Exhibit 4(e)


                               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 and 20, 1998 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 G) dated as of October 1, 1998
          (the "Indenture") that:

               1.   The Securities of the first series to be issued under
                    the Indenture shall be designated "Floating Rate Senior
                    Notes due April 20, 2000" (the "Series G 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 G Notes shall be limited in aggregate
                    principal amount to $125,000,000 at any time
                    Outstanding, except as contemplated in Section 301(b)
                    of the Indenture;

               3.   The Series G Notes shall mature and the principal
                    thereof shall be due and payable together with all
                    accrued and unpaid interest thereon on April 20, 2000;

               4.   The Series G Notes shall bear interest as provided in
                    the form set forth in Exhibit A hereto;

               5.   The principal and each installment of interest on the
                    Series G Notes shall be payable at, and registration
                    and registration of transfers and exchanges in respect
                    of the Series G 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 G 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 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 G Notes;

               6.   The Calculation Agent for the Series G Notes shall be
                    The Bank of New York, or its successor as Calculation
                    Agent.  At any time, the Company may designate a
                    successor Calculation Agent, who may be any person or
                    entity who is eligible to be a successor Trustee or
                    co-trustee under the Indenture or who (a) is in fact
                    independent, (b) does not have any direct material
                    financial interest in the Company or in any affiliate


     <PAGE>

                    of the Company, (c) is not connected with the Company
                    as an officer, employee, promoter, underwriter,
                    partner, director or person performing similar
                    functions, (d) is selected by an Authorized Officer and
                    (e) is approved by the Trustee in the exercise of
                    reasonable care;

               7.   The Series G Notes will not be redeemable prior to
                    maturity;

               8.   The Series G Notes will be initially issued in global
                    form registered in the name of Cede & Co. (as nominee
                    for The Depository Trust Company ("DTC"), New York, New
                    York).  The Series G Notes in global form shall bear
                    the depository legend in substantially the form set
                    forth in Exhibit A hereto.  So long as the Series G
                    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 G Notes are registered in the names of
                    additional Holders, the Company shall have the right to
                    select a Regular Record Date for such Series G 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 G 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;

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

               10.  No service charge shall be made for the registration of
                    transfer or exchange of the Series G 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 G
                    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 G 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 G 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


                                      -2-
     <PAGE>

                         (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 G Notes,
                    or portions 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 G 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 G Notes set forth in Exhibit A hereto.

                    In the event that such Subsidiary assumes the
                    obligations under the Series G Notes, the Company will
                    unconditionally guarantee payment of the Series G 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 G 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 G 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 Series G Notes shall have such other terms and
                    provisions as are provided in the form thereof set
                    forth in Exhibit A hereto, and shall be issued in
                    substantially such form;

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

               15.  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;

               16.  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;
                    and

               17.  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 G Notes 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 Shapard
                                         ----------------------------
                                                Robert 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.


          NO.
             ------------------
          CUSIP NO. 882848AP9


                           [FORM OF FACE OF SERIES G NOTE]

                               TEXAS UTILITIES COMPANY

                    FLOATING RATE SENIOR NOTES DUE APRIL 20, 2000

               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 

                                    [Cede & Co.] 

          or registered assigns, the principal sum of 
                                                                   Dollars
          ---------------------------------------------------------
          on April 20, 2000 (Maturity Date), and to pay interest on said
          principal sum, quarterly on January 21, April 21, July 21 and
          October 21 of each year and on the Maturity Date (each an
          Interest Payment Date), commencing January 21, 1999, at the per
          annum interest rate determined by the Calculation Agent on each
          Interest Determination Date, as such terms are defined herein,
          until the principal hereof is paid or made available for payment. 
          The amount of interest payable on any Interest Payment Date shall
          be computed on the basis of the actual number of days for which
          interest is payable in the relevant Interest Period, divided by
          360.  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 immediately preceding such
          Interest Payment Date.  Any such interest not so punctually paid
          or duly provided for will forthwith cease to be payable to the
          Holder on such Regular Record Date and may either be paid to the
          Person in whose name this 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 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.


     <PAGE>

                    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.

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


                                        TEXAS UTILITIES COMPANY


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




                       [FORM OF CERTIFICATE OF AUTHENTICATION]

                            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-2
     <PAGE>

                          [FORM OF REVERSE OF SERIES G 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 G), 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 $125,000,000.

                    The Securities of this series will bear interest at a
          per annum rate (Interest Rate) determined by The Bank of New
          York, or its successor appointed by the Company as permitted by
          the Indenture, acting as calculation agent (Calculation Agent). 
          The Interest Rate for each Interest Period will be equal to LIBOR
          (as defined below) on the second London Business Day (as defined
          below) immediately preceding the first day of such Interest
          Period (Interest Determination Date), plus 0.70%; provided,
          however, that in certain circumstances described below, the
          Interest Rate will be determined in an alternative manner without
          reference to LIBOR.  Promptly upon such determination, the
          Calculation Agent will notify the Trustee of the Interest Rate
          for such Interest Period.  The determination of the Calculation
          Agent, absent manifest error, shall be binding and conclusive
          upon the holders of this Security, the Company and the Trustee.

                    Interest on the Securities of this series will accrue
          from and including October 21, 1998 (Issue Date) to but excluding
          January 21, 1999 (the first Interest Payment Date) and thereafter
          from and including each Interest Payment Date to but excluding
          the next succeeding Interest Payment Date or Maturity Date, as
          the case may be.

                    "London Business Day" shall mean a day on which
          dealings in deposits in U.S. dollars are transacted, or with
          respect to any future date, are expected to be transacted, in the
          London interbank market.

                    "LIBOR" for any Interest Determination Date will be the
          offered rate for deposits in U.S. dollars having an index
          maturity of three months for a period commencing on the second
          London Business Day immediately following the Interest
          Determination Date (Three Month Deposits) in amounts of not less
          than $1,000,000, as such rate appears on Telerate Page 3750 (as
          defined below), or a successor reporter of such rates selected by
          the Calculation Agent and acceptable to the Company, at
          approximately 11:00 A.M., London time, on the Interest
          Determination Date (Reported Rate).

                    "Telerate Page 3750" means the display designated on
          page "3750" on Dow Jones Markets Limited (or such other page as
          may replace the 3750 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 U.S. Dollar deposits).


                                      A-3
     <PAGE>

                    If the following circumstances exist on any Interest
          Determination Date, the Calculation Agent shall determine the
          Interest Rate for the Offered Bonds as follows:

                    (i) In the event no Reported Rate appears on Telerate
          Page 3750 as of approximately 11:00 a.m. London time on an
          Interest Determination Date, the Calculation Agent shall request
          the principal London offices of each of four major banks in the
          London interbank market selected by the Calculation Agent (after
          consultation with the Company) to provide a quotation of the rate
          (Rate Quotation) at which Three Month Deposits in amounts of not
          less than $1,000,000 are offered by it to prime banks in the
          London interbank market, as of approximately 11:00 a.m. London
          time on such Interest Determination Date, that is representative
          of single transactions at such time (Representative Amounts).  If
          at least two Rate Quotations are provided, the Interest Rate will
          be the arithmetic mean of the Rate Quotations obtained by the
          Calculation Agent, plus 0.70%.

                    (ii) In the event no Reported Rate appears on Telerate
          Page 3750 and there are fewer than two Rate Quotations, the
          Interest Rate will be the arithmetic mean of the rates quoted at
          approximately 11:00 A.M. New York City time on such Interest
          Determination Date, by three major banks in New York City,
          selected by the Calculation Agent, for loans in Representative
          Amounts in U.S. dollars to leading European banks, having an
          index maturity of three months for a period commencing on the
          second London Business Day immediately following such Interest
          Determination Date, plus 0.70%; provided, however, that if fewer
          than three banks selected by the Calculation Agent are quoting
          such rates, the Interest Rate for the applicable period will be
          the same as the Interest Rate in effect for the immediately
          preceding Interest Period.

                    Upon the request of the Holder of this Security, the
          Calculation Agent will provide to such Holder the Interest Rate
          in effect on the date of such request and, if determined, the
          Interest Rate for the next Interest Period.

                    "Interest Period" shall mean the period commencing on
          an Interest Payment Date and ending on the day preceding the next
          succeeding Interest Payment Date, with the exception that the
          first Interest Period shall begin on the Issue Date and extend
          through the day preceding the first Interest Payment Date.

                    If an Interest Payment Date or the Maturity Date for
          the Securities of this series falls on a day that is not a
          Business Day in The City of New York, the related payment of
          interest or principal and interest may be made on the next
          succeeding Business Day with the same force and effect as if it
          were made on the date such payment was due, and no interest will
          accrue on the amounts so payable for the period from and after
          such dates.

                    All percentages resulting from any calculation of any
          interest rate for the Securities of this series will be rounded,
          if necessary, to the nearest one hundred thousandth of a
          percentage point, with five one millionths of a percentage point
          rounded upward and all dollar amounts will be rounded to the
          nearest cent, with one-half cent being rounded upward.

                    The Securities of this series will not be redeemable
          prior to maturity.

                    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.


                                      A-4
     <PAGE>

                    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
          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 $5,000 and
          any integral multiples of $1,000 in excess thereof.  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.


                                      A-5
     <PAGE>

                    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.

                    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
          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.


                                      A-6
     <PAGE>

                    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-7 
     <PAGE>

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

          FOR VALUE RECEIVED, the undersigned assigns and transfers this
          Floating Rate Senior Note due April 20, 2000 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-8