<PAGE>
                                                                   Exhibit 4-D-7

                             DUKE ENERGY CORPORATION

                                       TO

                               JPMORGAN CHASE BANK

                                     Trustee

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

                          Sixth Supplemental Indenture

                          Dated as of January 14, 2002

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

                    $250,000,000 Floating Rate Notes due 2005

                    $750,000,000 6.25% Senior Notes Due 2012

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                              TABLE OF CONTENTS(1)

                                                                            Page

                                    ARTICLE 1
                          Floating Rate Notes Due 2005

SECTION 1.01   Establishment..................................................1
SECTION 1.02   Definitions....................................................2
SECTION 1.03   Payment of Principal and Interest..............................2
SECTION 1.04   Denominations..................................................4
SECTION 1.05   Global Securities..............................................4
SECTION 1.06   Redemption.....................................................4
SECTION 1.07   Paying Agent and Calculation Agent.............................4

                                    ARTICLE 2
                           6.25% Senior Notes Due 2012

SECTION 2.01   Establishment..................................................5
SECTION 2.02   Definitions....................................................5
SECTION 2.03   Payment of Principal and Interest..............................5
SECTION 2.04   Denominations..................................................6
SECTION 2.05   Global Securities..............................................6
SECTION 2.06   Redemption.....................................................7
SECTION 2.07   Paying Agent...................................................8

                                    ARTICLE 3
                            Miscellaneous Provisions

SECTION 3.01   Recitals by the Corporation....................................8
SECTION 3.02   Ratification and Incorporation of Original Indenture...........8
SECTION 3.03   Executed in Counterparts.......................................9


Exhibit A    Form of Floating Rate Note
Exhibit B    Certificate of Authentication of the Floating Rate Note
Exhibit C    Form of 6.25% Senior Note
Exhibit D    Certificate of Authentication of 6.25% Senior Note

--------

(1)   This Table of Contents does not constitute part of the Indenture or have
      any bearing upon the interpretation of any of its terms and provisions.

<PAGE>

      THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the 14th day of January
2002, by and between DUKE ENERGY CORPORATION, a North Carolina corporation,
having its principal office at 526 South Church Street, Charlotte, North
Carolina 28202 (the "Corporation"), and JPMORGAN CHASE BANK (formerly known as
The Chase Manhattan Bank), a New York banking corporation, as Trustee (herein
called the "Trustee").

                              W I T N E S S E T H:

      WHEREAS, the Corporation has heretofore entered into a Senior Indenture,
dated as of September 1, 1998 (the "Original Indenture"), with The Chase
Manhattan Bank, as Trustee;

      WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as may be amended and supplemented to the date
hereof, including by this Sixth Supplemental Indenture, is herein called the
"Indenture";

      WHEREAS, under the Indenture, a new series of Securities may at any time
be established in accordance with the provisions of the Indenture and the terms
of such series may be described by a supplemental indenture executed by the
Corporation and the Trustee;

      WHEREAS, the Corporation hereby proposes to create under the Indenture two
additional series of Securities;

      WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Indenture as at the time supplemented and
modified, may be issued from time to time pursuant to the Indenture as at the
time supplemented and modified; and

      WHEREAS, all conditions necessary to authorize the execution and delivery
of this Sixth Supplemental Indenture and to make it a valid and binding
obligation of the Corporation have been done or performed.

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE 1

                          FLOATING RATE NOTES DUE 2005

      SECTION 1.01 Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the
Corporation's Floating Rate Notes due 2005 (the "Floating Rate Notes").

      There are to be authenticated and delivered $250,000,000 principal amount
of Floating Rate Notes, and no further Floating Rate Notes shall be
authenticated and delivered except as provided by Section 304, 305, 306, 906 or
1106 of the Original Indenture and the last paragraph of Section 301 thereof.
The Floating Rate Notes shall be issued in fully registered form without
coupons.

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                                                                               2


      The Floating Rate Notes shall be in substantially the form set out in
Exhibit A hereto, and the form of the Trustee's Certificate of Authentication
for the Floating Rate Notes shall be in substantially the form set forth in
Exhibit B hereto.

      Each Floating Rate Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

      SECTION 1.02 Definitions. The following defined terms used in this Article
I shall, unless the context otherwise requires, have the meanings specified
below for purposes of the Floating Rate Notes. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Original Indenture.

      "Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a
day on which banking institutions in New York, New York are authorized or
obligated by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office is closed for business.

      "Interest Payment Date" means each January 15, April 15, July 15 and
October 15 of each year, commencing April 15, 2002.

      "Original Issue Date" means January 14, 2002.

      "Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th calendar day prior to such Interest Payment
Date (whether or not a Business Day).

      "Stated Maturity" means January 15, 2005.

      SECTION 1.03 Payment of Principal and Interest. The principal of the
Floating Rate Notes shall be due at Stated Maturity. The unpaid principal amount
of the Floating Rate Notes shall bear interest at the 3 Month LIBOR Rate plus
0.35% per annum until paid or duly provided for, such interest to accrue from
January 14, 2002, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. The 3 Month LIBOR Rate will be
reset quarterly on each Interest Payment Date (each, an "Interest Reset Date"),
beginning on April 15, 2002. The initial interest rate will be 2.18125%. The
following definitions are used in the calculation of the interest rate:

      "3 Month LIBOR Rate" means the rate for deposits in U.S. dollars for the
3-month period commencing on the applicable Interest Reset Date which appears on
Telerate Page 3750 at approximately 11:00 a.m., London time, on the second
London banking day prior to the applicable Interest Reset Date; provided that
the interest rate in effect from January 14, 2002 to the first Interest Reset
Date will be based on the 3 Month LIBOR Rate on the second London banking day
prior to January 14, 2002. If this rate does not appear on Telerate Page 3750,
the Calculation Agent for the Floating Rate Notes (the "Calculation Agent") will
determine the rate on the basis of the rates at which deposits in U.S. dollars
are offered by four major banks in the London interbank market (selected by the
Calculation Agent) at approximately 11:00 a.m., London time, on the second
London banking day prior to the applicable Interest Reset Date to prime banks in
the London interbank market for a period of three months commencing on that

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                                                                               3


Interest Reset Date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market at
such time. In such case, the Calculation Agent will request the principal London
office of each of the aforesaid major banks to provide a quotation of such rate.
If at least two such quotations are provided, the rate for that Interest Reset
Date will be the arithmetic mean of the quotations, and, if fewer than two
quotations are provided as requested, the rate for that Interest Reset Date will
be the arithmetic mean of the rates quoted by major banks in The City of New
York, selected by the Calculation Agent, at approximately 11:00 a.m., New York
City time, on the second London banking day prior to the applicable Interest
Reset Date for loans in U.S. dollars to leading European banks for a period of
one month commencing on that Interest Reset Date and in a principal amount equal
to an amount not less than $1,000,000 that is representative for a single
transaction in such market at such time. A London banking day is any day in
which dealings in U.S. dollars are transacted in the London interbank market.

      "Telerate Page 3750" means the display page so designated on the Telerate
Service (or such other page as may replace such page on that service for the
purpose of displaying London interbank offered rates of major banks). The
interest rate on the Floating Rate Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.

      Interest shall be paid quarterly in arrears on each Interest Payment Date
to the Person or Persons in whose name the Floating Rate Notes are registered on
the Regular Record Date for such Interest Payment Date; provided that interest
payable at the Stated Maturity of principal shall be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holders on such Regular
Record Date and may either be paid to the Person or Persons in whose name the
Floating Rate Notes are registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee
("Special Record Date"), notice whereof shall be given to Holders of the
Floating Rate Notes not less than ten (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, if any, on which the Floating Rate
Notes may be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Original Indenture.

      Payments of interest on the Floating Rate Notes shall include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Floating Rate Notes shall be computed and paid on the basis of
a 360-day year and the actual number of days in each interest period. In the
event that any Interest Payment Date on the Floating Rate Notes is not a
Business Day (other than an Interest Payment Date that falls on the Stated
Maturity), then such Interest Payment Date will be postponed to the next
succeeding day that is a Business Day unless the Interest Payment Date falls in
the next succeeding month in which case the Interest Payment Date will be the
preceding Business Day. If the Interest Payment Date falling on the Stated
Maturity is not a Business Day then the interest payment due on that date will
be paid on the next Business Day and no additional interest will accrue.

      Payment of principal of and interest on the Floating Rate Notes shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for

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                                                                               4


payment of public and private debts. Payments of principal of and interest on
the Floating Rate Notes represented by a Global Security shall be made by wire
transfer of immediately available funds to the Holder of such Global Security,
provided that, in the case of payments of principal, such Global Security is
first surrendered to the Paying Agent. If any of the Floating Rate Notes are no
longer represented by a Global Security, (i) payments of principal and interest
due at the Stated Maturity of such Floating Rate Notes shall be made at the
office of the Paying Agent upon surrender of such Floating Rate Notes to the
Paying Agent and (ii) payments of interest shall be made, at the option of the
Corporation, subject to such surrender where applicable, (A) by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register or (B) by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least sixteen (16) days prior to the date for payment by the Person
entitled thereto.

      SECTION 1.04 Denominations. The Floating Rate Notes shall be issued in
denominations of $1,000 or any integral multiple thereof.

      SECTION 1.05 Global Securities. The Floating Rate Notes shall initially be
issued in the form of one or more Global Securities registered in the name of
the Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, Floating Rate
Notes represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, Floating Rate Notes in
definitive form. The Global Securities described in this Article 1 may not be
transferred except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or to a successor Depositary or its nominee.

      A Global Security shall be exchangeable for Floating Rate Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Corporation that it is unwilling or unable to continue
as a Depositary for such Global Security and no successor Depositary shall have
been appointed by the Corporation within 90 days of receipt by the Corporation
of such notification, or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Corporation within 90 days after it
becomes aware of such cessation or (ii) the Corporation in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Floating Rate Notes registered in such names as the Depositary
shall direct.

      SECTION 1.06 Redemption. The Floating Rate Notes are not redeemable by the
Corporation at any time. The Floating Rate Notes shall not have a sinking fund.

      SECTION 1.07 Paying Agent and Calculation Agent. The Trustee shall
initially serve as Paying Agent and Calculation Agent with respect to the
Floating Rate Notes, with the Place of Payment initially being the Corporate
Trust Office.

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                                                                               5


                                   ARTICLE 2

                           6.25% SENIOR NOTES DUE 2012

      SECTION 2.01 Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the
Corporation's 6.25% Senior Notes due 2012 (the "Senior Notes").

      There are to be authenticated and delivered $750,000,000 principal amount
of the Senior Notes, and no further Senior Notes shall be authenticated and
delivered except as provided by Section 304, 305, 306, 906 or 1106 of the
Original Indenture and the last paragraph of Section 301 thereof. The Senior
Notes shall be issued in fully registered form without coupons.

      The Senior Notes shall be in substantially the form set out in Exhibit C
hereto, and the form of the Trustee's Certificate of Authentication for the
Senior Notes shall be in substantially the form set forth in Exhibit D hereto.

      Each Senior Note shall be dated the date of authentication thereof and
shall bear interest from the date of original issuance thereof or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for.

      SECTION 2.02 Definitions. The following defined terms used in this Article
2 shall, unless the context otherwise requires, have the meanings specified
below for purposes of the Senior Notes. Capitalized terms used herein for which
no definition is provided herein shall have the meanings set forth in the
Original Indenture.

      "Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a
day on which banking institutions in New York, New York are authorized or
obligated by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office is closed for business.

      "Interest Payment Date" means each January 15 and July 15 of each year,
commencing July 15, 2002.

      "Original Issue Date" means January 14, 2002.

      "Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th calendar day prior to such Interest Payment
Date (whether or not a Business Day).

      "Stated Maturity" means January 15, 2012.

      SECTION 2.03 Payment of Principal and Interest. The principal of the
Senior Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Senior Notes shall bear interest at the rate of
6.25% per annum until paid or duly provided for, such interest to accrue from
January 14, 2002 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for. Interest shall be paid semi-annually in
arrears on each Interest Payment Date to the Person or Persons in whose name the
Senior Notes are registered on the Regular Record Date for such Interest Payment
Date; provided that interest

<PAGE>
                                                                               6


payable at the Stated Maturity or on a Redemption Date as provided herein shall
be paid to the Person to whom principal is payable. Any such interest that is
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holders on such Regular Record Date and may either be paid to the Person
or Persons in whose name the Senior Notes are registered at the close of
business on a Special Record Date for the payment of such defaulted interest to
be fixed by the Trustee ("Special Record Date"), notice whereof shall be given
to Holders of the Senior Notes not less than ten (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, if any, on which the Senior
Notes may be listed, and upon such notice as may be required by any such
exchange, all as more fully provided in the Original Indenture.

      Payments of interest on the Senior Notes shall include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for the
Senior Notes shall be computed and paid on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on the
Senior Notes is not a Business Day, then payment of the interest payable on such
date shall be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay) with the same
force and effect as if made on the date the payment was originally payable.

      Payment of principal of, premium, if any, and interest on the Senior Notes
shall be made 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.
Payments of principal of, premium, if any, and interest on Senior Notes
represented by a Global Security shall be made by wire transfer of immediately
available funds to the Holder of such Global Security, provided that, in the
case of payments of principal and premium, if any, such Global Security is first
surrendered to the Paying Agent. If any of the Senior Notes are no longer
represented by a Global Security, (i) payments of principal, premium, if any,
and interest due at the Stated Maturity or earlier redemption of such Senior
Notes shall be made at the office of the Paying Agent upon surrender of such
Senior Notes to the Paying Agent and (ii) payments of interest shall be made, at
the option of the Corporation, subject to such surrender where applicable, (A)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (B) by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto.

      SECTION 2.04 Denominations. The Senior Notes shall be issued in
denominations of $1,000 or any integral multiple thereof.

      SECTION 2.05 Global Securities. The Senior Notes shall initially be issued
in the form of one or more Global Securities registered in the name of the
Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, Senior Notes
represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, Senior Notes in
definitive form. The Global Securities described in this Article 2 may not be
transferred except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or to a successor Depositary or its nominee.

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                                                                               7


      A Global Security shall be exchangeable for Senior Notes registered in the
names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Corporation that it is unwilling or unable to continue
as a Depositary for such Global Security and no successor Depositary shall have
been appointed by the Corporation within 90 days of receipt by the Corporation
of such notification, or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Corporation within 90 days after it
becomes aware of such cessation or (ii) the Corporation in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Senior Notes registered in such names as the Depositary shall
direct.

      SECTION 2.06 Redemption. The Senior Notes shall be redeemable, in whole or
from time to time in part, at the option of the Corporation on any date (a
"Redemption Date"), at a Redemption Price equal to the greater of (i) 100% of
the principal amount of the Senior Notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to
such Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in
either case, accrued and unpaid interest on the principal amount being redeemed
to such Redemption Date.

      "Treasury Rate" means, with respect to any Redemption Date for the Senior
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.l5(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Stated Maturity, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

      "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Senior Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Senior Notes.

      "Quotation Agent" means the Reference Treasury Dealer appointed by the
Corporation.

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                                                                               8


      "Comparable Treasury Price" means, with respect to any Redemption Date for
the Senior Notes, the average of two Reference Treasury Dealer Quotations for
such Redemption Date.

      "Reference Treasury Dealer" means each of First Union Securities, Inc. and
UBS Warburg LLC and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Corporation will substitute
therefor another Primary Treasury Dealer.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

      Notwithstanding Section 1104 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price but only the manner of ascertainment thereof.

      The Corporation shall notify the Trustee of the Redemption Price with
respect to the foregoing redemption promptly after the calculation thereof. The
Trustee shall not be responsible for calculating said Redemption Price.

      If less than all of the Senior Notes are to be redeemed, the Trustee shall
select the Senior Notes or portions of Senior Notes to be redeemed by such
method as the Trustee shall deem fair and appropriate. The Trustee may select
for redemption Senior Notes and portions of Senior Notes in amounts of whole
multiples of $1,000.

      The Senior Notes shall not have a sinking fund.

      SECTION 2.07 Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the Senior Notes, with the Place of Payment initially
being the Corporate Trust Office.

                                   ARTICLE 3

                            MISCELLANEOUS PROVISIONS

      SECTION 3.01 Recitals by the Corporation. The recitals in this Sixth
Supplemental Indenture are made by the Corporation only and not by the Trustee,
and all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Floating Rate Notes and the Senior Notes and of
this Sixth Supplemental Indenture as fully and with like effect as if set forth
herein in full.

      SECTION 3.02 Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Sixth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

<PAGE>
                                                                               9


      SECTION 3.03 Executed in Counterparts. This Sixth Supplemental Indenture
may be executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.

<PAGE>
                                                                              10


      IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.

                                    Duke Energy Corporation


                                    By:/s/ Myron L. Caldwell
                                       ------------------------------
                                       Name: Myron L. Caldwell
                                       Title:  Vice President, Corporate Finance

Attest:

/s/ Robert T. Lucas III
-------------------------------
Name:  Robert T. Lucas III
Title:   Assistant Secretary

                                    JPMorgan Chase Bank,
                                         as Trustee


                                    By: /s/ N. Rodriguez
                                       ------------------------------
                                    Name: Natalia Rodriguez

Attest:

/s/ Natalie B. Pesce
-------------------------------

<PAGE>

                                    EXHIBIT A

                                     FORM OF
                           FLOATING RATE NOTE DUE 2005

No.
                                                                       CUSIP No.

                             DUKE ENERGY CORPORATION
                           FLOATING RATE NOTE DUE 2005

Principal Amount:  $

Regular Record Date: Close of business on the 15th calendar day prior to the
relevant Interest Payment Date (whether or not a Business Day)

Original Issue Date:  January 14, 2002

Stated Maturity:  January 15, 2005

Interest Payment Dates: Quarterly on January 15, April 15, July 15 and October
15, commencing April 15, 2002

Interest Rate:  3 Month LIBOR Rate plus 0.35% per annum

Authorized Denomination:  $1,000 or any integral multiples thereof

      Duke Energy Corporation, a North Carolina corporation (the "Corporation",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to         or
registered assigns, the principal sum of         DOLLARS ($ ) on the Stated
Maturity shown above and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly in arrears on each Interest Payment
Date as specified above, computed and paid on the basis of a 360-day year and
the actual number of days in each interest payment period, commencing on April
15, 2002 and on the Stated Maturity at the rate per annum shown above (the
"Interest Rate") until the principal hereof is paid or made available for
payment and on any overdue principal and on any overdue installment of interest.

      The rate at which interest shall be payable on the Floating Rate Notes due
2005 (the "Notes") shall be the 3 Month LIBOR Rate plus 0.35%. The 3 Month LIBOR
Rate will be reset quarterly on each Interest Payment Date (each, an "Interest
Reset Date"), beginning on April 15, 2002. The initial interest rate will be
2.18125%. The following definitions are used in the calculation of the interest
rate:

      "3 Month LIBOR Rate" means the rate for deposits in U.S. dollars for the
3-month period commencing on the applicable Interest Reset Date which appears on
Telerate Page 3750


                                      A-1
<PAGE>

at approximately 11:00 a.m., London time, on the second London banking day prior
to the applicable Interest Reset Date; provided that the interest rate in effect
from January 14, 2002 to the first Interest Reset Date will be based on the 3
Month LIBOR Rate on the second London banking day prior to January 14, 2002. If
this rate does not appear on Telerate Page 3750, the Calculation Agent will
determine the rate on the basis of the rates at which deposits in U.S. dollars
are offered by four major banks in the London interbank market (selected by the
Calculation Agent) at approximately 11:00 a.m., London time, on the second
London banking day prior to the applicable Interest Reset Date to prime banks in
the London interbank market for a period of three months commencing on that
Interest Reset Date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market at
such time. In such case, the Calculation Agent will request the principal London
office of each of the aforesaid major banks to provide a quotation of such rate.
If at least two such quotations are provided, the rate for that Interest Reset
Date will be the arithmetic mean of the quotations, and, if fewer than two
quotations are provided as requested, the rate for that Interest Reset Date will
be the arithmetic mean of the rates quoted by major banks in The City of New
York, selected by the Calculation Agent, at approximately 11:00 a.m., New York
City time, on the second London banking day prior to the applicable Interest
Reset Date for loans in U.S. dollars to leading European banks for a period of
one month commencing on that Interest Reset Date and in a principal amount equal
to an amount not less than $1,000,000 that is representative for a single
transaction in such market at such time. A London banking day is any day in
which dealings in U.S. dollars are transacted in the London interbank market.

      "Telerate Page 3750" means the display page so designated on the Telerate
Service (or such other page as may replace such page on that service for the
purpose of displaying London interbank offered rates of major banks). The
interest rate on the Notes will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of
general application.

      The Calculation Agent will, upon the request of the Holder of any Note,
provide the interest rate then in effect. The Calculation Agent is JPMorgan
Chase Bank until such time as the Corporation appoints a successor Calculation
Agent. All calculations made by the Calculation Agent in the absence of manifest
error shall be conclusive for all purposes and binding on the Corporation and
the Holders of the Notes. The Corporation may appoint a successor Calculation
Agent with the written consent of the Trustee.

      All percentages resulting from any calculation of the interest rate with
respect to the Notes will be rounded, if necessary, to the nearest one-hundred
thousandth of a percentage point, with five one-millionths of a percentage point
rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
..0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)),
and all dollar amounts in or resulting from any such calculation will be rounded
to the nearest cent (with one-half cent being rounded upwards).

      The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than an Interest Payment Date that is the Stated
Maturity) will, as provided in the Indenture, be paid to the Person in whose
name this Security is registered on the Regular Record Date as specified above
next preceding such Interest Payment Date; provided that any interest payable at
Stated Maturity will be paid to the Person to whom principal is payable.


                                      A-2
<PAGE>

Except as otherwise provided in the Indenture, 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 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, if any, on which the Securities of this series shall be listed, and
upon such notice as may be required by any such exchange, all as more fully
provided in the Indenture.

      Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. In the event that any Interest
Payment Date is not a Business Day (other than an Interest Payment Date that
falls on the Stated Maturity), then such Interest Payment Date will be postponed
to the next succeeding day that is a Business Day unless the Interest Payment
Date falls in the next succeeding month in which case the Interest Payment Date
will be the preceding Business Day. If the Interest Payment Date falling on the
Stated Maturity is not a Business Day then the interest payment due on that date
will be paid on the next Business Day and no additional interest will accrue.
"Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a day on
which banking institutions in New York, New York are authorized or obligated by
law or executive order to remain closed or (iii) a day on which the Corporate
Trust Office is closed for business.

      Payment of principal of and interest on the Securities of this series
shall be made 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.
Payments of principal of and interest on Securities of this series represented
by a Global Security shall be made by wire transfer of immediately available
funds to the Holder of such Global Security, provided that, in the case of
payments of principal, such Global Security is first surrendered to the Paying
Agent. If any of the Securities of this series are no longer represented by a
Global Security, (i) payments of principal and interest due at the Stated
Maturity shall be made at the office of the Paying Agent upon surrender of such
Securities to the Paying Agent, and (ii) payments of interest shall be made, at
the option of the Corporation, subject to such surrender where applicable, (A)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (B) by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto.

      The Securities of this series may not be redeemed prior to maturity and
are not subject to a sinking fund.

      The Securities of this series shall constitute the direct unsecured and
unsubordinated debt obligations of the Corporation and shall rank equally in
priority with the Corporation's existing and future unsecured and unsubordinated
indebtedness.

      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS


                                      A-3
<PAGE>

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 by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                      A-4
<PAGE>

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

Dated:

                                                Duke Energy Corporation


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

Attest:

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

                          CERTIFICATE OF AUTHENTICATION

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

                                                JPMorgan Chase Bank,
                                                     as Trustee


                                                By:
                                                   ---------------
                                                   Authorized Officer


                                      A-5
<PAGE>

                           (Reverse Side of Security)

      This Floating Rate Note due 2005 is one of a duly authorized issue of
Securities of the Corporation (the "Securities"), issued and issuable in one or
more series under a Senior Indenture, dated as of September 1, 1998, as
supplemented (the "Indenture"), between the Corporation and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitation of rights, duties and immunities thereunder of
the Corporation, the Trustee and the Holders of the Securities issued thereunder
and of the terms upon which said Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof
as Floating Rate Notes due 2005 initially in the aggregate principal amount of
$250,000,000. Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Indenture.

      If an Event of Default with respect to the 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, with the effect and subject to the
conditions 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
Corporation and the rights of the Holders of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby (voting as one class).
The Indenture contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series with
respect to which a default under the Indenture shall have occurred and be
continuing (voting as one class), on behalf of the Holders of the Securities of
all such series, to waive, with certain exceptions, such default under the
Indenture and its consequences. The Indenture also permits the Holders of not
less than a majority 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 Corporation with certain provisions of the Indenture
affecting such series. 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 hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Corporation for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar and duly executed by, the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized


                                      A-6
<PAGE>

denominations and of like tenor and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. No service charge
shall be made for any such registration of transfer or exchange, but the
Corporation may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

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

      The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to the limitations therein set forth, the
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or
Securities to be exchanged at the office or agency of the Corporation.

      This Security shall be governed by, and construed in accordance with, the
internal laws of the State of New York.


                                      A-7
<PAGE>

                                  ABBREVIATIONS

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

TEN COM--as tenants in common       UNIF GIFT MIN ACT- ______ Custodian _______
                                                       (Cust)           (Minor)

TEN ENT--as tenants by the entireties

JT TEN--as joint tenants with rights of            under Uniform Gifts to
survivorship and not as tenants in common          Minors Act ________________
                                                                  (State)

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

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please
insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

the within Security and all rights thereunder, hereby irrevocably
constituting and appointing

agent to transfer said Security on the books of the Corporation, with full power
of substitution in the premises.

Dated:   ____________


                                      NOTICE: The signature to this assignment
                                      must correspond with the name as written
                                      upon the face of the within instrument in
                                      every particular without alteration or
                                      enlargement, or any change whatever.


                                     Signature Guarantee:  _____________________


                                      A-8
<PAGE>

                               SIGNATURE GUARANTEE

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


                                      A-9
<PAGE>

                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

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

                                                  JPMorgan Chase Bank,
                                                       as Trustee



                                                  By:
                                                     ------------------
                                                     Authorized Officer


                                      B-1
<PAGE>

                                    EXHIBIT C

                                     FORM OF
                           6.25% SENIOR NOTE DUE 2012

No.                                                                    CUSIP No.

                             DUKE ENERGY CORPORATION
                           6.25% SENIOR NOTE DUE 2012

Principal Amount: $

Regular Record Date: Close of business on the 15th calendar day prior to the
relevant Interest Payment Date (whether or not a Business Day)

Original Issue Date: January 14, 2001

Stated Maturity: January 15, 2012

Interest Payment Dates: Semi-annually on January 15 and July 15 of each year,
commencing July 15, 2002.

Interest Rate: 6.25% per annum

Authorized Denomination:  $1,000 or any integral multiples thereof

      Duke Energy Corporation, a North Carolina corporation (the "Corporation",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to ,        or
registered assigns, the principal sum of        DOLLARS ($ ) on the Stated
Maturity shown above and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on each Interest
Payment Date as specified above, commencing on July 15, 2002 and on the Stated
Maturity at the rate per annum shown above (the "Interest Rate") until the
principal hereof is paid or made available for payment and on any overdue
principal and on any overdue installment of interest. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity or a Redemption Date)
will, as provided in the Indenture, be paid to the Person in whose name this
6.25% Senior Note due (this "Security") is registered on the Regular Record Date
as specified above next preceding such Interest Payment Date; provided that any
interest payable at Stated Maturity or on a Redemption Date will be paid to the
Person to whom principal is payable. Except as otherwise provided in the
Indenture, 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 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


                                      C-1
<PAGE>

paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Securities shall
be listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Indenture.

      Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve
30-day months and will accrue from January 14, 2002 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. In
the event that any date on which interest is payable on this Security is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable. "Business Day" means a day other
than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New
York, New York are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office is closed for
business.

      Payment of principal of, premium, if any, and interest on the Securities
shall be made 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.
Payments of principal of, premium, if any, and interest on the Securities of
this series represented by a Global Security shall be made by wire transfer of
immediately available funds to the Holder of such Global Security, provided
that, in the case of payments of principal and premium, if any, such Global
Security is first surrendered to the Paying Agent. If any of the Securities of
this series are no longer represented by a Global Security, (i) payments of
principal, premium, if any, and interest due at the Stated Maturity or earlier
redemption of such Securities shall be made at the office of the Paying Agent
upon surrender of such Securities to the Paying Agent, and (ii) payments of
interest shall be made, at the option of the Corporation, subject to such
surrender where applicable, (A) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (B) by
wire transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least sixteen
(16) days prior to the date for payment by the Person entitled thereto.

      The Securities of this series shall be redeemable, in whole or from time
to time in part, at the option of the Corporation on any date (a "Redemption
Date"), at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities of this series to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to such Redemption Date) discounted to
such Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in
either case, accrued and unpaid interest on the principal amount being redeemed
to such Redemption Date.

      "Treasury Rate" means, with respect to any Redemption Date for the
Securities of this series, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.l5(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant


                                      C-2
<PAGE>

Maturities," for the maturity corresponding to the Comparable Treasury Issue (if
no maturity is within three months before or after the Stated Maturity, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined, and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Day preceding the Redemption
Date.

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

      "Quotation Agent" means the Reference Treasury Dealer appointed by the
Corporation.

      "Comparable Treasury Price" means, with respect to any Redemption Date for
the Securities, the average of two Reference Treasury Dealer Quotations for such
Redemption Date.

      "Reference Treasury Dealer" means each of First Union Securities, Inc. and
UBS Warburg LLC and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Corporation will substitute
therefor another Primary Treasury Dealer.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

      Notwithstanding Section 1104 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price but only the manner of ascertainment thereof.

      The Corporation shall notify the Trustee of the Redemption Price with
respect to the foregoing redemption promptly after the calculation thereof. The
Trustee shall not be responsible for calculating said Redemption Price.

      Notice of any redemption by the Corporation will be mailed at least 30
days but not more than 60 days before any Redemption Date to each Holder of
Securities of this series to be redeemed. If Notice of a redemption is provided
and funds are deposited as required, interest will cease to accrue on and after
the Redemption Date on the Securities of this series or portions of Securities
of this series called for redemption. In the event that any Redemption Date is
not a Business Day, the Corporation will pay the Redemption Price on the next
Business Day without any interest or other payment due. If less than all the
Securities of this series are to be redeemed


                                      C-3
<PAGE>

at the option of the Corporation, the Trustee shall select, in such manner as it
shall deem fair and appropriate, the Securities of this series to be redeemed in
whole or in part. The Trustee may select for redemption Securities of this
series and portions of the Securities of this series in amounts of whole
multiples of $1,000.

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

      The Securities of this series shall not have a sinking fund.

      The Securities of this series shall constitute the direct unsecured and
unsubordinated debt obligations of the Corporation and shall rank equally in
priority with the Corporation's existing and future unsecured and unsubordinated
indebtedness.

      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 by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                      C-4
<PAGE>



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

Dated:

                                                  Duke Energy Corporation

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

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

                          CERTIFICATE OF AUTHENTICATION

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

                                                     JPMorgan Chase Bank,
                                                        as Trustee


                                                     By:
                                                        ------------------------
                                                           Authorized Officer


                                      C-5
<PAGE>

                           (Reverse Side of Security)

      This 6.25% Senior Note due 2012 is one of a duly authorized issue of
Securities of the Corporation (the "Securities"), issued and issuable in one or
more series under a Senior Indenture, dated as of September 1, 1998, as
supplemented (the "Indenture"), between the Corporation and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitation of rights, duties and immunities thereunder of
the Corporation, the Trustee and the Holders of the Securities issued thereunder
and of the terms upon which said Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof
as 6.25% Senior Notes due in 2012 initially in the aggregate principal amount of
$750,000,000. Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Indenture.

      If an Event of Default with respect to the 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, with the effect and subject to the
conditions 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
Corporation and the rights of the Holders of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby (voting as one class).
The Indenture contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series with
respect to which a default under the Indenture shall have occurred and be
continuing (voting as one class), on behalf of the Holders of the Securities of
all such series, to waive, with certain exceptions, such default under the
Indenture and its consequences. The Indenture also permits the Holders of not
less than a majority 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 Corporation with certain provisions of the Indenture
affecting such series. 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 hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Corporation for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar and duly executed by, the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized


                                      C-6
<PAGE>

denominations and of like tenor and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. No service charge
shall be made for any such registration of transfer or exchange, but the
Corporation may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

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

      The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to the limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or
Securities to be exchanged at the office or agency of the Corporation.

      This Security shall be governed by, and construed in accordance with, the
internal laws of the State of New York.


                                      C-7
<PAGE>

                                  ABBREVIATIONS

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

TEN COM--as tenants in common       UNIF GIFT MIN ACT- ______ Custodian _______
                                                       (Cust)           (Minor)

TEN ENT--as tenants by the entireties

JT TEN--as joint tenants with rights of       under Uniform Gifts to
survivorship and not as tenants in common     Minors Act ________________
                                                                  (State)

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

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please
insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing

agent to transfer said Security on the books of the Corporation, with full power
of substitution in the premises.

Dated:   ____________


                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within instrument in
                                    every particular without alteration or
                                    enlargement, or any change whatever.


                                    Signature Guarantee:  ______________________


                                      C-8
<PAGE>

                               SIGNATURE GUARANTEE

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


                                      C-9
<PAGE>

                                    EXHIBIT D

                          CERTIFICATE OF AUTHENTICATION

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

                              JPMorgan Chase Bank,
                                   as Trustee



                              By:
                                 -----------------------------------
                                 Authorized Officer


                                       D-1