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                                                                    Exhibit 4(c)

                              Progress Energy, Inc.

                              OFFICER'S CERTIFICATE

     Thomas R. Sullivan, the Treasurer of Progress Energy, Inc. (the "Company"),
pursuant to the authority granted in the Board Resolutions dated October 24,
2001 and the Indenture, as defined herein, does hereby certify to Bank One Trust
Company, N.A. (the "Trustee"), as Trustee under the Indenture (for Debt
Securities) of the Company, dated as of February 15, 2001 (as supplemented by
this Officer's Certificate, the "Indenture"), that he has authorized the issue
and sale of 7.00% Senior Notes due 2031 (the "Notes") by the Company, and, in
connection with such issuance, has determined, approved or appointed, as the
case may be, the following:

1.   The notes of this series issued under the Indenture shall be designated
     "7.00% Senior Notes due 2031." The Form of Note is attached hereto as
     Exhibit A. All capitalized terms used in this certificate which are not
     defined herein shall have the meanings (if any) set forth in Exhibit A
     hereto; all capitalized terms used in this certificate which are not
     defined herein or in Exhibit A hereto shall have the meanings set forth in
     the Indenture.

2.   If not redeemed earlier pursuant to their terms, the Notes shall mature and
     the principal thereof shall be due and payable together with all accrued
     and unpaid interest thereon on October 30, 2031.

3.   The Notes shall initially be issued as Global Securities registered in the
     name of a nominee of The Depository Trust Company. The Notes shall be
     issued in denominations of $1,000 and integral multiples thereof.

4.   The Notes shall bear interest as provided in Exhibit A.

5.   The Notes may be redeemed at any time as provided in Exhibit A.

6.   The Notes shall not be subject to a sinking fund.

7.   Principal and interest will be payable initially at the corporate trust
     office of Bank One Trust Company, N.A., presently located at 14 Wall
     Street, 8th Floor, New York, New York 10005, or such other place as may be
     designated by the Company from time to time.

8    The Notes will be subject to certain events of default and certain
     covenants as set forth in the Indenture and Exhibit A.

9.   The Trustee shall initially be Bank One Trust Company, N.A., the principal
     corporate trust office of which presently is located at One North State
     Street, Chicago, Illinois 60670-0126.

10.  The Notes shall be senior unsecured obligations of the Company.

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11.  Any further terms of the Notes shall be as provided for in Exhibit A hereto
     and in the Indenture.

             [The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned Treasurer of the Company has executed this
               Certificate as of the 30/th/ day of October, 2001.



                                           /s/ Thomas R. Sullivan
                                           ----------------------
                                           Thomas R. Sullivan, Treasurer

                                       3

<PAGE>

                               [depositary legend]

[Insert applicable depositary legend or legends, which initially shall be the
following:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

THIS 7.00% SENIOR NOTE DUE 2031 MAY, AS PROVIDED IN THE INDENTURE, BE EXCHANGED
FOR 7.00% SENIOR NOTES DUE 2031 IN THE FORM OF DEFINITIVE CERTIFICATES OF LIKE
TENOR AND OF AN EQUAL AGGREGATE PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS,
REGISTERED IN THE NAMES OF SUCH PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE
TRUSTEE, IF (I) THE DEPOSITARY GIVES NOTICE TO THE COMPANY OR TO THE TRUSTEE
THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY AND A SUCCESSOR
DEPOSITARY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, (II) THE DEPOSITARY
CEASES TO BE ELIGIBLE UNDER THE INDENTURE AND A SUCCESSOR DEPOSITARY IS NOT
APPOINTED BY THE COMPANY WITHIN 90 DAYS OR (III) THE COMPANY DECIDES TO
DISCONTINUE USE OF THE SYSTEM OF BOOK-ENTRY TRANSFERS THROUGH THE DEPOSITARY OR
ITS SUCCESSOR. ANY SUCH EXCHANGE SHALL BE MADE UPON RECEIPT BY THE TRUSTEE OF AN
OFFICER'S CERTIFICATE THEREFOR AND A WRITTEN INSTRUCTION FROM THE DEPOSITARY
SETTING FORTH THE NAME OR NAMES IN WHICH THE TRUSTEE IS TO REGISTER SUCH 7.00%
SENIOR NOTES DUE 2031 IN THE FORM OF DEFINITIVE CERTIFICATES.]

                                       4

<PAGE>

                              PROGRESS ENERGY, INC.

                           7.00% Senior Note due 2031

No. R-__                                                            $___________

                                                             CUSIP No. 743263AG0
     Progress Energy, Inc., a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _____________, or registered assigns,
the principal sum of _____________________ and No/100 Dollars ($_______________)
on October 30, 2031 and to pay interest thereon from October 30, 2001 or from
the most recent Interest Payment Date with respect to which interest has been
paid or duly provided for, semi-annually on April 30 and October 30 in each year
(each an "Interest Payment Date"), commencing April 30, 2002, at the rate of
7.00% per annum, until the principal hereof is paid or made available for
payment, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 7.00% per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be (i) for Notes of this
series in the form of Global Securities, on the business day prior to each
Interest Payment Date, or (ii) for Notes of this series in the form of
definitive certificates, on April 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

     Payment of the principal of (and premium if any) and such interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
such interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Debt Security Register.

     The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. Interest will accrue from each prior
Interest Payment Date to, but not including, the relevant payment date. In the
event that any date on which interest is payable

                                       5

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on the Notes of this series is not a Business Day at any Place of Payment, then
payment of interest or principal and premium, if any, need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, and, if
such payment is made or duly provided for on such Business Day, no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
to such Business Day. A "Business Day" means when used with respect to a Place
of Payment or any other particular location specified in the Indenture, means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in such Place of Payment or other location are
generally authorized or required by law, regulation or executive order to remain
closed.

     Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.

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

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

     Dated:

                                               PROGRESS ENERGY, INC.


                                               By: _____________________________
[SEAL]                                              [Name]
                                                    [Title]

Attest:


_____________________
[Name]
[Title]

                                       6

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

     Dated:

                                         BANK ONE TRUST COMPANY, N.A.,
                                           as Trustee

                                         By:_______________________________
                                         Name:
                                         Title: Authorized Representative

                                       7

<PAGE>

[Form of Reverse of 7.00% Senior Note due 2031]

     This Note is one of the duly authorized issue of securities of the Company
of the series designated on the face hereof (herein called the "Notes"), issued
and to be issued in one or more series under an Indenture (For Debt Securities),
dated as of February 15, 2001 (herein, together with any amendments thereto,
called the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Bank One Trust Company, N.A., as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, including the
Board Resolutions and Officer's Certificate filed with the Trustee on September
__, 2001, creating the series designated on the face hereof, for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.

     The Notes are senior unsecured obligations of the Company and rank equally
with all of the Company's other senior unsecured indebtedness from time to time
outstanding. Debt Securities may be issued under the Indenture from time to time
as a single series or in two or more separate series up to the aggregate
principal amount from time to time authorized for each series. The Company may,
from time to time, without the consent of the holder of this Note, provide for
the issuance of Notes or other Debt Securities under the Indenture in addition
to this Note.

     The Notes will not be subject to a sinking fund.

Events of Default

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

     In addition to the Events of Default specified in the Indenture, a default
with respect to any indebtedness of the Company other than the Notes of this
series shall constitute an Event of Default with respect to the Notes of this
series if: (i) the default results from a failure to pay such indebtedness when
due, whether by reason of acceleration or otherwise and (ii) the principal
                                                    ---
amount of such indebtedness, together with the principal amount of any other
such defaulted indebtedness, exceeds $25,000,000.

Restrictive Covenants

     Limitation on Liens

     As long as the Notes remain outstanding, neither the Company nor any of its
Subsidiaries may issue, assume or guarantee (including any contingent obligation
to purchase) or permit to exist any indebtedness secured by a lien on any
capital stock of any Subsidiary or on any tangible property owned by the Company
or any Subsidiary, without effectively securing the

                                       8

<PAGE>

Notes equally and ratably with (or prior to) the new indebtedness (but only so
long as such new indebtedness is so secured).

     The foregoing limitation does not limit the following liens and
indebtedness:

            (1) purchase money liens on property acquired in the future;
liens of any kind existing on property or shares of stock at the time they are
acquired; conditional sales agreements and other title retention agreements on
property acquired in the future (as long as none of the liens referenced in this
clause (1) cover any other properties of the Company or any of its
Subsidiaries);

            (2) liens on property that exist as of the date the Notes are first
issued (including the existing first mortgage indentures of Carolina Power &
Light Company and Florida Power Corporation); liens on the shares of stock of
any corporation, which liens existed at the time that corporation became a
Subsidiary;

            (3) liens in favor of the United States (or any State), any foreign
country or any department, agency or instrumentality or political subdivision of
those jurisdictions, to secure payments pursuant to any contract or statute or
to secure any debt incurred for the purpose of financing the purchase price or
the cost of constructing or improving the property subject to those liens,
including, for example, liens to secure debt of the pollution control or
industrial revenue bond type;

            (4) debt issued by the Company or any Subsidiary in connection with
a consolidation or merger of the Company or any such Subsidiary with or into any
other company in exchange for secured debt of that company (Third Party Debt) as
long as that debt (i) is secured by a mortgage on all or a portion of the
property of that company, (ii) prohibits secured debt from being incurred by
that company, unless the Third Party Debt is secured in an equal and ratable
basis or (iii) prohibits secured debt from being incurred by that company;

            (5) liens on any property acquired, constructed, developed or
improved after the date the Notes are first issued, which liens are created
before or within 24 months after the acquisition, construction, development or
improvement of the property and secure the payment of the costs of such
acquisition, construction, development or improvement or related costs;

            (6) liens in favor of the Company or any of the Company's
wholly-owned Subsidiaries;

            (7) the replacement, extension or renewal of any lien referred to
above in clauses (1) through (6) as long as the amount secured by the liens or
the property subject to the liens is not increased; and

            (8) any other lien not covered by clauses (1) through (7) above as
long as immediately after the creation of the lien the aggregate principal
amount of debt secured by all liens created or assumed under this clause (8),
together with the aggregate Attributable Value of all Sale and Leaseback
Transactions (other than Sale and Leaseback Transactions permitted by clause (2)
of the "Limitation on Sale and Leaseback Transactions" covenant below), does not
exceed 20% of the Company's Consolidated Net Tangible Assets.

                                       9

<PAGE>

         Limitation on Sale and Leaseback Transactions

         As long as the Notes remain outstanding, neither the Company nor any of
its Subsidiaries may enter into any Sale and Leaseback Transaction unless
either:

            (1) the Company and its Subsidiaries would be entitled pursuant to
the "Limitation on Liens" covenant above to create indebtedness secured by a
lien on the property to be leased back in an amount equal to the Attributable
Value of such Sale and Leaseback Transaction without the Notes being effectively
secured equally and ratably with (or prior to) that indebtedness; or

            (2) the Company or the relevant Subsidiary, within 270 days after
the sale or transfer of the relevant assets shall have been made, applies, in
the case of a sale or transfer for cash, an amount equal to the net proceeds
from the sale or, in the case of a sale or transfer otherwise than for cash, an
amount equal to the fair market value of the property so leased (as determined
by any two directors of the Company or the relevant Subsidiary) to (i) the
retirement of long-term indebtedness of the Company or the relevant Subsidiary
ranking prior to or on a parity with the Notes or (ii) the investment in any
property used in the ordinary course of business by the Company or any
Subsidiary.

         As used in this subsection:

         "Attributable Value" means, as to any particular lease under which the
Company or any of its Subsidiaries is at any time liable as lessee and at any
date as of which the amount thereof is to be determined, the amount equal to the
greater of (i) the net proceeds from the sale or transfer of the property leased
pursuant to the Sale and Leaseback Transaction or (ii) the net book value of the
property, as determined by the Company in accordance with generally accepted
accounting principles at the time of entering into the Sale and Leaseback
transaction, in either case multiplied by a fraction, the numerator of which
shall be equal to the number of full years of the term of the lease that is part
of the Sale and Leaseback Transaction remaining at the time of determination and
the denominator of which shall be equal to the number of full years of the term,
without regard, in any case, to any renewal or extension options contained in
the lease.

         "Consolidated Net Tangible Assets" means the amount shown as total
assets on the Company's consolidated balance sheet, less (i) intangible assets
including, without limitation, such items as goodwill, trademarks, trade names,
patents, unamortized debt discount and expense and certain regulatory assets,
and (ii) appropriate adjustments, if any, on account of minority interest.
Consolidated Net Tangible Assets shall be determined in accordance with
generally accepted accounting principles and practices applicable to the type of
business in which we are engaged and approved by the independent accountants
regularly retained by the Company, and may be determined as of a date not more
than 60 days prior to the happening of the event for which such determination is
being made.

         "Subsidiary" means an entity more than 50% of the outstanding voting
stock (or comparable equity interest) of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. For the purposes of this definition, "voting stock"
means stock that ordinarily has voting power for the

                                       10

<PAGE>

election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reasons of any contingency.

         "Sale and Leaseback Transaction" means any transaction or series of
related transactions relating to property now owned or hereafter acquired by the
Company or any of its Subsidiaries whereby the Company or one of its
Subsidiaries transfers the property to a person and the Company or one of its
Subsidiaries leases it from that person for a period, including renewals, in
excess of 48 months.

Optional Redemption

         The Notes of this series are subject to redemption by the Company, at
its option, in whole, at any time, or in part, from time to time, upon notice as
provided in the Indenture (not less than 30 nor more than 60 days prior to a
date fixed for redemption (the "Redemption Date")) at a redemption price equal
to the greater of (i) 100% of their principal amount or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon from the Redemption Date to the maturity date, computed by discounting
such payments, in each case, to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 25 basis points (.25%), plus in each case accrued interest on the
principal amount thereof to the Redemption Date (the "Redemption Price"), such
Redemption Price to be set forth in an Officer's Certificate delivered to the
Trustee on or before the Redemption Date and upon which the Trustee may
conclusively rely.

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

         Notice of any optional redemption of Notes of this series (or any
portion thereof) will be given to Holders at their addresses, as shown in the
Debt Security Register for such Notes, not more than 60 nor less than 30 days
prior to the date fixed for redemption. The notice of redemption will specify,
among other items, the method of calculation of the Redemption Price and the
principal amount of the Notes held by such Holder to be redeemed. If less than
all of the Notes are to be redeemed at the option of the Company, the Trustee
shall select, in such manner as it shall deem fair and appropriate, the portion
of such Note to be redeemed in whole or in part.

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

         As used in this subsection:

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

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         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to the
remaining term of the Notes of this series that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes of this series.

         "Independent Investment Banker" means J.P. Morgan Securities Inc. or
Salomon Smith Barney Inc. or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing selected by the Company and appointed by the Trustee.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, the average of
the Reference Treasury Dealer Quotations for such Redemption Date.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date. The Company shall furnish the
Trustee a notice in writing at least five Business Days and not more than ten
Business Days prior to such Redemption Date of (a) the name of each Reference
Treasury Dealer, (b) the Redemption Date, and (c) the third Business Day
preceding the Redemption Date.

         "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.
and Salomon Smith Barney Inc., and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.

Certain Indenture Provisions

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of any of the Debt
Securities. The Indenture also permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations under the Indenture of the Company and the rights of Holders of the
Debt Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a specified
percentage in aggregate principal amount of the Debt Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a specified percentage in aggregate
principal amount of the Debt Securities of each series at the time Outstanding,
on behalf of the Holders of all the Debt Securities of such series, to waive
compliance by the Company with certain

                                       12

<PAGE>

provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.

         As provided in and subject to the provisions of the Indenture, a Holder
of Debt Securities shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Debt
Securities of this series, the Holders of not less than a specified percentage
in aggregate principal amount of the Debt Securities of all series at the time
Outstanding in respect of which an Event of Default shall have occurred and be
continuing shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Debt Securities of all series at
the time Outstanding in respect of which an Event of Default shall have occurred
and be continuing a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.

         No reference herein to the Indenture and no provision of this Note,
subject to the provisions for satisfaction and discharge in Article Seven of the
Indenture, shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

         The Indenture permits the Company, by irrevocably depositing, in
amounts and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
Notes is registrable in the Debt Security Register, upon surrender of a Note for
registration of transfer at the Corporate Trust Office of the Trustee or at such
other offices or agencies of the Trustee from time to time designated for such
purpose, or at such other offices or agencies as the Company may designate, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or
transferees.

                                       13

<PAGE>

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

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

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

                                       14