<TABLE>




                                                   (Page 1 of 7)
-------------------------- ------------------------------------- ------------------------ ------------------------------------------
<S>                       <C>                       <C>          <C>                     <C>
Note Number                Name(s) of Agent(s):       UBS        Agents' Commission       PUBLIC SERVICE COMPANY OF NORTH
  R-1                      Warburg LLC                           $937,500.00              CAROLINA, INCORPORATED
                             Banc of America Securities LLC
                                                                                          ------------------------------------------
-------------------------- ---------------- -------------------- -------------------------------------------------- ------------
Principal Amount           Trade Date       Original Issue Date  Interest Rate (Or Yield to Maturity For Original Issue    CUSIP
$150,000,000               February 12,     February 16, 2001    Discount Notes)                                         74451P AA1
                           2001                                  6.625%
========================== ================ ============ ================= ====================================--------------
Maturity Date              Account No.      Ticket No.   Issue Price       Taxpayer's I.D. or Soc. Sec. No.        Transferred
<S>      <C> <C>                                         <C>
February 15, 2011          N/A              N/A          99.546%                                 *                 N/A
========================== ================ ============ ================= ======================================= ----------------
Name and Address of Registered Owner                                                       MEDIUM TERM NOTE CONFIRMATION
                                                                                              TRUSTEE AND PAYING AGENT
                               CEDE & CO.                                                    First Union National Bank
                            7 Hanover Square                                           1525 West W.T. Harris Boulevard, #3C3
                        New York, New York 10004                                          Charlotte, North Carolina 28288
---------------------- ------------------------ ----------------------------------------------------------- ------------------------
    CUSTOMER COPY      Retain for Tax Purposes  The Time of the Transaction Will Be Published Upon Written  Please Sign and Return
                                                Request of the Customer                                     Enclosed Receipt
---------------------- ------------------------ ----------------------------------------------------------- ------------------------
         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY  TRUST COMPANY (55 WATER STREET,  NEW YORK, NEW YORK) TO 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 SUCH
     OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY
     TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE
     OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
         THIS  SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE  HEREINAFTER  REFERRED TO AND IS
     REGISTERED  IN THE NAME OF A DEPOSITORY  OR A NOMINEE OF A  DEPOSITORY.  UNLESS AND UNTIL IT IS EXCHANGED
     IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED  FORM, THIS SECURITY MAY NOT BE TRANSFERRED  EXCEPT AS
     A WHOLE BY THE  DEPOSITORY  TO A NOMINEE  OF THE  DEPOSITORY  OR BY A NOMINEE  OF THE  DEPOSITORY  TO THE
     DEPOSITORY OR ANOTHER  NOMINEE OF THE  DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
     DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
     REGISTERED                                                                                PRINCIPAL
     AMOUNT:                                                                      $150,000,000
     No.:                                                                                        R-1                      CUSIP:
     74451P AA1

             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                                MEDIUM-TERM NOTE
             Due From Nine Months to Thirty Years From Date of Issue

     ISSUE PRICE:    99.546%                                           INTEREST (check one):

     ORIGINAL ISSUE DATE:    February 16, 2001                                  [ ]     FIXED RATE NOTE
                                                                                        If  this  box  is  checked,
the Interest Rate on this Note
     MATURITY DATE:    February 15, 2011                                                shall be 6.625%.

     REDEMPTION (check one):                                                    [ ]     FLOATING RATE NOTE
                                                                                        If  this  box  is  checked,
the Initial Interest Rate on this
         [ ] No.  This Note is not subject to redemption.                               Note shall be %.

         [ ] Yes. This Note is subject to redemption at any time, in whole or   ADDITIONAL PROVISIONS: (applicable
only to Floating Rate Notes)
                  in part, upon notice as herein provided, at a redemption price
                  equal to the sum of (i) the principal amount of the portion of this   INDEX MATURITY:    N/A
                  Note being redeemed, plus accrued interest hereon to the      BASE RATE:    N/A
                  redemption date, and (ii) the Make-Whole Amount (as defined   SPREAD (PLUS OR MINUS):    N/A
                  herein), if any, with respect to the portion of this Note being       SPREAD MULTIPLIER:    N/A
                  redeemed.                                            INTEREST RESET PERIOD:    N/A
                                                                       SPREAD MULTIPLIER:    N/A
     REGULAR RECORD DATES:      February 1 and August 1                         INTEREST RESET DATES:    N/A
                                                                       MAXIMUM INTEREST RATE:    N/A
     INTEREST PAYMENT DATES:    February 15 and August 15, commencing  MINIMUM INTEREST RATE:    N/A
                                August 15, 2001                        INTEREST PAYMENT PERIOD:    N/A
                                                                       DESIGNATED LIBOR CURRENCY:    N/A
                                                                       DESIGNATED LIBOR PAGE:    N/A

         PUBLIC SERVICE COMPANY OF NORTH CAROLINA,  INCORPORATED,  a corporation
duly  organized  and  existing  under  the laws of the  State of South  Carolina
(herein  referred to as the "Company"),  for value received,  hereby promises to
pay Cede & Co., or  registered  assigns,  the principal sum of One Hundred Fifty
Million Dollars  ($150,000,000.00) on the "Maturity Date" shown above and to pay
interest thereon as hereinafter described.
         REFERENCE  IS HEREBY  MADE TO THE FURTHER  PROVISIONS  OF THIS NOTE SET
FORTH ON THE SUBSEQUENT PAGES HEREOF,  AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
         This Note shall not become valid or obligatory  for any purpose  unless
and until this Note has been  authenticated by First Union National Bank, or its
successor, as Trustee.
         IN WITNESS  WHEREOF,  the  Company  has caused this Note to be executed
under its corporate seal.

Dated:    February 16, 2001                                            PUBLIC  SERVICE  COMPANY OF NORTH  CAROLINA,
INCORPORATED

         CERTIFICATE OF AUTHENTICATION                                 By:
-----------------------------------------------------------------------
                                                                                                 Authorized
Officer
This is one of the Securities of the series  designated  therein  referred to in
the within mentioned Indenture.

FIRST UNION NATIONAL BANK, as Trustee                                  Attest:
---------------------------------------------------------------------
                                                                                                 Secretary
By:
                     Authorized Signatory                              [CORPORATE SEAL]


<PAGE>


             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                                MEDIUM-TERM NOTES

</TABLE>

1.  This  is one of a duly  authorized  issue  of  debentures,  notes  or  other
evidences of indebtedness of the Company (herein called the "Securities"),  of a
series hereinafter specified as issued and to be issued under an Indenture dated
as of January 1, 1996  (herein  called the  "Indenture")  between  the  Company,
successor  by reason of merger to  Public  Service  Company  of North  Carolina,
Incorporated,  a North  Carolina  corporation,  and First Union  National  Bank,
formerly First Union National Bank of North Carolina,  as trustee (herein called
the "Trustee",  which term includes any successor  Trustee under the Indenture),
to which  Indenture  and  Resolutions  of the Board of  Directors of the Company
adopted  or  indentures  supplemental  thereto  reference  is hereby  made for a
statement of the respective  rights  thereunder of the Company,  the Trustee and
the Holders of the Securities,  and the terms upon which the Securities are, and
are to be,  authenticated and delivered.  The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts,  may mature at different  times,  may bear interest at different rates,
may be subject to different  redemption  provisions  (if any), may be subject to
different  sinking,  purchase  or  analogous  funds (if any),  may be subject to
different  covenants  and Events of Default,  and may  otherwise  vary as in the
Indenture  provided.  This Note is one of a series of  Securities of the Company
designated as its  Medium-Term  Notes (herein called the "Notes").  The Notes of
this series may be issued at various  times with  different  maturity  dates and
different principal repayment provisions,  may bear interest at different rates,
may be payable in different  currencies and may otherwise  vary, all as provided
in the Indenture.

2. A. Unless  otherwise  specified on the face hereof,  the Regular  Record Date
with  respect to any  Interest  Payment  Date (as defined  below) shall be, with
respect to Fixed Rate Notes,  March 15 and  September 15 (for  Interest  Payment
Dates of April 1 and October 1, respectively) and, with respect to Floating Rate
Notes,  the date 15 calendar days  immediately  preceding such Interest  Payment
Date,  whether  or not such date  shall be a  Business  Day.  Interest  which is
payable,  and is punctually  paid or duly provided for on each Interest  Payment
Date specified  above will be paid to the Person in whose name this Note (or one
or more  Predecessor  Securities)  is registered at the close of business on the
Regular  Record  Date next  preceding  such  Interest  Payment  Date;  provided,
however,  that  interest  payable at  Maturity  or upon  earlier  redemption  or
repayment  shall be paid to the Person to whom the principal  hereof is payable.
Notwithstanding  the foregoing,  if this Note is issued between a Regular Record
Date and an Interest Payment Date or on such Interest Payment Date, the interest
so payable for the period from the Original Issue Date to such Interest  Payment
Date  shall  be  paid  on the  next  succeeding  Interest  Payment  Date  to the
Registered  Holder  hereof on the related  Regular  Record Date.  Any payment of
principal  (premium,  if any) or interest  required to be made on this Note on a
day that is not a Business  Day need not be made on such day, but may be made on
the next  succeeding  Business  Day with the same force and effect as if made on
such day, and no  additional  interest  shall accrue as a result of such delayed
payment; provided, however, that with respect to an Interest Payment Date on any
LIBOR Note, if such Business Day is in the next succeeding  calendar month, such
Interest Payment Date shall be the immediately  preceding Business Day. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the  Registered  Holder hereof on such Regular Record Date and may be
paid to the  Person  in  whose  name  this  Note  (or  one or  more  Predecessor
Securities)  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 not less than ten calendar days prior
to such  Special  Record  Date,  or may be paid at any time in any other  lawful
manner not  inconsistent  with the  requirements  of any securities  exchange on
which the Notes may be listed,  and upon such  notice as may be required by such
exchange, as more fully described in said Indenture.  For purposes of this Note,
"Business Day" means any day, other than a Saturday or Sunday, that is not a day
on which banking  institutions  in Washington,  DC, or in New York, New York are
authorized or obligated by law or executive  order to be closed and with respect
to LIBOR Notes,  is a London Banking Day.  "London Banking Day" means any day on
which dealings in deposits in United States dollars are transacted in the London
interbank market. In connection with any calculations of the rate of interest on
this Note, all  percentages  will be rounded,  if necessary,  to the nearest one
hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage point being rounded upwards.

         B. If this is a Fixed Rate Note,  the Company  promises to pay interest
on the principal  amount shown on the face hereof at the rate per annum shown on
the face  hereof  until  such  principal  amount is paid or made  available  for
payment.  Unless  otherwise  provided on the face  hereof,  the Company will pay
interest  semi-annually  in  arrears  on each  April 1 and  October  1 (each  an
"Interest  Payment  Date"),  and at  Maturity  or  upon  earlier  redemption  or
repayment.  Interest  will accrue from and  including  the most recent  Interest
Payment Date or, if no interest  has been paid or duly  provided  for,  from and
including the Original  Issue Date shown on the face hereof,  to, but excluding,
the Interest  Payment Date. The amount of such interest  payable on any Interest
Payment  Date shall be  computed  on the basis of a 360-day  year  comprised  of
twelve 30-day months.

         C. If  this is a  Floating  Rate  Note,  the  Company  promises  to pay
interest  on the  principal  amount at the rate per annum  equal to the  Initial
Interest Rate shown on the face hereof until the first Interest Reset Date shown
on the face hereof  following  the  Original  Issue Date  specified  on the face
hereof and  thereafter at a rate  determined in accordance  with the  provisions
below under the heading "Determination of Commercial Paper Rate", "Determination
of LIBOR" or  "Determination  of Treasury Rate" (depending upon whether the Base
Rate  specified on the face hereof is Commercial  Paper Rate,  LIBOR or Treasury
Rate,  respectively),  until the principal hereof is paid or duly made available
for payment. The Company will pay interest monthly, quarterly,  semi-annually or
annually as specified on the face hereof under the  "Interest  Payment  Period",
commencing  with the first  Interest  Payment Date  specified on the face hereof
next  succeeding  the Original  Issue Date,  and at Maturity.  Unless  otherwise
provided on the face hereof,  the dates on which  interest will be payable (each
an "Interest  Payment  Date") will be, in the case of Floating Rate Notes with a
monthly Interest Payment Period,  the third Wednesday of each month; in the case
of  Floating  Rate Notes with a quarterly  Interest  Payment  Period,  the third
Wednesday of March, June,  September and December;  in the case of Floating Rate
Notes with a semi-annual Interest Payment Period, the third Wednesday of the two
months specified on the face hereof; and in the case of Floating Rate Notes with
an annual Interest Payment Period, the third Wednesday of the month specified on
the face hereof.

         The interest  payable on a Floating Rate Note on each Interest  Payment
Date will include accrued interest from and including the Original Issue Date or
from but excluding the last date in respect of which  interest has been paid, as
the case may be, to, but excluding, such Interest Payment Date or Maturity Date;
provided,  however,  that if the Interest  Reset Period is daily or weekly,  the
interest  payable on each Interest  Payment Date,  other than at Maturity,  will
include accrued  interest from and including the Original Issue Date or from but
excluding the last date in respect of which  interest has been paid, as the case
may be, to, and including,  the day immediately  preceding such Interest Payment
Date, and the interest  payable at Maturity will include  accrued  interest from
and  including  the Original  Issue Date or from but  excluding the last date in
respect of which  interest has been paid, as the case may be, to, but excluding,
the Maturity Date.  Such accrued  interest will be calculated by multiplying the
principal  amount hereof by an accrued  interest  factor.  The accrued  interest
factor shall be computed by adding the interest factors  calculated for each day
in the period for which  accrued  interest  is being  calculated.  The  interest
factor for each such day is computed by dividing the interest rate applicable to
such day by 360, if the Base Rate specified on the face hereof is the Commercial
Paper Rate or LIBOR,  or by the actual  number of days in the year,  if the Base
Rate  specified on the face hereof is the Treasury  Rate.  The interest  rate in
effect  on each day  will be (a) if such  day is an  Interest  Reset  Date,  the
interest  rate with respect to the Interest  Determination  Date with respect to
such Interest  Reset Date or (b) if such day is not an Interest  Reset Date, the
interest rate with respect to the Interest  Determination Date pertaining to the
next preceding Interest Reset Date; provided, however, that the interest rate in
effect from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate.

         Notwithstanding  the  foregoing,  if this is a Floating Rate Note,  the
interest  rate hereon shall not be greater than the Maximum  Interest  Rate,  if
any, or less than the Minimum  Interest  Rate, if any, shown on the face hereof.
In  addition,  the  interest  rate  hereon in no event  shall be higher than the
maximum rate, if any,  permitted by applicable law,  including United States law
of general application.  The Maximum Interest Rate and Minimum Interest Rate, if
any,  specified  on the face hereof are, in each case,  expressed  as a rate per
annum on a simple interest basis.

         If this is a Floating Rate Note, the interest rate on this Note will be
reset daily, weekly, monthly, quarterly,  semi-annually,  annually or such other
period as specified on the face hereof  (such period being the  "Interest  Reset
Period"  specified on the face hereof).  Unless otherwise  specified on the face
hereof,  the  "Interest  Reset Dates" will be, if the  Interest  Reset Period is
daily,  each Business Day; if the Interest Reset Period is weekly,  Wednesday of
each week,  except  that if the Base Rate  specified  on the face  hereof is the
Treasury  Rate,  Tuesday of each week; if the Interest  Reset Period is monthly,
the third  Wednesday of each month;  if the Interest  Reset Period is quarterly,
the third Wednesday of March, June,  September and December of each year; if the
Interest Reset Period is  semi-annually,  the third  Wednesday of the two months
specified on the face  hereof;  if the  Interest  Reset Period is annually,  the
third  Wednesday of the month of each year specified on the face hereof;  and if
the  Interest  Reset  Date is other than the  forgoing,  the day of the week and
month or months  specified on the face hereof;  provided,  however,  that if any
Interest  Reset Date  otherwise  would be a day that is not a Business Day, such
Interest  Reset Date shall be postponed to the next day that is a Business  Day,
except that (i) if the Base Rate  specified on the face hereof is LIBOR and such
Business Day is in the next succeeding  calendar month, such Interest Reset Date
shall be the  immediately  preceding  Business  Day,  or (ii) if the  Base  Rate
specified on the face hereof is Treasury Rate and the Interest  Reset Date falls
on a date  which  is an  auction  date  (as  described  in the  next  succeeding
paragraph), the Interest Reset Date shall be the next Business Day.

         The Interest  Determination  Date  pertaining to an Interest Reset Date
will be, if the Base Rate specified on the face hereof is Commercial Paper Rate,
the second  Business Day next  preceding  such Interest Reset Date. The Interest
Determination  Date  pertaining  to an Interest  Reset Date will be, if the Base
Rate  specified on the face hereof is LIBOR,  the second London Banking Day next
preceding such Interest Reset Date. The Interest  Determination  Date pertaining
to an Interest Reset Date will be, if the Base Rate specified on the face hereof
is the  Treasury  Rate,  the day of the week in which such  Interest  Reset Date
falls on which Treasury Bills (as defined below) of the Index Maturity specified
on the face hereof are auctioned. Treasury Bills are normally sold at auction on
Monday  of each  week,  unless  that day is a legal  holiday  in which  case the
auction is normally held on the following Tuesday,  except that such auction may
be held on the preceding Friday. If, as a result of a legal holiday,  an auction
is  so  held  on  the  preceding  Friday,  such  Friday  will  be  the  Interest
Determination  Date  pertaining to the Interest Reset Date occurring in the next
succeeding week.

         Subject to applicable provisions of law and except as specified herein,
on each Interest Reset Date the rate of interest  hereon,  if this is a Floating
Rate Note, shall be the rate determined in accordance with the provisions of the
applicable heading below.

         Determination of Commercial Paper Rate.

         If the Base Rate specified on the face hereof is the  Commercial  Paper
Rate, the interest rate for any Interest  Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face hereof
(1) as published by the Board of Governors of the Federal  Reserve System in the
publication entitled "Statistical Release H.15(519), Selected Interest Rates" or
any successor publication  ("H.15(519)"),  under the heading "Commercial Paper -
Nonfinancial,"  or (2) if such rate is not published by 3:00 p.m., New York City
time,  on the  Calculation  Date  (defined  below)  pertaining  to such Interest
Determination  Date,  then  as  published  in  the  daily  update  of  H.15(519)
(available  through  the world  wide web site 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")  under  the  heading
"Commercial Paper - Non-Financial", or any successor heading or (b) if such rate
is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York
City time, on the  Calculation  Date  pertaining to such Interest  Determination
Date,  the Money Market Yield of the average as  calculated  by the  Calculation
Agent (defined below) of the offered rates as of 11:00 a.m., New York City time,
on such Interest  Determination  Date,  of three  leading  dealers of commercial
paper  in  New  York,  New  York  selected  by  the  Calculation   Agent  (after
consultation  with the Company)  for  commercial  paper placed for  nonfinancial
issuers  whose  bond  rating  is  "AA"  or the  equivalent,  from  a  nationally
recognized statistical rating agency, having the Index Maturity specified on the
face hereof,  in each of the above cases adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however, that
if the dealers  selected as aforesaid by the  Calculation  Agent are not quoting
offered rates as mentioned in this sentence, the interest rate for such Interest
Determination Date shall equal the interest rate then in effect on such Interest
Determination Date.

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

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

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount  basis and expressed as a decimal,  and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof.




         Determination of LIBOR.

         If the Base Rate specified on the face hereof is (i) LIBOR Reuters, the
interest  rate for any  Interest  Determination  Date shall equal the average as
calculated  by the  Calculation  Agent of the offered  rates for deposits in the
Designated LIBOR Currency (as defined below) having the Index Maturity specified
on the face  hereof,  beginning  on the second  London  Banking Day  immediately
following such Interest  Determination Date, that appear on the Designated LIBOR
Page (as  defined  below)  as of  11:00  a.m.,  London  time,  on such  Interest
Determination  Date, if at least two such offered rates appear on the Designated
LIBOR  Page,  or (ii)  LIBOR  Telerate,  the  interest  rate  for  any  Interest
Determination  Date shall equal the rate for  deposits in the  Designated  LIBOR
Currency  having the Index Maturity  specified on the face hereof,  beginning on
the second London Banking Day immediately following such Interest  Determination
Date, that appears on the Designated  LIBOR Page as of 11:00 a.m.,  London time,
on such  Interest  Determination  Date or (iii) if fewer  than two such  offered
rates shall appear,  or if no rate appears,  as applicable,  LIBOR in respect of
such Interest  Determination  Date will be determined  pursuant to the following
paragraph,  in any of such cases, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof.

         With respect to an Interest  Determination Date on which fewer than two
offered rates appear on the  Designated  LIBOR Page, or on which no rate appears
on the  Designated  LIBOR Page, as  applicable,  LIBOR will be determined on the
basis of the rates at which deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, are offered at approximately  11:00
a.m.,  London time,  on such Interest  Determination  Date to prime banks in the
London  interbank market by four major banks  ("Reference  Banks") in the London
interbank market selected by the Calculation Agent (after  consultation with the
Company) commencing on the second London Banking Day immediately  following such
Interest Determination Date and in a principal amount that is representative for
a single  transaction in such  Designated  LIBOR Currency in such market at such
time. The Calculation  Agent will request the principal London office of each of
the  Reference  Banks to provide a quotation  of its rate.  If at least two such
quotations are provided,  LIBOR in respect of such Interest  Determination  Date
will be the  average  of such  quotations.  If  fewer  than two  quotations  are
provided,  LIBOR in  respect  of such  Interest  Determination  Date will be the
average  of the  rates  quoted as of 11:00  a.m.,  in the  applicable  Principal
Financial Center (as defined below) on such Interest Determination Date by three
major banks in such Principal Financial Center selected by the Calculation Agent
(after consultation with the Company) for loans in the Designated LIBOR Currency
to  leading  banks  having  the  Index  Maturity  specified  on the face  hereof
commencing on the second London Banking Day immediately  following such Interest
Determination Date and in a principal amount that is representative for a single
transaction  in such  Designated  LIBOR  Currency  in such  market at such time;
provided,  however,  that if the banks selected as aforesaid by the  Calculation
Agent are not quoting as set forth in this sentence,  LIBOR with respect to such
Interest  Determination  Date  will be the  interest  rate then in effect on the
Interest Determination Date.

         "Designated  LIBOR  Currency" means the currency  (including  composite
currency units), if any, designated on the face hereof as the currency for which
LIBOR will be  calculated.  If no such currency is  designated,  the  Designated
LIBOR Currency shall be U.S. dollars.

         "Designated  LIBOR  Page"  means  either  (a)  if  "LIBOR  Reuters"  is
designated  on the face hereof,  the display on the Reuters  Monitor Money Rates
Service  on the page  designated  on the face  hereof (or such other page as may
replace  such  designated  page on that  service for the  purpose of  displaying
London interbank  offered rates of major banks for the related  Designated LIBOR
Currency)  for the purpose of  displaying  the London  interbank  rates of major
banks for the applicable  Designated LIBOR Currency,  or (b) if "LIBOR Telerate"
is designated on the face hereof,  the display on the Dow Jones Telerate Service
on the page  designated  on the face  hereof (or such other page as may  replace
such designated page on that service or such other service or services as may be
nominated  by the British  Bankers  Association  for the  purpose of  displaying
London  interbank  offered rates for the related  Designated LIBOR Currency) for
the  purpose of  displaying  the London  interbank  rates of major banks for the
applicable Designated LIBOR Currency.

         "Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated  LIBOR  Currency of such Note,  except
that with respect to U.S.  dollars and European  Currency  Units (as defined and
revised  from time to time by the  Council  of the  European  Communities),  the
Principal   Financial   Center  shall  be  New  York,  New  York  and  Brussels,
respectively.

         Determination of Treasury Rate.

         If the Base Rate  specified  on the face hereof is Treasury  Rate,  the
interest  rate  for  any  Interest  Determination  Date  shall  equal  the  rate
applicable to the most recent auction of direct obligations of the United States
("Treasury  Bills") having the Index Maturity  specified on the face hereof,  on
the display of Bridge Telerate, Inc. (or any successor service) on page 56 or 57
under the heading "AVGE INVEST YIELD" or, if not so published by 3:00 p.m.,  New
York  City  time,  on  the   Calculation   Date   pertaining  to  such  Interest
Determination Date, the auction average rate (expressed as a bond equivalent, on
the basis of a year of 365 or 366 days,  as  applicable,  and applied on a daily
basis) for such auction as otherwise  announced by the United States  Department
of the Treasury.  In the event that the results of the auction of Treasury Bills
having the Index Maturity  specified on the face hereof are not reported by 3:00
p.m.,  New York City time,  on such  Calculation  Date, or if no such auction is
held in a particular  week,  then the Treasury  Rate shall be  calculated by the
Calculation  Agent  and  shall  be a  yield  to  maturity  (expressed  as a bond
equivalent,  on the  basis  of a year of 365 or 366  days,  as  applicable,  and
applied on a daily basis) of the average of the secondary  market bid rates,  as
of approximately  3:30 p.m., New York City time, on such Interest  Determination
Date,  of three leading  primary  United States  government  securities  dealers
selected by the Calculation Agent (after  consultation with the Company) for the
issue of Treasury Bills with a remaining  maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected as
aforesaid  by the  Calculation  Agent are not quoting bid rates as  mentioned in
this  sentence,  the interest  rate for such Interest  Determination  Date shall
equal the interest rate then in effect on such Interest  Determination  Date. In
determining  the Treasury  Rate,  the rate  determined in any of the above cases
shall  be  adjusted  by the  addition  or  subtraction  of the  Spread,  if any,
specified on the face hereof, or by multiplication by the Spread Multiplier,  if
any, specified on the face hereof.

         The Company will calculate, or will appoint and enter into an agreement
with an agent to  calculate  (the  Company or such agent being the  "Calculation
Agent"),  the  interest  rates on  Floating  Rate Notes  (including  this Note).
Initially,  First  Union  National  Bank  shall be the  Calculation  Agent.  The
Calculation  Agent shall  calculate the interest rate hereon in accordance  with
the  foregoing and will confirm in writing such  calculation  to the Trustee and
any Paying Agent promptly after each such determination. Neither the Trustee nor
any Paying Agent shall be responsible for any such  calculation.  At the request
of the Holder hereof,  the Calculation Agent will provide the interest rate then
in effect and, if  determined,  the interest rate that will become  effective on
the next  Interest  Reset Date.  All  determinations  of  interest  rates by the
Calculation Agent, in the absence of manifest error, shall be conclusive for all
purposes and binding on the Holder hereof. The Calculation Date pertaining to an
Interest  Determination Date shall be the tenth calendar day after such Interest
Determination Date, or if not a Business Day, the next succeeding Business Day.

     3. The  authorized  denominations  of Notes  will be $1,000  and any larger
amount that is an integral multiple
of $1,000.

4. Each Note will be issued initially either in global form or as a certificated
Note. While this Note is issued in global form, beneficial owners hereof may not
exchange this Note for certificated  Notes,  except as otherwise provided in the
Indenture.  Except as provided in and subject to the  Indenture,  The Depository
Trust  Company,  New York, New York (the  "Depository")  shall be the Depository
with respect to the Notes, while issued in global form.

5. Payments of interest  (other than interest  payable at Maturity) will be made
by check  mailed to the address of the Person  entitled  thereto as such address
shall  appear on the  Security  Register  on the  applicable  Record  Date.  The
principal hereof and any premium and interest hereon payable at Maturity or upon
earlier redemption or repayment will be paid in immediately available funds upon
surrender  of this Note at the  corporate  trust office or agency of the Trustee
located in Charlotte, North Carolina.

6. If so specified  on the face hereof,  this Note may be redeemed at the option
of the Company prior to the Maturity  Date,  upon not less than 30 nor more than
60 days' prior  notice  given as provided in the  Indenture,  at the  redemption
price described on the face hereof;  provided,  that interest installments whose
Stated  Maturity is on or prior to the relevant  redemption date will be payable
to the holder of this Note, or one or more Predecessor Securities,  of record at
the close of business on the relevant  Regular  Record Dates  referred to on the
face  hereof,  all as  provided  in  the  Indenture.  If  less  than  all of the
Outstanding  Notes are to be  redeemed,  the Company  shall select the tenor and
terms of the Notes to be  redeemed.  If less than all the  Outstanding  Notes of
like tenor and terms are to be  redeemed,  the  particular  Notes to be redeemed
shall be selected  by the  Trustee  not less than 60 days prior to the  relevant
redemption  date  from  the  Outstanding  Notes  of like  tenor  and  terms  not
previously  called for redemption.  Such selection shall be of principal amounts
equal to the minimum  authorized  denominations  for such Notes or any  integral
multiple thereof.  Subject to the immediately preceding sentence, such selection
shall be made by any  method as the  Trustee  deems  fair and  appropriate.  The
notice of such redemption  shall specify which Notes are to be redeemed.  In the
event of  redemption  of this  Note in part  only,  a new Note or Notes  for the
unredeemed  portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

         "Make-Whole  Amount"  means the excess,  if any,  of (i) the  aggregate
present  value as of the  relevant  redemption  date of each dollar of principal
being redeemed and the amount of interest  (exclusive of interest accrued to the
relevant redemption date) that would have been payable in respect of such dollar
of principal if such redemption had not been made, determined by discounting, on
a  semi-annual  basis,  such  principal  and interest at the  Reinvestment  Rate
(determined  on the  third  Business  Day  preceding  the  date  notice  of such
redemption  is given)  from the  respective  dates on which such  principal  and
interest would have been payable if such redemption had not been made, over (ii)
the aggregate principal amount of the Notes being redeemed.

         "Reinvestment  Rate"  means  .25%  (twenty-five  one-hundredths  of one
percent) plus the arithmetic  mean of the yields under the  respective  headings
"This Week" and "Last  Week"  published  in the  Statistical  Release  under the
caption "Treasury Constant  Maturities" for the maturity (rounded to the nearest
month)  corresponding to the remaining life to maturity,  as of the payment date
of the principal  being  redeemed.  If no maturity  exactly  corresponds to such
maturity,  yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding sentence
and the Reinvestment Rate shall be interpolated or extrapolated from such yields
on a  straight-line  basis,  rounding  in each of such  relevant  periods to the
nearest  month.  For purposes of  calculating  the  Reinvestment  Rate, the most
recent  Statistical  Release published prior to the date of determination of the
Make-Whole Amount shall be used.

         "Statistical   Release"  means  the  statistical   release   designated
"H.15(519)"  or any  successor  publication  which is  published  weekly  by the
Federal  Reserve System and which  establishes  yields on actively traded United
States  government  securities  adjusted  to  constant  maturities  or,  if such
statistical release is not published at the time of any determination, then such
other reasonably comparable index which shall be designated by the Company.

7. The Company may, at any time,  purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at its discretion, be held,
resold or surrendered to the Trustee for cancellation.

8.       This Note will not be subject to any sinking fund.

9. As provided in the Indenture,  and subject to certain  limitations herein and
therein set forth,  this Note is  exchangeable  for a like  aggregate  principal
amount of different authorized denominations as requested by the Holder.

10. As provided in the Indenture and subject to certain  limitations  herein and
therein set forth,  the  transfer of this Note is  registerable  on the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in the City of Charlotte, North Carolina,
duly  endorsed by, or  accompanied  by a written  instrument of transfer in form
satisfactory  to the  Company,  the  Security  Registrar  and the  Trustee  duly
executed by the Holder  hereof or his attorney duly  authorized in writing,  and
thereupon one or more new Notes of this series, of authorized  denominations and
for the same  aggregate  principal  amount,  will be  issued  to the  designated
transferee or transferees.

         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 governmental charge payable in connection therewith.

11. 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.

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

13. In case this Note shall at any time become mutilated,  destroyed,  stolen or
lost and  this  Note or  evidence  of the  loss,  theft  or  destruction  hereof
(together  with  such  indemnity  and such  other  documents  or proof as may be
required by the Company or the  Trustee)  shall be  delivered  to the  principal
corporate trust office of the Trustee,  a new Registered  Security of like tenor
and  principal  amount will be issued by the Company in exchange for, or in lieu
of, this Note. All expenses and  reasonable  charges  associated  with procuring
such indemnity and with the  preparation,  authentication  and delivery of a new
Note shall be borne by the Holder of this Note.

14. The Indenture  permits,  with certain  exceptions as therein  provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holder of the  Securities  of each  series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the  Holders  of a  majority  in  aggregate  principal  amount of the
Securities of any series at the time  Outstanding of each series to be affected.
The Indenture also contains  provisions  permitting the Holders of a majority in
aggregate  principal  amount  of the  Securities  of  any  series  at  the  time
Outstanding  on behalf of the  Holders of all the  Securities  of such series to
waive  compliance  by the Company with certain  provisions  of the Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  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 any Note  issued
upon the  registration  of  transfer  hereof  or in  exchange  hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon the Note.

         Holders of  Securities  may not enforce  their  rights  pursuant to the
Indenture or the Securities  except as provided in the  Indenture.  No reference
herein to the Indenture and no provision of this Note or of the Indenture  shall
alter  or  impair  the  obligation  of  the  Company,   which  is  absolute  and
unconditional,  to pay the  principal of (and  premium,  if any) and interest on
this Note at the times,  places  and rate,  and in the coin or  currency  herein
prescribed.

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

16.  All terms  used in this Note not  otherwise  defined  in this Note that are
defined  in the  Indenture  shall  have  the  meanings  assigned  to them in the
Indenture.

17. This Note shall be deemed to be a contract  made and to be performed  solely
in the State of New York,  and for all purposes be governed by, and construed in
accordance  with,  the laws of said State without regard to the conflicts of law
rules of said State.



<PAGE>


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

                                                   ABBREVIATIONS

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



<PAGE>


TEN COM       --  as tenants in common

TEN ENT       --  as tenants by the entireties

     JT TEN -- as joint tenants with right of survivorship and not as tenants in
common

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

         .........              Under Uniform Gifts to Minors Act

                    ---------------------------------------------------
         _________                                 (State)


<PAGE>



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

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

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

Please insert Social Security or Other
    Identifying Number of Assignee








     (Please print or type name and address including Zip Code of Assignee)



     the within Note and all rights  thereunder,  irrevocably  constituting  and
appointing such person

                                                              attorney

     to transfer Note on the books of the Bank,  with full power of substitution
in the premises.

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