Exhibit 4(b)


                               TEXAS UTILITIES COMPANY

                                OFFICER'S CERTIFICATE


               Robert S. Shapard, the Treasurer of Texas Utilities Company
          (the "Company"), pursuant to the authority granted in the Board
          Resolutions of the Company dated February 19, February 20 and
          April 13, 1998, and Sections 201, 301 and 1501 of the Indenture
          defined herein, does hereby certify to The Bank of New York (the
          "Trustee"), as Trustee under the Indenture of the Company (For
          Unsecured Debt Securities Series F) dated as of October 1, 1998
          (as amended by this Officer's Certificate, the "Indenture") that:

          1.   The Securities of the first series to be issued under the
               Indenture shall be designated "5.94% MAndatory
               Putable/remarketable Securities" (the "Series F Notes"). 
               All capitalized terms used in this certificate which are not
               defined herein shall have the meanings 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.   The Series F Notes shall be limited in aggregate principal
               amount to $375,000,000 at any time Outstanding, except as
               contemplated in Section 301(b) of the Indenture.

          3.   The Series F Notes shall mature and the principal thereof
               shall be due and payable together with all accrued and
               unpaid interest thereon on October 15, 2011, provided
               however, that this scheduled maturity date shall be extended
               by the length of the Interim Period, if any.

          4.   The Series F Notes shall be issued in the denominations of
               $1,000 and integral multiples thereof.

          5.   The Series F Notes shall have such terms and provisions as
               are provided in the form thereof set forth in Exhibit A
               hereto and shall be issued in substantially such form.

          6.   The Series F Notes shall bear interest as provided in
               Exhibit A.

               The amount of interest payable on the Series F Notes will be
               computed on the basis of a 360-day year of twelve 30-day
               months, except that the interest accruing during the Interim
               Period, if any, will be computed on the basis of the actual
               number of days in such period over a 360-day year.

          7.   The principal and each installment of interest on the Series
               F Notes shall be payable at, and registration and
               registration of transfers and exchanges in respect of the
               Series F Notes may be effected at, the office or agency of
               the Company in The City of New York; provided that payment
               of interest may be made at the option of the Company by
               check mailed to the address of the persons entitled thereto
               or by wire transfer to an account designated by the person
               entitled thereto.  Notices and demands to or upon the
               Company in respect of the Series F Notes may be served at
               the  office or agency of the Company in The City of New
               York.  The Corporate Trust Office of the Trustee will
               initially be the agency of the Company for such payment,
               registration and registration of transfers and exchanges and
               service of notices and demands and the Company hereby


          <PAGE>


               appoints the Trustee as its agent for all such purposes;
               provided, however, that the Company reserves the right to
               change, by one or more Officer's Certificates, any such
               office or agency and such agent. The Trustee will initially
               be the Security Registrar and the Paying Agent for the
               Series F Notes.  

          8.   The Trustee, the Security Registrar and the Company will
               have no responsibility under the Indenture for transfers of
               beneficial interests in the Series F Notes.

          9.   Initially the Series F Notes will be issued in global form
               registered in the name of Cede & Co. (as nominee for the
               Depository Trust Company ("DTC"), the initial securities
               depositary for the Series F Notes), and may bear such
               legends as DTC may reasonably request.  So long as the
               Series F Notes are held solely in global form, the Regular
               Record Date shall be the Business Day immediately preceding
               the relevant Interest Payment Date; if the Series F Notes
               are registered in the names of additional Holders, the
               Company shall have the right to select a Regular Record Date
               for such Series F Notes, which shall be at least one
               Business Day but not more than 60 Business Days prior to the
               relevant Interest Payment Date.  So long as the Series F
               Notes are Outstanding in global form registered in the name
               of DTC or its nominee, all payments of principal and
               interest will be made by the Company in immediately
               available funds.  In case the Company shall be required to
               repurchase the Series F Notes held by DTC or its nominee,
               payment will be made by the Company by book entry through
               DTC by the close of business on the applicable Remarketing
               Date against delivery through DTC of such Series F Notes.

          10.  No service charge shall be made for the registration of
               transfer or exchange of the Series F Notes; provided,
               however, that the Company may require payment of a sum
               sufficient to cover any tax or other governmental charge
               that may be imposed in connection with the exchange or
               transfer.

          11.  If the Company shall make any deposit of money and/or
               Eligible Obligations with respect to any Series F Notes, or
               any portion of the principal amount thereof, as contemplated
               by Section 701 of the Indenture, the Company shall not
               deliver an Officer's Certificate described in clause (z) in
               the first paragraph of said Section 701 unless the Company
               shall also deliver to the Trustee, together with such
               Officer's Certificate, either:

                    (A)  an instrument wherein the Company, notwithstanding
               the satisfaction and discharge of its indebtedness in
               respect of the Series F Notes, shall assume the obligation
               (which shall be absolute and unconditional) to irrevocably
               deposit with the Trustee or Paying Agent such additional
               sums of money, if any, or additional Eligible Obligations
               (meeting the requirements of Section 701), if any, or any
               combination thereof, at such time or times, as shall be
               necessary, together with the money and/or Eligible
               Obligations theretofore so deposited, to pay when due the
               principal of and premium, if any, and interest due and to
               become due on such Series F Notes or portions thereof, all
               in accordance with and subject to the provisions of said
               Section 701; provided, however, that such instrument may
               state that the obligation of the Company to make additional
               deposits as aforesaid shall be subject to the delivery to
               the Company by the Trustee of a notice asserting the
               deficiency accompanied by an opinion of an independent
               public accountant of nationally recognized standing,
               selected by the Trustee, showing the calculation thereof; or

                    (B)  an Opinion of Counsel to the effect that, as a
               result of a change in law occurring after the date of this
               certificate, the Holders of such Series F Notes, or portions


                                      -2-
     <PAGE>

               of the principal amount thereof, will not recognize income,
               gain or loss for United States federal income tax purposes
               as a result of the satisfaction and discharge of the
               Company's indebtedness in respect thereof and will be
               subject to United States federal income tax on the same
               amounts, at the same times and in the same manner as if such
               satisfaction and discharge had not been effected.

          12.  The obligations of the Company under the Series F Notes and
               under the Indenture to the extent related to such series
               will be subject to assignment by the Company to and
               assumption by a wholly owned Subsidiary of the Company at
               any time, as provided in the form of the Series F Notes set
               forth in Exhibit A.

               In the event that such Subsidiary assumes the obligations
               under the Series F Notes, the Company will unconditionally
               guarantee payment of the Series F Notes and will execute a
               guarantee in form and substance satisfactory to the Trustee. 
               Pursuant to the guarantee, the Company will fully and
               unconditionally guarantee the payment of the obligations of
               such assuming Subsidiary under the Series F Notes and under
               the Indenture, including, without limitation, payment, as
               and when due, of the principal of, premium, if any, and
               interest on, the Series F Notes.  Other than the obligation
               to make such payments, the Company will be released and
               discharged from all of its other obligations under the
               Indenture.  The foregoing assignment and assumption shall be
               in compliance with applicable law.

          13.  The undersigned has read all of the covenants and conditions
               contained in the Indenture relating to the issuance of the
               Series F Notes, and the definitions in the Indenture
               relating thereto, in respect of which this certificate is
               made.

          14.  The statements contained in this certificate are based upon
               the familiarity of the undersigned with the Indenture, the
               documents accompanying this certificate, and upon
               discussions by the undersigned with officers and employees
               of the Company familiar with the matters set forth herein.

          15.  In the opinion of the undersigned, he has made such
               examination or investigation as is necessary to enable him
               to express an informed opinion as to whether or not such
               covenants and conditions have been complied with.

          16.  In the opinion of the undersigned, such conditions and
               covenants and conditions precedent, if any (including any
               covenants compliance with which constitutes a condition
               precedent), to the authentication and delivery of the Series
               F Notes as requested in the accompanying Company Order 1-D-1
               have been complied with.



                                      -3-
          <PAGE>


               IN WITNESS WHEREOF, I have executed this Officer's
          Certificate this 21st day of October, 1998.



                                               /s/ Robert S. Shapard
                                             ------------------------------
                                                       Treasurer



                                      
          <PAGE>

                                                                  EXHIBIT A



                                 [depository legend]

               [Unless this Certificate is presented by an authorized
          representative of The Depository Trust Company, a New York
          corporation ("DTC"), 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 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.]

                           [FORM OF FACE OF SERIES F NOTE]


          No.
             -----------
          CUSIP 882848AN4

                               TEXAS UTILITIES COMPANY

                   5.94% MANDATORY PUTABLE/REMARKETABLE SECURITIES

                    Scheduled Maturity Date: October 15, 2011
                    Initial Interest Rate: 5.94%
                    Initial Remarketing Date: October 15, 2001
                    Initial Interest Payment Dates: April 15 and October 15


                    TEXAS UTILITIES COMPANY, a corporation duly organized
          and existing under the laws of the State of Texas (herein
          referred to as the "Company", which term includes any successor
          Person under the Indenture), for value received, hereby promises
          to pay to 

          or registered assigns, the principal sum of ____________________
          Dollars on the Scheduled Maturity Date, which shall be extended
          if there is an Interim Period (as defined below), and to pay
          interest on said principal sum semi-annually on each Initial
          Interest Payment Date commencing April 15, 1999, at the Initial
          Interest Rate per annum, during the period from and including
          October 21, 1998 to but excluding the Initial Remarketing Date. 
          After the Initial Remarketing Date, interest will be payable at
          the rate determined by the Remarketing Dealer in accordance with
          the procedures set forth on the reverse hereof, under the caption
          "Tender of the Securities of this Series; Remarketing" until the
          principal hereof is paid or made available for payment.  The
          interest on the Securities of this series accruing from the
          Initial Remarketing Date (if such date is not the Interim Period
          Remarketing Date (as defined below)) or from the Final Period
          Remarketing Date (as defined below) (if the Initial Remarketing
          Date is the Interim Period Remarketing Date), will be payable
          semi-annually on each day that is a six-month anniversary of such
          date (such days and the Initial Interest Payment Dates, to and
          including the Initial Remarketing Date, are sometimes referred to
          as the "Interest Payment Dates").  The interest accruing during
          the period from and including the Initial Remarketing Date (if
          such date is the Interim Period Remarketing Date) to but
          excluding the Final Period Remarketing Date (the "Interim
          Period"), if applicable, will be payable on the Final Period


                                      A-1   
     <PAGE>


          Remarketing Date.  Prior to the Initial Remarketing Date,
          interest on the Securities of this series will accrue from
          October 21, 1998, to the first Initial Interest Payment Date, and
          thereafter will accrue from the last Initial Interest Payment
          Date to which interest has been paid or duly provided for.  In
          the event that any Interest Payment Date is not a Business Day,
          then payment of interest payable on such date will be made on the
          next succeeding day which is a Business Day (and without any
          interest or other payment in respect of such delay), with the
          same force and effect as if made on the Interest Payment Date.
          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 Security (or
          one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest, which
          shall be the Business Day next preceding the corresponding
          Interest Payment Date, except that in the case of the Interest
          Payment Date relating to the Interim Period, interest will be
          payable to the persons to whom the purchase price of tendered
          Securities of this series is payable on the Final Period
          Remarketing Date.   "Business Day" means any day on which
          commercial banks are open for business (including dealings in
          foreign exchange and foreign currency deposits) in The City of
          New York and, in the case of the determination of the Reference
          Rate that is based upon U.S. Dollar Deposits in London, the City
          of London.  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 Security (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 Securities
          of this series not less than 10 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 Securities of this series may be listed, and upon such
          notice as may be required by such exchange, all as more fully
          provided in the Indenture referred to on the reverse hereof.

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

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

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


                                      A-2
     <PAGE>

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

                                        TEXAS UTILITIES COMPANY



                                        By:------------------------------








                            CERTIFICATE OF AUTHENTICATION

          Dated:

                    This is one of the Securities of the series designated
          therein referred to in the within-mentioned Indenture.

                                        THE BANK OF NEW YORK, as Trustee



                                        By: ------------------------------
                                                  Authorized Signatory



                                      A-3 
     <PAGE>

                          [FORM OF REVERSE OF SERIES F NOTE]


                    This Security is one of a duly authorized issue of
          securities of the Company (herein called the "Securities"),
          issued and to be issued in one or more series under an Indenture
          (for Unsecured Debt Securities Series F), dated as of October 1,
          1998 (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 The Bank of New York,
          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 October 21, 1998
          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 Securities and of the terms upon which the
          Securities are, and are to be, authenticated and delivered.  This
          Security is one of the series designated on the face hereof,
          limited in aggregate principal amount to $375,000,000.

                    The Remarketing Dealer for Securities of this series
          shall be Salomon Smith Barney Inc. or its successor appointed by
          the Company.

                    If the Remarketing Dealer elects to remarket the
          Securities of this series, except in the limited circumstances
          described herein, (i) the Securities of this series will be
          subject to mandatory tender to the Remarketing Dealer at 100% of
          the principal amount thereof for remarketing on each Remarketing
          Date, on the terms and subject to the conditions described
          herein, and (ii) on and after any Remarketing Date, the
          Securities of this series will bear interest at the applicable
          rate determined by the Remarketing Dealer in accordance with the
          procedures set forth below.

                    Under the circumstances described below, the Securities
          of this series are subject to redemption by the Company from the
          Remarketing Dealer on each Remarketing Date.  See -- "Redemption"
          below.  If the Remarketing Dealer for any reason does not
          purchase all Securities of this series on a Remarketing Date or
          elects not to remarket the Securities of this series, or in
          certain other limited circumstances described herein, the Company
          will be required to repurchase the Securities of this series from
          the Holders thereof on such Remarketing Date, at 100% of the
          principal amount thereof plus accrued interest, if any.  See  
          -- "Repurchase" below.

          TENDER OF THE SECURITIES OF THIS SERIES; REMARKETING

                    Mandatory Tender

                    Provided that the Remarketing Dealer gives notice to
          the Company and the Trustee on a Business Day which is not
          earlier than 15 nor later than five Business Days prior to the
          Initial Remarketing Date (the "Notification Date") of its
          intention to purchase the Securities of this series as a whole
          for remarketing, each Security of this series will be
          automatically tendered, or deemed tendered, to the Remarketing
          Dealer for purchase on each of (i) the Initial Remarketing Date,
          and (ii) if the Initial Remarketing Date is designated as the
          Interim Period Remarketing Date as described under "Remarketing
          Dates", the Final Period Remarketing Date thereafter, except in
          the circumstances described under "Repurchase" or "Redemption"
          below.  The purchase price of such Security of this series will
          be equal to 100% of the principal amount thereof.  See  --
          "Notification of Results; Settlement."  Upon such tender or
          deemed tender, the Remarketing Dealer may remarket the Securities
          of this series for its own account at varying prices to be
          determined by the Remarketing Dealer at the time of each sale. 
          From and after the Initial Remarketing Date (if such date is not
          the Interim Period Remarketing Date) or the Final Period
          Remarketing Date (if the Initial Remarketing Date is the Interim
          Period Remarketing Date), the Securities of this series will bear


                                      A-4
     <PAGE>

          interest at the Interest Rate to Maturity, determined as set
          forth under "Determination of Applicable Interest Rate." During
          the Interim Period, if any, the Securities of this series will
          bear interest at the Interim Period Interest Rate, determined as
          set forth under "Determination of Applicable Interest Rate."  If
          the Remarketing Dealer elects to remarket the Securities of this
          series, the obligation of the Remarketing Dealer to purchase the
          Securities of this series on the applicable Remarketing Date is
          subject, among other things, to the conditions that, since the
          Notification Date, no material adverse change in the business,
          property or financial condition of the Company and its
          subsidiaries, considered as a whole, shall have occurred and that
          no Event of Default (as defined in the Indenture), or any event
          which, with the giving of notice or passage of time, or both,
          would constitute an Event of Default, with respect to the
          Securities of this series shall have occurred and be continuing. 
          If for any reason the Remarketing Dealer does not purchase all
          such Securities of this series on the applicable Remarketing
          Date, the Company will be required to repurchase the Securities
          of this series from the Holders thereof at a price equal to the
          principal amount thereof plus all accrued and unpaid interest, if
          any, on the Securities of this series to such Remarketing Date. 
          See -- "Repurchase" below.

               Remarketing Dates

               If the Remarketing Dealer gives notice of its intention to
          purchase the Securities of this series on the Initial Remarketing
          Date, then not later than 4:00 p.m., New York City time, on the
          fourth Business Day prior to the Initial Remarketing Date, the
          Company may notify the Remarketing Dealer, the Trustee and DTC by
          telephone, confirmed in writing that it elects the Initial
          Remarketing Date to be the Interim Period Remarketing Date (the
          "Interim Period Remarketing Date").  The Company will be eligible
          to make such notification if at such time its senior unsecured
          debt is rated at least "Baa3" by Moody's Investors Service and
          "BBB-" by Standard & Poor's Ratings Group or the equivalent
          thereof by such rating agency at the time of such notification or
          if the Remarketing Dealer waives this requirement in its sole
          discretion.  If the Company does not provide such notification,
          the Initial Remarketing Date will be the only Remarketing Date
          and the maturity date of the principal of the Securities of this
          series (the "Maturity Date") will be the Scheduled Maturity Date. 
          If the Company provides such notification, then (i) the Final
          Period Remarketing Date will be one of the 26 following one-week
          anniversary dates of the Initial Remarketing Date (or if any such
          day is not a Business Day, the next following Business Day)
          designated by the Company not later than the fifth Business Day
          prior to such one-week anniversary date (the "Final Period
          Remarketing Date") except that, if the Company fails to so
          designate the Final Period Remarketing Date, the Final Period
          Remarketing Date will be the date that is 26 weeks after the
          Initial Remarketing Date (or if such day is not a Business Day,
          the next following Business Day) and (ii) the Maturity Date of
          the Securities of this series will be the date that is the tenth
          anniversary of the Final Period Remarketing Date (whether or not
          a Business Day).

               Determination of Applicable Interest Rate

               From and including the Initial Remarketing Date (if such
          date is not the Interim Period Remarketing Date) or the Final
          Period Remarketing Date (if the Initial Remarketing Date is the
          Interim Period Remarketing Date), to but excluding the Maturity
          Date, the Securities of this series will bear interest at the
          Interest Rate to Maturity (as defined below).  During the Interim
          Period, if any, the Securities of this series will bear interest
          at the Interim Period Interest Rate (as defined below).

                    The "Interest Rate to Maturity" will be determined by
          the Remarketing Dealer by 3:30 p.m., New York City time, on the
          third Business Day immediately preceding the Initial Remarketing
          Date (if such date is not the Interim Period Remarketing Date) or
          the Final Period Remarketing Date (if the Initial Remarketing
          Date is the Interim Period Remarketing Date) (the "Determination


                                      A-5
     <PAGE>

          Date"), to the nearest one hundred-thousandth (0.00001) of one
          percent per annum, and will be equal to the sum of 4.59% per
          annum (Base Rate) plus the Applicable Spread (as defined below).


                    The "Applicable Spread" shall be the lowest firm
          commitment bid expressed as a spread (in the form of a percentage
          or in basis points) above the Base Rate, obtained by the
          Remarketing Dealer on the Determination Date from the bids quoted
          by five Reference Corporate Dealers (as defined below) for the
          full aggregate principal amount of the Securities of this series
          at the Dollar Price (as defined below), but assuming (i) that the
          purchase date is the Initial Remarketing Date (if such date is
          not the Interim Period Remarketing Date) or the Final Period
          Remarketing Date (if the Initial Remarketing Rate is the Interim
          Period Remarketing Date) with settlement on such date without
          accrued interest, (ii) that the Maturity Date is the Scheduled
          Maturity Date and (iii) a stated annual interest rate, payable
          semi-annually, equal to the Base Rate plus the spread bid by the
          applicable Reference Corporate Dealer.  If fewer than five
          Reference Corporate Dealers bid as described above, then the
          Applicable Spread shall be the lowest of such firm commitment
          bids obtained as described above; provided, however, that the
          Remarketing Dealer shall obtain bids from at least three Primary
          Corporate Dealers (as defined below).  The Interest Rate to
          Maturity determined by the Remarketing Dealer, absent manifest
          error, shall be binding and conclusive upon the Holders of the
          Securities of this series, the Company and the Trustee.

                    "Dollar Price" means, with respect to the Securities of
          this series, the present value, as of the Initial Remarketing
          Date, of the Remaining Scheduled Payments (as defined below)
          discounted to the Initial Remarketing Date on a semi-annual basis
          (assuming a 360-day year consisting of twelve 30-day months) at
          the Treasury Rate (as defined below), except that (i) in the case
          of the Final Period Remarketing Date, the Dollar Price will be
          the Adjusted Dollar Price (as defined below) and (ii) in the case
          of the Initial Remarketing Date or the Final Period Remarketing
          Date the Dollar Price may be any other amount agreed to in
          writing by the Remarketing Dealer and the Company.

                    "Adjusted Dollar Price" means, with respect to the
          Final Period Remarketing Date, the Dollar Price as of the Initial
          Remarketing Date (determined by the Remarketing Dealer on the
          third Business Day prior to the Initial Remarketing Date) plus
          the product of (i) such Dollar Price less the aggregate principal
          amount of the Securities of this series Outstanding as of the
          Initial Remarketing Date, (ii) the weighted average per annum
          Interim Period Interest Rate for the Interim Period, and (iii)
          the number of days in the Interim Period divided by 360.

                    "Reference Corporate Dealers" means each of Salomon
          Smith Barney Inc., CIBC Oppenheimer Corp., Lehman Brothers Inc.,
          Morgan Stanley & Co. Incorporated and a fifth Reference Corporate
          Dealer to be selected by the Company and their respective
          successors; provided, however, that if any of the foregoing or
          their affiliates shall cease to be a leading dealer of publicly
          traded debt securities of the Company in The City of New York (a
          "Primary Corporate Dealer"), the Remarketing Dealer shall
          substitute therefor another Primary Corporate Dealer.

                    "Remaining Scheduled Payments" means, with respect to
          the Securities of this series, the remaining scheduled payments
          of the principal thereof and interest thereon calculated at the
          Base Rate only, that would be due after the Initial Remarketing
          Date to and including the Scheduled Maturity Date, assuming that
          the Company did not elect the Initial Remarketing Date to be the
          Interim Period Remarketing Date; provided, however, that if the
          Initial Remarketing Date is not an Interest Payment Date with
          respect to the Securities of this series, the amount of the next
          succeeding scheduled interest payment thereon, calculated at the
          Base Rate only, will be reduced by the amount of interest accrued
          thereon, calculated at the Base Rate only, to the Initial
          Remarketing Date.


                                      A-6
     <PAGE>

                    "Treasury Rate" means 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 (as defined below), assuming a price for the Comparable
          Treasury Issues (expressed as a percentage of its principal
          amount), equal to the Comparable Treasury Price (as defined
          below).

                    "Comparable Treasury Issues" means the United States
          Treasury security or securities selected by the Remarketing
          Dealer as having an actual or interpolated maturity or maturities
          comparable to the remaining term of the Securities of this series
          being purchased.

                    "Comparable Treasury Price" means (a) the offer prices
          for the Comparable Treasury Issues (expressed in each case as a
          percentage of its principal amount) on the third Business Day
          prior to the Initial Remarketing Date, as set forth on "Telerate
          Page 500" (as defined below) or (b) if such page (or any
          successor page) is not displayed or does not contain such offer
          prices on such date, (i) the average of the Reference Treasury
          Dealer Quotations, after excluding the highest and lowest of such
          Reference Treasury Dealer Quotations, or (ii) if the Remarketing
          Dealer obtains fewer than four such Reference Treasury Dealer
          Quotations, the average of all such Reference Treasury Dealer
          Quotations.

                    "Telerate Page 500" means the display designated as
          "Telerate Page 500" on Dow Jones Markets Limited (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 Limited.

                    "Reference Treasury Dealer Quotations" means, with
          respect to each Reference Treasury Dealer, the offer prices for
          the Comparable Treasury Issues (expressed in each case as a
          percentage of its principal amount) quoted in writing to the
          Remarketing Dealer by such Reference Treasury Dealer by 3:30
          p.m., on the Determination Date.

                    "Reference Treasury Dealer" means each of Salomon Smith
          Barney Inc., CIBC Oppenheimer Corp., Lehman Brothers Inc., Morgan
          Stanley & Co. Incorporated and the fifth Reference Treasury
          Dealer to be selected by the Company and their respective
          successors; provided, however, that if any of the foregoing or
          their affiliates shall cease to be a primary United States
          Government securities dealer in The City of New York (a "Primary
          Treasury Dealer"), the Remarketing Dealer shall substitute
          therefor another Primary Treasury Dealer.

               The interest rate for the Interim Period, if any, will be
          reset on each Interest Reset Date (as defined below) during the
          Interim Period and will be equal to the Reference Rate (as
          defined below) in respect of the applicable Interest Reset Date
          plus the Basic Spread (as defined below), in each case as
          calculated by the Remarketing Dealer (the "Interim Period
          Interest Rate"). The Wednesday of each week during the Interim
          Period will be an "Interest Reset Date." The "Interest
          Determination Date" applicable to an Interest Reset Date will be
          the second Business Day preceding such Interest Reset Date. The
          interest rate in effect from and including the Interim Period
          Remarketing Date (which is the first day of the Interim Period)
          to but excluding the first Interest Reset Date during such
          Interim Period will be determined as if the Interim Period
          Remarketing Date were an Interest Reset Date and the Interest
          Determination Date for such Interest Reset Date were the second
          Business Day prior to the Interim Period Remarketing Date.

               The "Reference Rate" means, with respect to the Interim
          Period, one of the following reference rates selected by the
          Company and notified to the Remarketing Dealer no later than four
          Business Days prior to the Interim Period Remarketing Date: (i)
          the per annum rate for deposits in Dollars for a period of one
          week shown on Telerate page 3750 (or any successor page) at 11:00
          a.m., London time, on the applicable Interest Determination Date,
          (ii) the per annum rate equal to the average of the federal funds


                                      A-7
     <PAGE>

          rates shown on Telerate page 5 (or any successor page) as of
          11:00 a.m., New York City time, on the applicable Interest
          Determination Date and each of the four Business Days prior to
          such Interest Determination Date, or (iii) the one-week "AA"
          non-financial commercial paper rate shown on the Internet world
          wide web page of the Board of Governors of the Federal Reserve
          System at www.bog.frb.fed.us/releases/CP/ (or any successor page)
          as of 11:00 a.m., New York City time, on the applicable Interest
          Determination Date.

               The "Basic Spread" will be the lowest firm commitment bid
          expressed as a spread (in the form of a percentage or a number of
          basis points) above the Reference Rate, obtained by the
          Remarketing Dealer on the third Business Day prior to the Interim
          Period Remarketing Date from the bids quoted from five Reference
          Money Market Dealers (as defined below) on such date for the full
          aggregate principal amount of the Securities of this series at a
          dollar price equal to par, but assuming (i) that the purchase
          date is the Interim Period Remarketing Date, with settlement on
          such date without accrued interest, (ii) that the maturity date
          is the day that is 26 weeks from the Interim Period Remarketing
          Date, (iii) that the Securities of this series are callable by
          the Remarketing Dealer on a weekly basis after the Interim Period
          Remarketing Date, (iv) that the Securities of this series will be
          repurchased by the Company at par on the day that is 26 weeks
          from the Interim Period Remarketing Date if not previously called
          by the Remarketing Dealer, and (v) a stated annual interest rate,
          payable on the Final Period Remarketing Date, equal to the
          Reference Rate plus the spread bid by the applicable Reference
          Money Market Dealer.

               "Reference Money Market Dealers" means each of Salomon Smith
          Barney Inc., CIBC Oppenheimer Corp., Lehman Brothers Inc., Morgan
          Stanley & Co. Incorporated and a fifth Reference Money Market
          Dealer to be selected by the Company and their respective
          successors; provided, however, that if any of the foregoing or
          their affiliates shall cease to be a leading dealer of publicly
          traded debt securities of the Company in The City of New York
          which is also a leading dealer in money market instruments (a
          "Primary Money Market Dealer"), the Remarketing Dealer shall
          substitute therefore another Primary Money Market Dealer.

               The Interim Period Interest Rates and the amount of interest
          payable on the Final Period Remarketing Date shall each be
          determined by the Remarketing Dealer and, absent manifest error,
          shall be binding and conclusive upon the beneficial owners and
          Holders of the Securities of this series, the Company and the
          Trustee.

                    Notification of Results; Settlement

                    Provided the Remarketing Dealer has previously notified
          the Company and the Trustee on the Notification Date of its
          intention to purchase all Securities of this series tendered (or
          deemed to have been tendered) to the Remarketing Dealer on the
          Initial Remarketing Date, the Remarketing Dealer will notify the
          Company, the Trustee and DTC by telephone, confirmed in writing,
          by 4:00 p.m., New York City time, on the Determination Date, of
          the Interest to Maturity Rate.  If the Initial Remarketing Date
          is the Interim Period Remarketing Date, the Remarketing Dealer
          will provide the Company, the Trustee and DTC notice in
          accordance with the preceding sentence, on the second Business
          Day prior to the Initial Remarketing Date, of the Interim Period
          Interest Rate which will initially be in effect.

                    All of such Securities of this series will be
          automatically delivered to the account of the Trustee, by book-
          entry through DTC pending payment of the purchase price therefor,
          on each Remarketing Date.

                    The Remarketing Dealer will make or cause the Trustee
          to make payment of the purchase price for such Securities of this
          series through DTC by the close of business on each Remarketing


                                      A-8
     <PAGE>

          Date against delivery through DTC of the Securities of this
          series.  The purchase price of such Securities of this series
          will be equal to 100% of the principal amount thereof.  If the
          Remarketing Dealer does not purchase all of the Securities of
          this series on a Remarketing Date, it will be the obligation of
          the Company to make or cause to be made such payment for the
          entire principal amount of the Securities of this series, as
          described below under "Repurchase."  In any case, the Company
          will make or cause the Trustee to make payment of interest due on
          a Remarketing Date by book entry through DTC by the close of
          business on such Remarketing Date.  In the event that the Company
          elects to redeem the Securities of this series from the
          Remarketing Dealer on a Remarketing Date (following the
          Remarketing Dealer's purchase of the Securities of this series
          from the Holders on such Remarketing Date), the Company will make
          or cause the Trustee to make payment to the Remarketing Dealer by
          book-entry through DTC by the close of business on such date
          against delivery through DTC of such Securities of this series.

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

                    So long as the Securities of this series are issued in
          global form registered in the name of DTC or its nominee,
          transactions involving the sale and purchase of Securities of
          this series remarketed by the Remarketing Dealer on and after a
          Remarketing Date will settle in immediately available funds
          through DTC's Same-Day Funds Settlement System.

                    The tender and settlement procedures described above,
          including provisions for payment by purchasers of Securities of
          this series in the remarketing or for payment to sellers of
          Securities of this series, may be modified, notwithstanding any
          contrary terms of the Indenture, (i) to the extent required by
          DTC or a successor securities depositary, (ii) if the book-entry
          system is no longer available for the Securities of this series
          at the time of the remarketing, to the extent required to
          facilitate the remarketing of Securities of this series in
          certificated form, or (iii) to the extent required in the
          reasonable opinion of the Remarketing Dealer to facilitate the
          settlement process.  The Holders of this Security, by their
          purchase of this Security or interest therein, irrevocably
          consent to such modifications.

                    As long as DTC or its nominee holds the certificates
          representing any Securities of this series in the book-entry
          system of DTC, no certificates for such Securities of this series
          will be delivered by any Holder to reflect any transfer of such
          Securities of this series effected in a remarketing or otherwise.


                    The Remarketing Dealer

                    On or prior to the date of original issuance of the
          Securities of this series, the Company and the Remarketing Dealer
          will enter into a Remarketing Agreement (the "Remarketing
          Agreement").

                    In the event that the Remarketing Dealer elects to
          remarket the Securities of this series as described herein, the
          obligation of the Remarketing Dealer to purchase Securities of
          this series will be subject to several conditions precedent set
          forth in the Remarketing Agreement, including certain conditions
          that are customary in the Company's public offerings and the
          conditions that, since the Notification Date, no material adverse
          change in the business, property or financial condition of the
          Company and its subsidiaries, considered as a whole, shall have
          occurred and that no Event of Default (as defined in the
          Indenture), or any event which, with the giving of notice or
          passage of time, or both, would constitute an Event of Default,
          with respect to the Securities of this series shall have occurred


                                      A-9
     <PAGE>

          and be continuing.  In addition, the Remarketing Agreement will
          provide for the termination thereof, or redetermination of the
          Interest Rate to Maturity, by the Remarketing Dealer on or before
          the Initial Remarketing Date (if such date is not the Interim
          Period Remarketing Date) or the Final Period Remarketing Date (if
          the Initial Remarketing Date is the Interim Period Remarketing
          Date), upon the occurrence of certain events that are also
          customary in the Company's public securities offerings.

                    No Holder or beneficial owner of any Securities of this
          series shall have any rights or claims under the Remarketing
          Agreement or against the Company or the Remarketing Dealer as a
          result of the Remarketing Dealer not purchasing such Securities
          of this series.

                    The Remarketing Agreement will also provide that the
          Remarketing Dealer may resign at any time as Remarketing Dealer,
          prior to the twentieth Business Day prior to the Initial
          Remarketing Date, such resignation to be effective 10 Business
          Days after the delivery to the Company and the Trustee of written
          notice of such resignation.  In such case, it shall be the sole
          obligation of the Company to appoint a successor Remarketing
          Dealer.

          REPURCHASE

                    In the event that (i) the Remarketing Dealer for any
          reason does not notify the Company of the Interest Rate to
          Maturity or the Interim Period Interest Rate with respect to the
          Interim Period Remarketing Date by (a) in the case of the
          Interest Rate to Maturity, 4:00 p.m., New York City time, on the
          Determination Date, or (b) in the case of the Interim Period
          Interest Rate, 4:00 p.m., New York City time, on the second
          Business Day prior to the Interim Period Remarketing Date, or
          (ii) prior to the fifth Business Day immediately preceding the
          Initial Remarketing Date, the Remarketing Dealer has resigned or
          has been terminated and no successor has been appointed on or
          before the third Business Day immediately preceding the Initial
          Remarketing Date, or (iii) since the Notification Date, a
          material adverse change in the business, property or financial
          condition of the Company and its subsidiaries, considered as a
          whole, shall have occurred or an Event of Default, or any event
          which, with the giving of notice or passage of time, or both,
          would constitute an Event of Default, with respect to the
          Securities of this series shall have occurred and be continuing,
          or any other event constituting a termination event under the
          Remarketing Agreement shall have occurred and the Remarketing
          Dealer elects to terminate the Remarketing Agreement, or (iv) the
          Remarketing Dealer elects not to remarket the Securities of this
          series, or (v) the Remarketing Dealer for any reason does not
          purchase all Securities of this series tendered (or deemed
          tendered) to it on any Remarketing Date, the Company will
          repurchase the Securities of this series as a whole on any
          Remarketing Date at a price equal to 100% of the principal amount
          of the Securities of this series plus all accrued and unpaid
          interest, if any, on the Securities of this series to any
          Remarketing Date. In any such case, payment will be made by the
          Company by book-entry through DTC upon delivery through the DTC
          of the Securities of this series on or after the close of
          business on such Remarketing Date. 

          REDEMPTION

                    If the Remarketing Dealer elects to remarket the
          Securities of this series on a Remarketing Date, the Securities
          of this series will be subject to mandatory tender to the
          Remarketing Dealer for remarketing on such date, subject to the
          conditions described above under "Tender of Securities of this
          Series; Remarketing" and "Repurchase" and to the Company's right
          to redeem the Securities of this series from the Remarketing
          Dealer as described in the next sentence.  The Company will
          notify the Remarketing Dealer and the Trustee, not later than the
          fourth Business Day immediately preceding the applicable
          Remarketing Date, if the Company irrevocably elects to exercise
          its right to redeem the Securities of this series, in whole but
          not in part, from the Remarketing Dealer on such date at the


                                      A-10
     <PAGE>

          Optional Redemption Price (as defined below).  In any such case,
          payment will be made by the Company to the Remarketing Dealer by
          book-entry transfer through DTC by the close of business on such
          Remarketing Date against delivery through DTC of the Securities
          of this series.

               The "Optional Redemption Price" shall be the sum of (i) the
          greater of (a) 100% of the full aggregate principal amount of the
          Securities of this series and (b) the Dollar Price as of the
          applicable Remarketing Date (which, if the applicable Remarketing
          Date is the Final Period Remarketing Date, will equal the
          Adjusted Dollar Price) plus (ii) in the case of either (a) or (b)
          above, accrued and unpaid interest on the principal amount being
          redeemed to the applicable Remarketing Date.

               The Optional Redemption Price will be determined by the
          Remarketing Dealer by 3:30 p.m., New York City time, on the third
          Business Day immediately preceding the applicable Remarketing
          Date.  The Remarketing Dealer will notify the Company, the
          Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m.,
          New York City time, on such third Business Day immediately
          preceding the applicable Remarketing Date, of the Optional
          Redemption Price.  The Optional Redemption Price determined by
          the Remarketing Dealer, absent manifest error, shall be binding
          and conclusive upon the Holders of the Securities of this series,
          the Company and the Trustee. 

               The provisions of Sections 402 and 404 of the Indenture,
          shall not be applicable to the Securities of this series.

          ASSUMPTION BY SUBSIDIARY

                    Unless an Event of Default, or an event which, after
          notice or lapse of time or both, would become an Event of
          Default, shall have occurred and be continuing, the obligations
          of the Company under the Securities of this series and the
          Indenture to the extent related to such series may be assigned by
          the Company to, and be assumed in whole, on a full recourse
          basis, by a wholly owned Subsidiary of the Company at any time;
          provided, however, that such assumption shall be subject to, and
          --------  -------
          permitted only upon the fulfillment and satisfaction of, the
          following terms and conditions:  (a) an assumption agreement and
          a supplemental indenture to the Indenture evidencing such
          assumption shall be in substance and form reasonably satisfactory
          to the Trustee and shall, inter alia, include modifications and
                                    ----- ----
          amendments to the Indenture making the obligations under the
          Securities of this series and under the Indenture to the extent
          related to such series primary obligations of such Subsidiary,
          substituting such Subsidiary of the Company for the Company in
          the form of the Securities of this series and in provisions of
          the Indenture to the extent related to such series and releasing
          and discharging the Company from its obligations under the
          Securities of this series and the Indenture to the extent related
          to such series; and (b) the Trustee shall have received (i) an
          executed counterpart of such assumption agreement and supplemental
          indenture; (ii) evidence satisfactory to the Trustee and the
          Company that all necessary authorizations, consents, orders,
          approvals, waivers, filings and declarations of or with, Federal,
          state, county, municipal, regional or other governmental
          authorities, agencies or boards (collectively, "Governmental
          Actions") relating to such assumption have been duly obtained and
          are in full force and effect, (iii) evidence satisfactory to the
          Trustee that any security interest intended to be created by the
          Indenture is not in any material way adversely affected or
          impaired by any of the agreements or transactions relating to
          such assumption and (iv) an Opinion of Counsel for such
          Subsidiary, reasonably satisfactory in substance, scope and form
          to the Trustee and the Company, to the effect that (A) the
          supplemental indenture evidencing such assumption has been duly
          authorized, executed and delivered by such Subsidiary, (B) the
          execution and delivery by such Subsidiary of such supplemental
          indenture and the consummation of the transactions contemplated
          thereby do not contravene any provision of law or any
          governmental rule applicable to such Subsidiary or any provision
          of such Subsidiary's charter documents or by-laws and do not
          contravene any provision of, or constitute a default under, or


                                      A-11 
     <PAGE>

          result in the creation or imposition of any lien upon any of such
          Subsidiary's properties or assets under any indenture, mortgage,
          contract or other agreement to which such Subsidiary is a party
          or by which such Subsidiary or any of its properties may be bound
          or affected, (C) all necessary Governmental Actions relating to
          such assumption have been duly obtained and are in full force and
          effect and (D) such agreement and supplemental indenture
          constitute the legal, valid and binding obligations of such
          Subsidiary, enforceable in accordance with their respective
          terms, except as such enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or other
          similar laws at the time in effect affecting the rights of
          creditors generally.  

                    At the time of such assumption the Company will
          unconditionally guarantee payment of the Securities of this
          series and will execute a guarantee in form and substance
          satisfactory to the Trustee.  Pursuant to the guarantee, the
          Company will fully and unconditionally guarantee the payment of
          the obligations of such assuming Subsidiary under the Securities
          of this series and under the Indenture, including, without
          limitation, payment, as and when due, of the principal of,
          premium, if any, and interest on, the Securities of this series. 
          Other than the obligation to make such payments, the Company
          shall be released and discharged from all other obligations under
          the Indenture.

          GENERAL

                    The Indenture contains provisions for defeasance at any
          time of the entire indebtedness of this Security upon compliance
          with certain conditions set forth in the Indenture, including the
          Officer's Certificate described above.

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

                    The Indenture permits, with certain exceptions as
          therein provided, the amendment thereof and the modification of
          the rights and obligations of the Company and the rights of the
          Holders of the Securities of each series to be affected under the
          Indenture at any time by the Company and the Trustee with the
          consent of the Holders of a majority in principal amount of the
          Securities at the time Outstanding of all series to be affected. 
          The Indenture contains provisions permitting the Holders of a
          majority in aggregate principal amount of the Securities of all
          series then Outstanding to waive compliance by the Company with
          certain provisions of the Indenture.  The Indenture also contains
          provisions permitting the Holders of specified percentages in
          principal amount of the Securities of each series at the time
          Outstanding, on behalf of the Holders of all Securities of such
          series, to waive compliance by the Company with certain
          provisions of the Indenture and certain past defaults under the
          Indenture and their consequences.  Any such consent or waiver by
          the Holder of this Security shall be conclusive and binding upon
          such Holder and upon all future Holders of this Security and of
          any Security 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 Security.

                    As provided in and subject to the provisions of the
          Indenture, the Holder of this Security 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 Securities of this series, the Holders of a
          majority in aggregate principal amount of the 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 aggregate principal


                                      A-12
     <PAGE>

          amount of 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 Security 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 Security or of the Indenture shall alter or impair the
          obligation of the Company, which is absolute and unconditional,
          to pay the principal of and any premium and interest on this
          Security at the times, place and rate, and in the coin or
          currency, herein prescribed.

                    The Securities of this series are issuable only in
          registered form without coupons in denominations of $1,000.  As
          provided in the Indenture and subject to certain limitations
          therein set forth, Securities of this series are exchangeable for
          a like aggregate principal amount of Securities of this series
          and of like tenor and of authorized denominations, as requested
          by the Holder surrendering the same.

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

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

                    All terms used in this Security which are defined in
          the Indenture shall have the meanings assigned to them in the
          Indenture and in the Officer's Certificate establishing the terms
          of the Securities of this series.



                                      A-13
     <PAGE>

                                   ----------------
                                      ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned assigns and transfers this
          5.94% MAndatory Putable/Remarketing Securities to:

          -----------------------------------------------------------------
          -----------------------------------------------------------------
          -----------------------------------------------------------------
          (Insert assignee's social security or tax identification number)

          -----------------------------------------------------------------
          -----------------------------------------------------------------
          -----------------------------------------------------------------
                      (Insert address and zip code of assignee) 

          and irrevocably appoints

          -----------------------------------------------------------------
          -----------------------------------------------------------------
          -----------------------------------------------------------------
          agent to transfer this Security on the Security Register.  The
          agent may substitute another to act for him or her. 

          Date: ------------------------------------



                                        Signature:
                                                   --------------------------

                                        Signature Guarantee:
                                                             ----------------



      (Sign exactly as your name appears on the other side of this Security)

                                 SIGNATURE GUARANTEE
               Signatures must be guaranteed by an "eligible guarantor
          institution" meeting the requirements of the Registrar, which
          requirements include membership or participation in the Security
          Transfer Agent Medallion Program ("STAMP") or such other
          "signature guarantee program" as may be determined by the
          Registrar in addition to, or in substitution for, STAMP, all in
          accordance with the Securities Exchange Act of 1934, as amended.




                                      A-14