEDERAL FUNDS RATE," the
Federal Funds Rate shall mean, with respect to any Interest Determination Date
relating to a Note for which the interest rate is determined with reference to
the Federal Funds Rate (a "FEDERAL FUNDS RATE INTEREST DETERMINATION DATE"), the
rate on such date for United States dollar federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. (or any successor service) on page 120 or any other page as may
replace the applicable page on that service ("Telerate Page 120"). If such rate
is not displayed on Telerate Page 120 or is not published by 9 a.m., New York
City time, on the related Calculation Date, the Federal Funds Rate will be the
rate on such Federal Funds Rate Interest Determination Date as published in the
H.15 Daily Update under the heading "Federal Funds/(Effective)." If no such rate
is published in either H.15(519) or H.15 Daily Update by 3 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 shall 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 (which may
include the Remarketing Agent or its affiliates) selected by the Calculation
Agent after consultation with the Company, 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 shall be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.

         LIBOR. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as "LIBOR," LIBOR shall mean the rate
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 in the applicable Floating
       Interest Rate Notice, the arithmetic mean of the offered rates (unless
       the Designated LIBOR Page 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 specified in the applicable Floating
       Interest Rate Notice, commencing on the second London Business Day
       immediately following such LIBOR Interest Determination Date, that appear
       on the Designated LIBOR Page as of 11:00 a.m., London time, on that LIBOR
       Interest Determination Date, if at least two such offered rates appear
       (unless, as aforesaid, only a single rate is required) on such Designated
       LIBOR Page, or (b) "LIBOR Telerate" is specified in the applicable
       Floating Interest Rate Notice, the rate for deposits in the Index
       Currency having the Index Maturity designated in the applicable Floating
       Interest Rate Notice, commencing on the second London Business Day
       immediately following such LIBOR Interest Rate Determination Date, that
       appears on such Designated LIBOR Page as of 11:00 a.m., London time, on
       that LIBOR Interest Determination Date. If

<PAGE>

       fewer than two such offered rates appear (if "LIBOR Reuters" is specified
       in the applicable Floating Interest Rate Notice), or if no such rate
       appears (if "LIBOR Telerate" is specified in the applicable Floating
       Interest Rate Notice), LIBOR on such LIBOR Interest Determination Date
       will be determined in accordance with the provisions described below.

              (ii) With respect to a LIBOR Interest Determination Date on which
       fewer than two such offered rates appear (if "LIBOR Reuters" is specified
       in the applicable Floating Interest Rate Notice), or if no such rate
       appears (if "LIBOR Telerate" is specified in the applicable Floating
       Interest Rate Notice), 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 specified in the applicable
       Floating Interest Rate Notice, commencing on the second London Business
       Day immediately following such LIBOR Interest Determination 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 of a single transaction in such Index
       Currency in such market at such time.

              (iii) If at least two such quotations are provided, LIBOR
       determined on such LIBOR Interest Determination Date will be the
       arithmetic mean of such quotations, If fewer than two quotations are
       provided, LIBOR determined on such LIBOR Interest Determination Date will
       be the arithmetic mean of the rates quoted at approximately 11:00 am (or
       such other time specified in the applicable Floating Interest Rate
       Notice), in the applicable principal financial center for the country of
       the Index Currency on such LIBOR Interest Determination Date, by three
       major banks in such principal financial center selected by the
       Calculation Agent for the loans in the Index Currency to leading European
       banks, having the Index Maturity designated in the applicable Floating
       Interest Rate Notice 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 in effect for the
       applicable period will be the same as LIBOR for the immediately preceding
       Interest Reset Period (or, if there was no such Interest Reset Period,
       the rate of interest payable on the Notes for which such LIBOR is being
       determined shall be the Initial Interest Rate).


         PRIME RATE. If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "PRIME RATE," Prime Rate shall
mean, with respect to any Interest Determination Date relating to a Note for
which the interest rate is determined with reference to the Prime Rate (a "PRIME
RATE INTEREST DETERMINATION DATE"), 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 U.S. PRIME 1
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 U.S. PRIME 1 Page for such Prime Rate
Interest Determination Date, the Prime Rate shall be the arithmetic mean of the
prime

<PAGE>

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 (which may include the
Calculation Agent) in the City of New York selected by the Calculation Agent,
after consultation with the Company. 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
(which may include the Calculation Agent) as necessary in order 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, have total equity capital of at least U.S. $500 million and are
each subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent, after consultation with the Company, 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 shall be the Prime Rate in effect on such Prime Rate Interest
Determination Date.

         TREASURY RATE. If an Interest Rate Basis for any Note is specified in
the applicable Floating Interest Rate Notice as the "TREASURY RATE," Treasury
Rate shall mean, with respect to any Interest Determination Date relating to a
Note for which the interest rate is determined with reference to the Treasury
Rate (a "TREASURY RATE INTEREST DETERMINATION DATE"), the following:

              (i) the rate from the auction held on the applicable Treasury Rate
       Interest Determination Date (the "AUCTION") of direct obligations of the
       United States ("TREASURY BILLS") having the Index Maturity specified in
       the applicable Floating Interest Rate Notice that rate appears under the
       caption "INVESTMENT RATE" on the display of Bridge Telerate, Inc., or any
       successor service, on page 56 or any other page as may replace page 56 on
       that service ("TELERATE PAGE 56") or page 57 or any other page as may
       replace page 57 on that service ("TELERATE PAGE 57"); or

              (ii) if the rate described above is not published by 3:00 p.m.,
       New York City time, on the Calculation Date, the Bond Equivalent Yield of
       the rate for the applicable Treasury Bills as published in the H.15 Daily
       Update, or other recognized electronic source used for the purpose of
       displaying the applicable rate, under the captions "U.S. Government
       Securities/Treasury Bills/Auction High;" or

              (iii) if the rate described above is not published by 3:00 p.m.,
       New York City time, on the related Calculation Date, the Bond Equivalent
       Yield of the Auction rate of the applicable Treasury Bills, announced by
       the United States Department of the Treasury; or

              (iv) in the event that the rate described above is not announced
       by the United States Department of the Treasury, or if the Auction is not
       held, the Bond Equivalent Yield of the rate on the applicable Interest
       Determination Date of Treasury Bills having the Index Maturity specified
       in the applicable Floating Interest Rate Notice published in H.15(519)
       under the caption "U.S. Government Securities/Treasury Bills/Secondary
       Market;" or

              (v) if the rate described above is not so published by 3:00 p.m.,
       New York City

<PAGE>

       time, on the related Calculation Date, the rate on the applicable
       Interest Determination Date of the applicable Treasury Bills as published
       in H.15 Daily Update, or other recognized electronic source used for the
       purpose of displaying the applicable rate, under the caption "U.S.
       Government Securities/Treasury Bills/Secondary Market;" or

              (vi) if the rate described above is not so published by 3:00 p.m.,
       New York City time, on the related Calculation Date, the rate on the
       applicable Interest Determination Date calculated by the Calculation
       Agent as the Bond Equivalent Yield of the arithmetic mean of the
       secondary market bid rates, as of approximately 3:30 p.m., New York City
       time, on the applicable Interest Determination Date, of three primary
       United States government securities dealers, which may include the
       Calculation Agent or its affiliates, selected by the Calculation Agent,
       for the issue of Treasury Bills with a remaining maturity closest to the
       Index Maturity specified in the applicable Floating Interest Rate Notice;
       or

              (vii) if the dealers selected by the Calculation Agent are not
       quoting as described above, the Treasury Rate for the immediately
       preceding Interest Reset Period, or, if there was no Interest Reset
       Period, the rate of interest payable shall be the Initial Interest Rate.

         The "BOND EQUIVALENT YIELD" shall mean a yield calculated in accordance
with the following formula and expressed as a percentage:

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

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

                                OTHER PROVISIONS

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected and of the Holders of 66 2/3%
in principal amount of the Securities at the time Outstanding of all series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. To the extent
permitted by law, any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not 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

<PAGE>

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
times, place and rate, and in the coin or currency, herein prescribed.

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

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






<PAGE>

ABBREVIATIONS

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

TEN COM  -- as tenants in common           UNIF GIFT MIN ACT--____ CUSTODIAN___
TEN ENT  -- as tenants by the entireties                     (Cust)     (Minor)
JT TEN   -- as joint tenants with right   Under Uniform Gifts to Minors Act
            of survivorship and not as
            tenants in common             _____________________________________
                                                        (State)

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

         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 TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE



the within Security of TAMPA ELECTRIC COMPANY and does hereby irrevocably
constitute and appoint

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

Dated:

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

<PAGE>

                                                                         ANNEX A

                       7 3/8% RESET PUT SECURITIES DUE 2015

                          INITIAL INTEREST RATE PERIOD

<TABLE>
<CAPTION>
<S>                                    <C>
CUSIP Number:                             875127 AR 3

Principal Amount:                         $150,000,000

Original Issue Date:                      August 21, 2000

Issue Price:                              99.991%

Stated Maturity:                          September 1, 2015

Initial Interest Rate:                    7 3/8% per annum

Interest Payment Dates:                   September 1 and March 1, commencing September 1, 2000

Record Dates:                             Fifteenth calendar day
                                          immediately preceding the related
                                          Interest Payment Date whether or not a
                                          Business Day, except that the Record
                                          Date for the Interest Payment Date
                                          occurring on September 1, 2000 shall
                                          be the date upon which the Company
                                          delivered the Notes.

Initial Callholder:                       Morgan Stanley & Co. Incorporated, or its assignee or successor

Initial REPS

Remarketing Date:                         September 1, 2002

REPS Period:                              September 1, 2002 up to, but excluding, September 1, 2012

Base Rate:                                5.75%

REPS Coupon Reset Rate:                   __________ %

Reference Corporate Dealers:              Chase Securities Inc.
                                          Salomon Smith Barney Inc.
                                          Morgan Stanley & Co. Incorporated
                                          Merrill Lynch & Co., Inc.
                                          Banc of America Securities LLC
                                          Goldman Sachs & Co.

                                          Five of the six dealers listed above will be agreed upon by
                                          the Company and the Initial Callholder

Reference Treasury Dealers:               Chase Securities Inc.
                                          Salomon Smith Barney Inc.
                                          Morgan Stanley & Co. Incorporated
                                          Merrill Lynch & Co., Inc.
                                          Banc of America Securities LLC
                                          Goldman Sachs & Co.

                                          Five of the six dealers listed above will be agreed upon by
                                          the Company and the Initial Callholder

</TABLE>

                                  Annex A --

<PAGE>

                       SUBSEQUENT INTEREST RATE PERIOD(S)

CUSIP Number:

Principal Amount:

Interest Rate Adjustment Date:

Record Date(s):

Interest Payment Date(s):

Interest Rate Mode:

         [  ]     Commercial Paper Term Mode

         [  ]     Long Term Rate Mode

         [  ]     REPS Mode

                  [  ]     Callholder:

                  [  ]     REPS Remarketing Date:

                  [  ]     REPS Rate Period:

                  [  ]     Base Rate:

                  [  ]     REPS Coupon Reset Rate:

                  [  ]     Reference Corporate Dealers:

                  [  ]     Reference Treasury Dealers:








                                  Annex A --

<PAGE>

Interest Rate:

         [  ]     Fixed Rate:

         [  ]     Floating Rate:

                           Calculation Agent:

                           Initial Interest Rate to Initial Interest Reset Date:

         Interest Rate Basis(es):

         [  ]     CD Rate
                  Index Maturity:

         [  ]     CMT Rate
                  Index Maturity:

                  Designated CMT Telerate Page:

         [  ]     Commercial Paper Rate
                  Index Maturity:

         [  ]     Federal Funds Rate

         [  ]     LIBOR

                  [ ]      LIBOR Reuters
                           _________Index Currency:
                           _________Index Maturity:

                  [ ]      LIBOR Telerate
                                    Index Currency:
                                    Index Maturity:

         [  ]     Prime Rate

         [  ]     Treasury Rate
                           Index Maturity:

Spread (+/-):

Spread Multiplier:

Floating Rate Maximum Interest Rate:

Floating Rate Minimum Interest Rate:

Initial Interest Reset Date:

Interest Reset Date:

Interest Reset Period(s):

Day Count Convention:

         [  ]     Actual/360
         [  ]     Actual/Actual
         [  ]     30/360

                                  Annex A --

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Applicable Interest Rate Basis:

Optional Redemption Provisions (Long Term Rate Mode):

         APPLICABLE REDEMPTION PERIOD                  REDEMPTION PRICE

         Other or Alternative Terms of Optional Repayment:

Early Remarketing Provisions (Long Term Rate Mode):

         Initial Early Remarketing Date:_____________

         Initial Early Remarketing Premium:__________

         Annual Early Remarketing Premium Percentage Reduction:_________

         Other or Alternative Terms of Early Remarketing:

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Other Provisions:

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                                  Annex A --