<PAGE>

                                                                     Exhibit 4.1

                             TAMPA ELECTRIC COMPANY

                                       and



                              THE BANK OF NEW YORK
                                   As Trustee



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



                          SECOND SUPPLEMENTAL INDENTURE

                           dated as of August 15, 2000

                           Supplementing the Indenture

                            dated as of July 1, 1998


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




                                  $150,000,000

                       7 3/8% REset Put Securities Due 2015


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                                TABLE OF CONTENTS

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ARTICLE One Definitions and Other Provisions of General Application.........................................2

         Section 101. Definitions...........................................................................2

         Section 102. Section References....................................................................8

ARTICLE Two Designation and Terms of the Notes..............................................................8

         Section 201. Establishment of Series...............................................................8

         Section 202. Variations in Terms of Notes..........................................................8

         Section 203. Amount and Denominations; the Depositary..............................................8

         Section 204. Interest Rates, Interest Payment Dates and Interest Rate Periods......................9

         Section 205. Determination of Interest Rates......................................................11

         Section 206. Election and Determination of a Floating Interest Rate by the Company................12

         Section 207. Conversion Between Interest Rate Modes by the Company................................21

         Section 208. Automatic Tender of Notes on the Interest Rate Adjustment Date.......................22

         Section 209. Remarketing..........................................................................22

         Section 210. Purchase and Redemption of Notes.....................................................24

         Section 211. Form and Other Terms of the Notes....................................................25

ARTICLE Three The REPS Mode................................................................................26

         Section 301. Applicability of Article.............................................................26

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                                TABLE OF CONTENTS

                                   (CONTINUED)

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         Section 302. Initial REPS Rate Period.............................................................26

         Section 303. Interest to REPS Remarketing Date....................................................26

         Section 304. Tender to and Remarketing by the Callholder..........................................26

         Section 305. Conversion or Redemption Following Election by the Callholder to Remarket............28

ARTICLE Four Additional Events of Default with Respect to the Notes........................................29

         Section 401. Definition...........................................................................29

ARTICLE Five Authentication and Delivery of the Notes......................................................29

         Section 501. Authentication and Delivery..........................................................29

ARTICLE Six Supplemental Indentures........................................................................29

         Section 601. Effect On Original Indenture.........................................................29

ARTICLE Seven Miscellaneous................................................................................30

         Section 701. Counterparts.........................................................................30

         Section 702. Recitals.............................................................................30

         Section 703. Governing Law........................................................................30

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<PAGE>

         This Second Supplemental Indenture, dated as of the 15th day of August,
2000 between Tampa Electric Company, a corporation duly organized and existing
under the laws of the State of Florida (hereinafter called the "COMPANY") and
having its principal office at TECO Plaza, 702 North Franklin Street, Tampa,
Florida 33602, and The Bank of New York, (hereinafter called the "TRUSTEE") and
having its principal corporate trust office at 101 Barclay Street, 21st Floor,
New York, New York, 10286.

                                   WITNESSETH:

         WHEREAS, the Company and the Trustee entered into an Indenture, dated
as of July 1, 1998 (the "ORIGINAL INDENTURE"), pursuant to which one or more
series of debt of the Company (the "SECURITIES") may be issued from time to
time; and

         WHEREAS, Section 201 of the Original Indenture permits the terms of any
series of Securities to be established in an indenture supplemental to the
Original Indenture; and

         WHEREAS, Section 901(7) of the Original Indenture provides that a
supplemental indenture may be entered into by the Company and the Trustee
without the consent of any Holders of the Securities to establish the form and
terms of the Securities of any series; and

         WHEREAS, the Company and the Trustee entered into a First Supplemental
Indenture, dated as of July 15, 1998 (the "FIRST SUPPLEMENTAL INDENTURE"),
pursuant to which the Company issued Remarketed Notes Due 2038 with an aggregate
principal amount of $50,000,000; and

         WHEREAS, the Company has requested the Trustee to join with it in the
execution and delivery of this Second Supplemental Indenture in order to
supplement and amend the Original Indenture by, among other things, establishing
the form and terms of one series of Securities to be known as the Company's
"7 3/8% REset Put Securities Due 2015" (the "NOTES") and amending and adding
certain provisions thereof for the benefit of the Holders of the Notes; and

         WHEREAS, the Company and the Trustee desire to enter into this Second
Supplemental Indenture for the purposes set forth in Sections 201 and 901 of the
Original Indenture as referred to above; and

         WHEREAS, the Company has furnished the Trustee with a Board Resolution
authorizing the execution of this Second Supplemental Indenture; and

         WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid agreement of the Company and the Trustee and a valid
supplement to the Original Indenture have been done,

         NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
to be issued hereunder by holders thereof, the Company and the Trustee mutually
covenant and agree, for the equal and proportionate benefit of the respective
holders from time to time of the Notes, as follows:

<PAGE>

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS

         All capitalized terms that are used herein and not otherwise defined
herein shall have the meanings assigned to them in the Original Indenture. The
Original Indenture together with this Second Supplemental Indenture are
hereinafter sometimes collectively referred to as the "INDENTURE."

         "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
commencement of the applicable REPS Mode.

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

         "BOND EQUIVALENT YIELD" shall have the meaning specified in Section
206(b)(6) hereof.

         "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, 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 have the meaning specified in Section 206(a)
hereof.

<PAGE>

         "CALCULATION DATE" shall have the meaning specified in Section 206(a)
hereof.

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

         "CD RATE" shall have the meaning specified in Section 206(b)(1) hereof.

         "CMT RATE" shall have the meaning specified in Section 206(b)(2)
hereof.

         "COMMERCIAL PAPER TERM MODE" shall mean, with respect to any Note, the
Interest Rate Mode in which the interest rate on such 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 in Section 204(e)(1) hereof.

         "COMMERCIAL PAPER TERM PERIOD" shall mean, with respect to any Note,
the Interest Rate Period 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 or, if not so determined, by the Remarketing Agent for such Note (in
its best judgment in order to obtain the lowest interest cost for the 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 the
Notes. The interest rate for any Commercial Paper Term Period relating to any
Note will be determined not later than 11:50 a.m., New York City time, on the
Interest Rate Adjustment Date for the Note, which is the first day of each
Interest Period for such 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 the 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 Reference
Treasury Dealer Quotations, or (ii) if the 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.

<PAGE>

         "DEPOSITARY" shall have the meaning specified in Section 203 hereof.

         "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 specified in Section
206(b)(3) hereof.

         "FLOATING INTEREST RATE NOTICE" shall have the meaning specified in
Section 206(a) hereof. The form of Floating Rate Interest Notice is set forth as
EXHIBIT C to this Second Supplemental Indenture.

         "FLOATING RATE MAXIMUM INTEREST RATE" and "FLOATING RATE MINIMUM
INTEREST RATE" have the respective meanings specified in Section 206(a) hereof.

         "H.15(519)" shall mean "Statistical Release H.15(519), Selected
Interest Rates" published

<PAGE>

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 the Notes during the Initial Interest Rate Period.

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

         "INITIAL CALLHOLDER" shall mean the Callholder with the option to
purchase the Notes on the Initial REPS Remarketing Date.

         "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 the Notes at the REPS Coupon
Reset Rate.

         "INTEREST DETERMINATION DATE" shall have the meaning specified in
Section 206(a) hereof.

         "INTEREST PAYMENT DATE" shall have the meaning set forth in Section
204(c) hereof.

         "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 the Notes subject
thereto commences to accrue at the rate determined and announced by the
applicable Remarketing Agent for such Interest Rate Period, and (ii) for Notes
in the Initial Interest Rate Period, the Original Issue Date.

         "INTEREST RATE BASIS" shall have the meaning specified in Section
206(a) hereof.

         "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) with respect to any Note in the
Commercial Paper Term 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 not including, the
Stated Maturity, and during which such Note bears interest at a particular fixed
interest rate or floating interest rate, and (b) with respect to any Note in the
REPS Mode, the REPS Rate Period.

<PAGE>

         "INTEREST RESET DATE" and "INTEREST RESET PERIOD" have the respective
meanings specified in Section 206(a) hereof.

         "LIBOR" shall have the meaning specified in Section 206(b)(4) hereof.

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

         "LONG TERM RATE MODE" shall mean, with respect to any Note, the
Interest Rate Mode in which the interest rate on such Note is reset in a Long
Term Rate Period and interest is paid as provided for such Interest Rate Mode in
Section 204(e)(2) hereof.

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

         "NOTIFICATION DATE" shall mean a Business Day not later than five (5)
Business Days prior to the applicable REPS Remarketing Date.

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

         "OPTIONAL REDEMPTION PRICE" shall have the meaning specified in Section
305(c) hereof.

         "ORIGINAL ISSUE DATE" shall mean the date upon which the Notes are
initially issued by the Company, such date to be set forth on the face of the
Note.

         "PRIME RATE" shall have the meaning specified in Section 206(b)(5)
hereof.

         "REFERENCE CORPORATE DEALERS" shall mean such Reference Corporate
Dealers as shall be appointed by the Callholder after consultation with the
Company.

         "REFERENCE TREASURY DEALERS" shall mean such Reference Treasury Dealers
as shall be appointed by the Callholder after consultation with the Company.

         "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, with respect to the Notes,
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

<PAGE>

the purpose of remarketing of the Notes, 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 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, with respect to any Note, the Interest Rate
Mode in which such Note shall bear interest and be subject to remarketing as
"REset Put Securities" ("REPS") as provided for in Article Three hereof.

         "REPS PERIOD" shall mean, with respect to any Note 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.

         "REPS RATE PERIOD" shall mean an Interest Rate Period for any Note in
the 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 that 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 the Notes 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 in Section 205
hereof.

         "SPECIAL MANDATORY PURCHASE" shall have the meaning specified in
Section 210(a) hereof.

         "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

<PAGE>

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 in Section 206(b)(6)
hereof.

         "TREASURY RATE" shall have the meaning specified in Section 206(b)(6)
hereof, 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" shall have the meaning specified in Section
204(e)(1) hereof.

         SECTION 102. SECTION REFERENCES

         Each reference to a particular section set forth in this Second
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Second Supplemental Indenture.

                                   ARTICLE TWO

                       DESIGNATION AND TERMS OF THE NOTES

         SECTION 201. ESTABLISHMENT OF SERIES

         There is hereby created a series of Securities to be known and
designated as the "7 3/8% REset Put Securities Due 2015" (the "NOTES"), which
shall rank equally with each other and all other unsecured and unsubordinated
indebtedness of the Company. For the purposes of the Original Indenture, the
Notes shall constitute a single series of Securities.

         SECTION 202. VARIATIONS IN TERMS OF NOTES

         Subject to the terms and conditions set forth in the Original Indenture
and in this Second Supplemental Indenture, the terms of any particular Note may
vary from the terms of any other Note as contemplated by Section 301 of the
Original Indenture, and the terms for a particular Note will be set forth in
such Note as delivered to the Trustee or an Authenticating Agent for
authentication pursuant to Section 303 of the Original Indenture.

         SECTION 203. AMOUNT AND DENOMINATIONS; THE DEPOSITARY

         The aggregate principal amount of Notes that may be issued under this
Second Supplemental Indenture is limited to $150,000,000.

         The Notes shall be issuable only in fully registered form and will
initially be registered in the name of The Depository Trust Company or its
successor ("DEPOSITARY"), or its nominee who is

<PAGE>

hereby designated as "U.S. Depositary" under the Original Indenture. The
authorized denominations of Notes shall be $100,000 and integral multiples of
$1,000 in excess thereof.

         SECTION 204. INTEREST RATES, INTEREST PAYMENT DATES AND INTEREST RATE
PERIODS

         (a) INITIAL INTEREST RATE. The Notes shall initially bear interest at
the annual rate set forth in Annex A thereof (the "INITIAL INTEREST RATE") from
the Original Issue Date to, but excluding, the Initial REPS Remarketing Date.

         (b) INTEREST RATE(S) SUBSEQUENT TO THE INITIAL INTEREST RATE. If the
Initial Callholder elects to purchase the Notes as described in Section 304
hereof, the Notes shall be subject to mandatory tender to the Initial Callholder
on the Initial REPS Remarketing Date, except in the limited circumstances
described in Section 304 hereof, and shall for the REPS Period bear interest at
the REPS Coupon Reset Rate as described in Section 304(b) hereof.

         If the Initial Callholder does not purchase the Notes on the Initial
REPS Remarketing Date, thereafter each Note shall bear interest at a rate or
rates in a new REPS Mode, a Long Term Rate Mode or a Commercial Paper Term Mode
if remarketed as provided for in Section 209 hereof, or otherwise shall be
redeemed by the Company as provided for under Section 210(b) hereof. Each Note
may bear interest for designated Interest Rate Periods in the same or a
different Interest Rate Mode from other Notes. The interest rate for the Notes
shall be established periodically by the applicable Remarketing Agent as
provided for in Section 209 hereof. Each Note will set forth on Annex A thereof
the then applicable Interest Rate Mode of such Note, its interest rate, each
Interest Rate Adjustment Date, the Interest Rate Period and such other
information indicated in the form of Annex A attached to EXHIBIT A hereto.

         (c) PAYMENT OF INTEREST. Interest shall be payable on any Note at
maturity and (i) for the Initial Interest Rate Period, on the dates set forth on
the face thereof; (ii) for any Interest Rate Period in the Commercial Paper Term
Mode, on the Interest Rate Adjustment Date commencing the next succeeding
Interest Rate Period for such Note and on such other dates (if any) as shall be
established upon conversion of such Note to the Commercial Paper Term Mode or
upon remarketing of the Note in a new Interest Rate Period in the Commercial
Paper Term Mode and set forth in Annex A to the applicable Note; and (iii) in
the Long Term Rate Mode or REPS Mode, no less frequently than semiannually on
such dates as will be established upon conversion of such Note to the Long Term
Rate Mode or the REPS Mode (or upon remarketing of the Note in a new Interest
Rate Period in the Long Term Rate Mode or the REPS Mode, as the case may be) and
set forth in Annex A to the applicable Note in the case of a fixed interest
rate, or as described below in Section 206 in the case of a floating interest
rate, and on the Interest Rate Adjustment Date commencing the next succeeding
Interest Rate Period (each such date, an "INTEREST PAYMENT DATE"). Such interest
will be payable to the holder thereof as of the related Record Date, which, for
any Note (x) during the Initial Interest Rate Period is the fifteenth calendar
day (whether or not a Business Day) immediately preceding the related Interest
Payment Date, except that the Record Date for the September 1, 2000 interest
payment shall be the day on which the Company delivers the Notes; (y) in the
Commercial Paper Term Mode, is the Business Day prior to the related Interest
Payment Date; and (z) in the Long Term Rate Mode

<PAGE>

or the REPS Mode, is the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date. 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.

         (d) COMPUTATION OF INTEREST. Interest on Notes bearing interest in the
Commercial Paper Term Mode or at a floating interest rate during an Interest
Rate Period in the Long Term Rate Mode or the REPS Mode 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 in Section 206
hereof), interest will be computed on the basis of actual days elapsed over the
actual number of days in the year. Interest on Notes bearing interest at a fixed
rate in the Long Term Rate Mode or REPS Mode will be computed on the basis of a
year of 360 days consisting of twelve 30-day months. Interest on Notes at the
Initial Interest Rate will be computed on the basis of a year of 360 days
consisting of twelve 30-day months.

         (e) INTEREST RATE MODES. The Interest Rate Period for each interest
rate mode shall be determined in accordance with this subsection (e) subject to
possibility of extension of such period pursuant to standby remarketing
arrangements, if any, as described in Section 209(b) hereof.

                  (1) COMMERCIAL PAPER TERM MODE. The Interest Rate Period for
any Note in the Commercial Paper Term Mode will be a period of not less than one
nor more than 364 consecutive calendar days (a "COMMERCIAL PAPER TERM PERIOD"),
as determined by the Company (as described in Section 207 below) or, if not so
determined, by the Remarketing Agent for such 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 such Note. A "WEEKLY RATE PERIOD" is a
Commercial Paper Term Period and shall 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. The interest rate for any
Commercial Paper Term Period relating to a Note shall be determined not later
than 11:50 a.m., New York City time, on the Interest Rate Adjustment Date for
such Note (subject to Section 209 hereof), which is the first day of each
Interest Period for such Note.

                  (2) LONG TERM RATE MODE. The Interest Rate Period for any Note
in the Long Term Rate Mode shall be established by the Company (as described in
Section 207 hereof) as a period of more than 364 days and not exceeding the
remaining term to the Stated Maturity of such Note (a "LONG TERM RATE PERIOD").
The interest rate, or Spread (if any) and Spread Multiplier (if any), for any
Note in the Long Term Rate Mode shall be determined not later than 11:50 a.m.,
New York City time, on the Interest Rate Adjustment Date for such Note, which is
the first day of each Interest Rate Period for such Note.

                  (3) REPS MODE. So long as any Note is in a REPS Mode during
the period up to, but

<PAGE>

excluding, the applicable REPS Remarketing Date, the provisions set forth in
this Article Two are applicable to the remarketing of Notes generally, but only
to the extent expressly provided in Article Three. The Interest Rate Period for
any Note in the REPS Mode shall be established by the Company (as described in
Section 207 hereof) as a period of more than 364 days and not exceeding the
remaining term to the Stated Maturity of such Note (a "REPS RATE PERIOD"). 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, as described
in Article Three and subject to the conditions therein and otherwise herein
described. 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 any Note in the REPS Mode shall be determined not later than 11:50 a.m., New
York City time, on the Interest Rate Adjustment Date for such Note, which for
the REPS Mode is the first day of each Interest Rate Period for such Note.

SECTION 205.  DETERMINATION OF INTEREST RATES

         The interest rate and, in the case of a floating interest rate, the
Spread (if any), and the Spread Multiplier (if any), for any Note shall be
established by the applicable Remarketing Agent in a remarketing as provided for
in Section 207 hereof or otherwise not later than the first day of each
succeeding Interest Rate Period for such Note, which must be a Business Day
(each an "INTEREST RATE ADJUSTMENT DATE"), and 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 Remarketing Agent
to produce a par bid in the secondary market for such Note on the date the
interest rate is established. Such rate will be effective for the next
succeeding Interest Rate Period for such Note commencing on such Interest Rate
Adjustment Date.

         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 for any 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 any Note for whatever reason, then the next
succeeding Interest Rate Period for such Note shall be automatically converted
to a Weekly Rate Period, and the rate of interest thereon will be equal to the
Federal Funds Rate (such rate of interest being referred to herein as the
"SPECIAL INTEREST RATE").

         After any Interest Rate Adjustment Date 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, shall be binding and conclusive upon the Beneficial
Owners, the Company and the Trustee.

         SECTION 206. Election and Determination of a Floating Interest Rate by
the Company

<PAGE>

         (a) While any 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 notice, which
shall be submitted or promptly confirmed in writing (which includes facsimile or
appropriate electronic media), received by the Trustee and the Remarketing Agent
for such Note (the "FLOATING INTEREST RATE NOTICE") 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 any. If one or more of the
applicable Interest Rate Bases is LIBOR or the CMT Rate, the Floating Interest
Rate Notice shall also specify the Index Currency and Designated LIBOR Page or
the Designated CMT Maturity Index and Designated CMT Telerate Page,
respectively. A form of Floating Interest Rate Notice is attached hereto as
EXHIBIT C.

         If any Note bears interest at a floating rate in a Long Term Rate
Period or REPS Rate Period, such Note shall bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases (a) plus or minus
the Spread (if any) and/or (b) multiplied by the Spread Multiplier (if any)
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 shall 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 any Note during any Interest
Rate Period shall be determined by reference to the applicable Interest Rate
Basis or 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 shall be
determined in accordance with the applicable provisions of this Section 206.
Except as set forth above or in the applicable Floating Interest Rate Notice,
the interest rate in effect on each day shall be (i), if such day is an Interest
Reset Date, the interest rate determined as of the Interest Determination Date
immediately preceding such Interest Reset Date or (ii), if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date. If
any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next succeeding Business Day,
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 shall
be the immediately preceding Business Day. In addition, if the Treasury Rate is
an applicable Interest Rate Basis and the Interest

<PAGE>

Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date shall 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 shall be the rate determined as of the
applicable Interest Determination Date. The "INTEREST DETERMINATION DATE" shall
mean (i), with respect to the CD Rate, the CMT Rate, the Federal Funds Rate and
the Prime Rate, the second Business Day immediately preceding the applicable
Interest Reset Date; (ii) with respect to LIBOR, the second London Business Day
immediately preceding the applicable Interest Reset Date, unless the Index
Currency is British pounds sterling, in which case it shall mean the applicable
Interest Reset Date; and (iii) with respect to the Treasury Rate, the day within
the week in which the applicable Interest Reset Date falls upon which day
Treasury Bills are normally auctioned; PROVIDED, HOWEVER, that if an auction is
held on the Friday of the week preceding the applicable Interest Reset Date, the
"INTEREST DETERMINATION DATE" shall mean such preceding Friday. If the interest
rate of any 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 the Note shall be the most
recent Business Day which is at least two Business Days prior to the applicable
Interest Reset Date on which each Interest Rate Basis shall determinable. Each
Interest Rate Basis will be determined as of such date, and the applicable
interest rate shall take effect on the related Interest Reset Date.

         Either or both of the following may also apply to the floating interest
rate on any 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 any Note shall in no event be higher
than the maximum rate permitted under the law of the State of New York, 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; (ii)
quarterly, on the third Wednesday of March, June,

<PAGE>

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 applicable 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 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.

         For any Note bearing interest at a floating rate, the applicable
Remarketing Agent shall determine the interest rate in effect from the Interest
Rate Adjustment Date for such Note to the initial Interest Reset Date. The
interest rate in effect for each Interest Reset Period thereafter shall be
determined by a calculation agent selected by the Company (a "CALCULATION
AGENT"). Upon request of the Beneficial Owner of a Note, after any Interest Rate
Adjustment Date, the Calculation Agent or the Remarketing Agent shall 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 such 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 such Note. Except as
described herein with respect to a Note earning interest at floating rates, the
Beneficial Owner of a note shall not be entitled to receive notice of the
applicable interest rate, Spread (if any) or Spread Multiplier (if any).

<PAGE>

         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 the Stated Maturity, as the case may be.

         (b) INTEREST RATE BASES FOR FLOATING INTEREST RATES. The basis for the
floating interest rate on any Note during any Interest Rate Period may include,
but is not limited to, any of the following bases (each, an "INTEREST RATE
BASIS"):

                  (1) 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 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.

                  (2) If an Interest Rate Basis for any 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 a 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 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 for (i), if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate

<PAGE>

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 shall 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 shall 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 shall be
calculated by the Calculation Agent and shall 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 shall
be calculated by the Calculation Agent and shall 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 shall be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes shall be eliminated; PROVIDED,
HOWEVER, that if fewer than three Reference Dealers so selected 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
shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If
two

<PAGE>

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,
shall obtain from five Reference Dealers quotations for the Treasury Note with
the shorter remaining term to maturity.

                  (3) 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.

                  (4) 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,

<PAGE>

               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 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).

                  (5) 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

<PAGE>

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 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.

                  (6) 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

<PAGE>

               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 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

<PAGE>

in the interest period for which interest is being calculated.

SECTION 207.  CONVERSION  BETWEEN INTEREST RATE MODES BY THE COMPANY

         The Company may, at its option, convert the Interest Rate Mode of the
Notes upon (i) any Interest Rate Adjustment Date, (ii) election of a Callholder
to remarket the Notes, subject to the provisions of Section 305 hereof, or (iii)
failure of the Callholder to purchase the Notes on the applicable REPS
Remarketing Date as described in Section 304 hereof, in each case in accordance
with the procedures provided for in this Section.

         (a) CONVERSION BETWEEN COMMERCIAL PAPER TERM PERIODS. Each Note in a
Commercial Paper Term Period may be remarketed into the same Interest Rate
Period or converted at the option of the Company to a different Commercial Paper
Term Period on any Interest Rate Adjustment Date upon either receipt by the
Remarketing Agent and the Trustee of a notice, which will be submitted promptly
confirmed in writing (which includes facsimile or appropriate electronic media),
from the Company (a "CONVERSION NOTICE") prior to 9:30 a.m., New York City time,
or the remarketing of such Note, whichever occurs later, on such Interest Rate
Adjustment Date.

         (b) CONVERSION FROM THE COMMERCIAL PAPER TERM MODE TO THE LONG TERM
RATE MODE OR THE REPS MODE. Each Note in the Commercial Paper Term Mode may be
converted at the option of the Company to the Long Term Rate Mode or the REPS
Mode on any Interest Rate Adjustment Date upon receipt not less than ten (10)
days prior to such Interest Rate Adjustment Date by the Remarketing Agent and
the Trustee of a Conversion Notice from the Company.

         (c) CONVERSION BETWEEN LONG TERM RATE PERIODS OR FROM THE LONG TERM
RATE MODE OR THE REPS MODE TO THE COMMERCIAL PAPER TERM MODE, LONG TERM RATE
MODE OR THE REPS MODE. Each Note in a Long Term Rate Period may be remarketed in
the same Interest Rate Period or converted at the option of the Company to a
different Long Term Rate Period or from the Long Term Rate Mode to the
Commercial Paper Term Mode or the REPS Mode, or from the REPS Mode to a
different REPS Mode or to the Long Term Rate Mode or the Commercial Paper Term
Mode, on any Interest Rate Adjustment Date for such Note upon receipt by the
Trustee and the Remarketing Agent for such Note of a Conversion Notice from the
Company not less than ten (10) days prior to such Interest Rate Adjustment
Dates; PROVIDED that the notice required for conversion from the initial REPS
Mode shall not be required until the latest of the day after the Initial
Callholder notifies the Company that it will not purchase the Notes for
remarketing, the day the Initial Callholder fails to so purchase the Notes or
the day the Company elects to convert the Notes to a new Interest Rate Mode
after the Initial Callholder has elected to remarket the Notes.

         (d) CONVERSION NOTICE. Each Conversion Notice must state each Note to
which it relates and the new Interest Rate Mode (if applicable), the new
Interest Rate Period, the date of the applicable conversion (the "CONVERSION
DATE") and, with respect to any Long Term Rate Period, any optional redemption
or repayment terms for each such Note.

         (e) REVOCATION OR CHANGE OF CONVERSION NOTICE OR FLOATING INTEREST RATE
NOTICE.

<PAGE>

The Company may, upon written notice received by the Trustee and the applicable
Remarketing Agent, revoke any Conversion Notice or Floating Interest Rate Notice
or change the Interest Rate Mode to which such Conversion Notice relates or
change any Floating Interest Rate Notice up to 9:30 a.m., New York City time, on
the Conversion Date, subject to the limitation set forth in subsection (f) of
this Section. If the Company revokes a Conversion Notice or the Trustee and the
Remarketing Agent fail to receive a Conversion Notice from the Company by the
specified date in advance of the Interest Rate Adjustment Date for a Note, the
Note shall be converted automatically to the Weekly Rate Period.

         (f) LIMITATION ON CONVERSION, CHANGE OF CONVERSION NOTICE OR FLOATING
INTEREST RATE NOTICE AND REVOCATION. Notwithstanding the foregoing subsections
(a), (b), (c), (d) and (e), the Company may not, without the consent of the
applicable Remarketing Agent, convert any Note or revoke or change any
Conversion Notice or Floating Interest Rate Notice at or after the time at which
such Remarketing Agent has determined the interest rate, or Spread (if any) and
Spread Multiplier (if any), for any Note being remarketed (I.E., the time at
which such Note has been successfully remarketed, subject to settlement on the
related Interest Rate Adjustment Date). The Remarketing Agent may advise the
Company of indicative rates from time to time, or at any time upon the request
of the Company, prior to making such determination of the interest rate, Spread
or Spread Multiplier, as the case may be.

         SECTION 208. AUTOMATIC TENDER OF NOTES ON THE INTEREST RATE ADJUSTMENT
DATE

         Each Note shall be automatically tendered for purchase, or deemed
tendered for purchase, on each Interest Rate Adjustment Date relating thereto.
Notes shall be purchased or redeemed on the Interest Rate Adjustment Date
relating thereto as described in Section 209 or 210 hereof.

         SECTION 209. REMARKETING

         (a) APPOINTMENT OF REMARKETING AGENT. In connection with the conversion
by the Company of any Note as set forth in Section 207 hereof, the Company shall
enter into a remarketing agreement with a Remarketing Agent on or prior to the
remarketing of such Notes, which Remarketing Agent shall be responsible for the
remarketing of such Notes. When any Note is tendered under Section 208 hereof to
the Remarketing Agent for remarketing, the Remarketing Agent will use its
reasonable efforts to remarket such Note on behalf of the Beneficial Owner
thereof at a price equal to 100% of the principal amount thereof. The
Remarketing Agent may purchase tendered Notes for its own account in a
remarketing, but will not be obligated to do so. The Company may offer to
purchase Notes in a remarketing, PROVIDED that the interest rate established
with respect to Notes in such remarketing is not different from the interest
rate that would have been established if the Company had not purchased such
Notes. Any Notes for which the Company shall have given a notice of redemption
to the Trustee and the Remarketing Agent will not be considered in a
remarketing.

         (b) REMARKETING PROCEDURES. With respect to each Note for which there
is to be established an interest rate from time to time by a Remarketing Agent
responsible for the remarketing thereof, such interest rate shall be set in
accordance with the procedures of paragraphs (i) and (ii) below.

<PAGE>

                  (i) DETERMINATION OF INTEREST RATE. By 11:00 a.m., New York
City time, on the Interest Rate Adjustment Date for any 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 any Notes not successfully remarketed as of the applicable deadline
specified in this paragraph. In determining the applicable interest rate for
such 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.

                  (ii) NOTIFICATION OF RESULTS; SETTLEMENT. By 12:30 p.m., New
York City time, on the Interest Rate Adjustment Date of any Notes, the
applicable Remarketing Agent will notify the Company and the 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 such Notes for the next Interest Rate Period, (ii) the Interest
Rate Adjustment Date, (iii) the Interest Payment Dates for any Notes 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 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 extent such information has been provided to the Trustee, 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 Notes (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 Notes 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 such Notes by book-entry through the Depositary by 3:00 p.m., New York
City time, on the Interest Rate Adjustment Date.

         All tendered Notes 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

<PAGE>

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 any such Notes were
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
such Notes plus accrued interest, if any, to such date.

         The transactions described above for a remarketing of any Notes will be
executed on the Interest Rate Adjustment Date for such Notes through the
Depositary in accordance with the procedures of the Depositary, and the accounts
of the respective the 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 in Section 210 hereof, any Notes tendered
in a remarketing will be purchased solely out of the proceeds received from
purchasers of such Notes 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, 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
the Notes in the book-entry system of the Depositary, no certificates for such
Notes will be delivered by any selling Beneficial Owner to reflect any transfer
of Notes effected in any remarketing.

         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.

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

<PAGE>

          (c) FAILED REMARKETING. Notes not successfully remarketed will be
subject to Special Mandatory Purchase by the Company as set forth in Section 210
hereof.

         SECTION 210. PURCHASE AND REDEMPTION OF NOTES

         (a) SPECIAL MANDATORY PURCHASE. Subject to certain exceptions, if on
any Interest Rate Adjustment Date for any Notes, the applicable Remarketing
Agent and the applicable Standby Remarketing Agent(s) have not remarketed all
such Notes, the Notes that have not been remarketed are subject to Special
Mandatory Purchase (a "SPECIAL MANDATORY PURCHASE") by the Company. The Company
is 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 Notes pursuant to a Special
Mandatory Purchase will constitute an Event of Default under the Indenture as
set forth in Section 401 hereof in which event the date of such failure shall
constitute a date of Maturity for such Notes 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, such Notes will bear interest at the Special Interest Rate as provided
for in Section 205 hereof.

         (b) OPTIONAL REDEMPTION ON ANY INTEREST RATE ADJUSTMENT DATE. Each Note
will be 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
thereof.

         (c) REDEMPTION WHILE NOTES ARE IN THE LONG TERM RATE MODE. Any Notes in
the Long Term Rate Mode are 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.

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

         SECTION 211. FORM AND OTHER TERMS OF THE NOTES

<PAGE>

         (a) Attached hereto as EXHIBIT A is the form of Note, which form is
hereby established as the form in which Notes may be issued bearing interest at
the Initial Interest Rate or in the Commercial Paper Term Mode, the Long Term
Rate Mode or the REPS Mode. Annex A to EXHIBIT A is deemed to be a part of such
Note and such Annex may be changed upon the mutual agreement of the Company and
the Trustee to reflect changes occasioned by remarketings.

         (b) Subject to (a) above, any Note may be issued in such other form as
may be provided by, or not inconsistent with, the terms of the Original
Indenture and this Second Supplemental Indenture.

                                 ARTICLE THREE

                                  THE REPS MODE

         SECTION 301. APPLICABILITY OF ARTICLE

         The provisions of this Article Three shall apply to any Note in the
REPS Mode. To the extent that any provision of this Article Three conflicts with
any provision of Article Two, the provisions set forth in this Article Three
shall govern.

         SECTION 302. INITIAL REPS RATE PERIOD

     The Notes shall be issued initially in a REPS Mode with respect to which
the Company shall have on the Original Issue Date entered into a REPS
Remarketing Agreement. With respect to Notes within a REPS Rate Period
commencing on the Original Issue Date, references in this Article Three 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
upon which the REPS Rate Period commences shall mean the Original Issue Date.

         SECTION 303. INTEREST TO REPS REMARKETING DATE

         Each Note in the REPS Mode will bear interest at the annual interest
rate established by the Callholder from, and including, the Interest Rate
Adjustment Date commencing the Interest Rate Period for the REPS Mode to, but
excluding, the REPS Remarketing Date. 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 such Note on the date the interest
rate is established. The designated REPS Remarketing Date shall be an Interest
Payment Date within such Interest Rate Period.

         SECTION 304. TENDER TO AND REMARKETING BY THE CALLHOLDER

         The obligations of the Callholder set forth herein shall be performed
under the applicable REPS Remarketing Agreement.

         (a) MANDATORY TENDER. Provided that the Callholder gives notice to the
Company and

<PAGE>

the Trustee on or before the Notification Date of its intention to purchase the
Notes for remarketing, each Note will be automatically tendered, or deemed
tendered, to the Callholder for remarketing at the REPS Coupon Reset Rate on the
REPS Remarketing Date, except in the circumstances described in subsection
(b)(2) and Section 305 below with regard to failure of the Callholder to
purchase the Notes. The purchase price for the tendered Notes to be paid by the
Callholder will equal 100% of the principal amount thereof. When the Notes are
tendered for remarketing, the Callholder may remarket the Notes for its own
account at varying prices to be determined by the Callholder at the time of each
sale. From and including the REPS Remarketing Date to, but excluding, the next
succeeding Interest Rate Adjustment Date, the Notes will bear interest at the
REPS Coupon Reset Rate. If the Callholder elects to remarket the Notes, the
obligation of the Callholder to purchase the Notes on the REPS Remarketing Date
is subject to the conditions set forth in the applicable REPS Remarketing
Agreement.

         (b) REMARKETING. The remarketing of the notes purchased by Callholder
under the REPS Remarketing Agreement shall be carried out in accordance with the
following procedures:

                  (1) THE REPS COUPON RESET RATE. Subject to the Callholder's
election to remarket the Notes as provided in subsection (a) above, the REPS
Coupon Reset Rate shall be determined by the Callholder by 3:30 p.m., New York
City time, on the third Business Day immediately preceding the REPS Remarketing
Date (the "DETERMINATION DATE") to the nearest one hundred-thousandth (0.00001)
of one percent per annum and will be equal to the Base Rate established by the
Callholder, after consultation with the Company, at or prior to the commencement
of the REPS Mode (the "BASE RATE"), plus the Applicable Spread, which will be
based on the Dollar Price of the Notes.

                  (2) 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.

         All of the tendered Notes 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 REPS Remarketing Date.

         In the event that the Callholder purchases the tendered Notes on the
REPS Remarketing Date, the Callholder will make or cause the Trustee to make
payment to the DTC 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 of such Beneficial
Owner's tendered Notes. If the Callholder does not purchase all of the Notes on
the REPS Remarketing Date, the Company may attempt to convert the Notes to a new
Interest Rate Mode, such interest rate to be determined as provided for in
Section 205 hereof, and settlement will be effected as described in this Section
304(b). In any case, the Company will make or cause the Trustee to make payment
of interest to each Beneficial Owner of Notes due on the REPS Remarketing Date
by book-entry through the Depositary by the close of business on the

<PAGE>

REPS Remarketing Date.

         The transactions in this subsection (b)(2) hereof 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 Notes remarketed by the
Callholder on and 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 to the extent
required by the Depositary or to the extent required to facilitate the tender
and remarketing of Notes in certificated form, if the book-entry system is no
longer available for the Notes at the time of the remarketing. In addition, the
Callholder may, in accordance with the terms of the Indenture, modify the tender
and settlement procedures set forth above in order to facilitate the tender and
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 such
Notes will be delivered by any selling Beneficial Owner to reflect any transfer
of such Notes effected in the remarketing.

         SECTION 305. CONVERSION OR REDEMPTION FOLLOWING ELECTION BY THE
CALLHOLDER TO REMARKET

         (a) If the Callholder elects to remarket the Notes on the REPS
Remarketing Date, the Notes will be subject to mandatory tender to the
Callholder for remarketing on such date, in each case subject to the conditions
set forth in Section 304 hereof, and to the Company's right to either convert
the Notes to a new Interest Rate Mode on the REPS Remarketing Date or to redeem
the Notes 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 Notes to a new
Interest Rate Mode, or to redeem the Notes in whole, but not in part, from the
Callholder at the Optional Redemption Price, in each case on the REPS
Remarketing Date.

         (b) In the event that the Company irrevocably elects to convert the
Notes to a new Interest Rate Mode, then as of the REPS Remarketing Date the
Notes will cease to be in the REPS Mode, the REPS Remarketing Date will
constitute an Interest Rate Adjustment Date, and the Notes shall be subject to
remarketing on such date by a Remarketing Agent appointed in the Commercial
Paper Term Mode or the Long Term Rate Mode or a new REPS Mode established in
accordance with the procedures set forth in Section 207 hereof; PROVIDED that,
in such case, the notice period required for conversion shall be the period
commencing on the Determination Date. In such case, the Company shall pay to the
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 Callholder on the REPS Remarketing Date.

<PAGE>

         (c) In the event that the Company irrevocably elects to redeem the
Notes, the "OPTIONAL REDEMPTION PRICE" shall be the greater of either (i) 100%
of the principal amount of the Notes 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. If the Company elects to redeem
the Notes, it shall pay the redemption price therefor in same-day funds by wire
transfer to an account designated by the Callholder on the REPS Remarketing
Date.

         (d) If notice has been given as provided in the Indenture and funds for
the redemption of any Notes called for redemption shall have been made available
on the redemption date referred to in such notice, such Notes 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 such Notes in
accordance with such notice.

                                  ARTICLE FOUR

             ADDITIONAL EVENTS OF DEFAULT WITH RESPECT TO THE NOTES

         SECTION 401. DEFINITION

         All of the events specified in clauses (1), (2) and (4) through (6) of
Section 501(a) of the Original Indenture shall be "Events of Default" with
respect to the Notes. In addition, the following event that shall have occurred
and be continuing shall be an additional Event of Default with respect to each
series of Notes: (7) default in the payment of the purchase price with respect
to the Special Mandatory Purchase on the applicable Interest Rate Adjustment
Date in accordance with Section 210(a) hereof.

                                  ARTICLE FIVE

                    AUTHENTICATION AND DELIVERY OF THE NOTES

         SECTION 501. AUTHENTICATION AND DELIVERY

         As provided in and pursuant to Section 303 of the Original Indenture,
each time that the Company delivers Notes to the Trustee or Authenticating Agent
for authentication, the Company shall deliver a Supplemental Company Order in
the form of EXHIBIT B to this Second Supplemental Indenture for the
authentication and delivery of such Notes and the Trustee or such Authenticating
Agent shall authenticate and deliver such Notes.

                                  ARTICLE SIX

<PAGE>

                             SUPPLEMENTAL INDENTURES

         SECTION 601. EFFECT ON ORIGINAL INDENTURE

         The Second Supplemental Indenture is a supplement to the Original
Indenture. As supplemented by this Second Supplemental Indenture, the Original
Indenture is in all respects ratified, approved and confirmed, and the Original
Indenture and this Second Supplemental Indenture shall together constitute one
and the same instrument.

                                 ARTICLE SEVEN

                                  MISCELLANEOUS

         SECTION 701. COUNTERPARTS

         This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute by one and the same instrument.

         SECTION 702. RECITALS

         The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Second Supplemental Indenture.

         SECTION 703. GOVERNING LAW

         This Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the jurisdiction that govern the Original
Indenture and its construction.

              [The balance of this page intentionally left blank.]


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the date and year first written
above.

                                   TAMPA ELECTRIC COMPANY

                                   By:  /s/ ROBERT D. FAGAN
                                      -----------------------------------------
                                      Name:    Robert D. Fagan
                                      Title:   Chairman of the Board and Chief
                                               Executive Officer



[Corporate Seal]



                        THE BANK OF NEW YORK, AS TRUSTEE

                                            By:  /s/ JAMES HALL
                                               ------------------------------
                                               Name:  James Hall
                                               Title: Vice President




[Corporate Seal]


<PAGE>

State of Pennsylvania                       )
                                            ) SS.:
County of Schuylkill                        )

     On the 16th day of August, 2000 before me personally came Robert D. Fagan,
to me known, who, being by me duly sworn, did depose and say that s/he is Robert
D. Fagan of TAMPA ELECTRIC COMPANY, one of the corporations described in and
which executed the foregoing instrument; that s/he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that s/he signed his/her name thereto by like authority.

                                             /s/ DEBRA L. BADDICK
                                             ----------------------------------
                                             Notary Public

State of New York                   )
                                    ) SS.:
County of New York                  )

         On the 17th day of August 2000 before me personally came James Hall to
me known, who, being by me duly sworn, did depose and say that he/she is Vice
President of THE BANK OF NEW YORK, one of the corporations described in and
which executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he/she signed his/her names thereto by like authority.



                                           /s/ JEAN F. NEWMAN
                                           ------------------------------------
                                           Notary Public


<PAGE>

                                                                       EXHIBIT A

                                  FORM OF NOTE









<PAGE>

                                                                       EXHIBIT B

                             TAMPA ELECTRIC COMPANY

                       7 3/8% RESET PUT SECURITIES DUE 2015

                           SUPPLEMENTAL COMPANY ORDER

         Pursuant to Article Five of the Second Supplemental Indenture, dated as
of August 15, 2000, to the Indenture, dated as of July 1, 1998, as amended, you
are instructed to prepare and authenticate a Note, of the series identified
above, in the principal amount of $______________. The Note is being delivered
in exchange for issued and outstanding Notes of the series identified above.

         IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
________, ____.

                                            TAMPA ELECTRIC COMPANY

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




<PAGE>

                                                                       EXHIBIT C

[Tampa Electric Company Letterhead]

                          FLOATING INTEREST RATE NOTICE

                                                                          [Date]

To:      [Remarketing Agent(s)]
         [Address]
         The Bank of New York
         10161 Centurion Parkway
         Jacksonville, Florida 32256
         Attention:   Corporate Trust Trustee Administration
         Telecopy:    (904) 645-1997

         Re: 7 3/8% REset Put Securities Due 2015 (the "Notes")

Ladies and Gentlemen:

         This Floating Interest Rate Notice relates to (i) $_______________
principal amount of the Notes (CUSIP No. ___________) and (ii) the proposed
[Long Term Rate Period] [REPS Rate Period] of the Note (the "Interest Rate
Period") commencing on ___________ and ending on ___________. Capitalized terms
used and not otherwise defined herein shall have their respective meanings
assigned to them in the Notes.

         We hereby notify you that the above-referenced Notes will bear the
following floating rate terms during the Interest Rate Period specified above:

1.       The Interest Rate Basis(es) shall be:

       [      ] CD Rate, where the Index Maturity will be ______________;

       [      ] CMT Rate, where the Designated CMT Maturity Index will be
                _____________, and the Designated CMT Telerate Page will be
                ____________;

       [      ] Federal Funds Rate;

       [      ] LIBOR Reuters, where the Index Currency will be ___________, and
                the Designated LIBOR Page will be __________;


<PAGE>

       [      ] LIBOR Telerate, where the Index Currency will be _____________ ,
                and the Designated LIBOR Page will be _____________;

       [      ] Prime Rate;

       [      ] Treasury Rate

2. The floating interest rate will be reset as follows:

       [      ] Initial Interest Reset Date will be __________ ;

       [      ] Interest Reset Dates will be _____________;

       [      ] Interest Reset Period will be ____________;

3. The interest will be paid as follows:

       [      ] Interest Payment Dates will be _____________;

       [      ] Interest Rate Period will be ____________;

       [      ] Index Maturity will be _________;

       [      ] Floating Rate Maximum Interest Rate will be ____________;

       [      ] Floating Rate Minimum Interest Rate will be ______________.

4. Day Count Convention:

       [      ] Actual/360;

       [      ] Actual/Actual;

       [      ] 30/360.

5. Other terms: [ ]

     Each Beneficial Owner of the Note will be deemed to have tendered such Note
as of the Interest Rate Adjustment Date and will not be entitled to further
accrual of interest after the Interest Rate Adjustment Date.

                                      TAMPA ELECTRIC COMPANY



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



<PAGE>