<PAGE>

                                                                  Exhibit 4-D-5



                            DUKE ENERGY CORPORATION

                                      TO

                           THE CHASE MANHATTAN BANK

                                         Trustee
                               ----------------

                         Fourth Supplemental Indenture

                          Dated as of March 10, 2000
                               ----------------

                                 $300,000,000

                         Series D 7 3/8% Senior Notes

                                   due 2010
                               ----------------




<PAGE>

                             TABLE OF CONTENTS (1)

                                   ARTICLE 1

                          Series D 7 3/8% Senior Notes

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 101. Establishment.................................................   1
Section 102. Definitions...................................................   2
Section 103. Payment of Principal and Interest.............................   2
Section 104. Denominations.................................................   3
Section 105. Global Securities.............................................   3
Section 106. Redemption at the Option of the Corporation...................   3
Section 107. Paying Agent..................................................   5

                                   ARTICLE 2

                            Miscellaneous Provisions

Section 201. Recitals by Corporation.......................................   5
Section 202. Ratification and Incorporation of Original Indenture..........   5
Section 203. Executed in Counterparts......................................   5
</TABLE>

  Exhibit A Form of Series D 7 3/8% Senior Note due 2010
  Exhibit B Certificate of Authentication
--------
(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 FOURTH SUPPLEMENTAL INDENTURE is made as of the 10th day of March,
2000, 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 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 Fourth 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 proposes to create under the Indenture a 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 Fourth 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

                          Series D 7 3/8% Senior Notes

   Section 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the
Corporation's Series D 7 3/8% Senior Notes due 2010 (the "Series D Notes").

   There are to be authenticated and delivered $300,000,000 principal amount of
Series D Notes, and no further Series D Notes shall be authenticated and
delivered except as provided by Section 304, 305, 306, 906 or 1106 of the
Original Indenture. The Series D Notes shall be issued in fully registered form
without coupons.

   The Series D 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
Series D Notes shall be in substantially the form set forth in Exhibit B
hereto.

                                       1
<PAGE>

   Each Series D 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 102. Definitions. The following defined terms used herein shall,
unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

   "Interest Payment Dates" means March 1 and September 1, commencing
September 1, 2000.

   "Original Issue Date" means March 10, 2000.

   "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.

   "Stated Maturity" means March 1, 2010.

   Section 103. Payment of Principal and Interest. The principal of the Series
D Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid
principal amount of the Series D Notes shall bear interest at the rate of 7
3/8% per annum until paid or duly provided for, such interest to accrue from
March 10, 2000 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for. Interest shall be paid semiannually in
arrears on each Interest Payment Date to the Person or Persons in whose name
the Series D Notes are registered on the Regular Record Date for such Interest
Payment Date; provided that interest payable at the Stated Maturity of
principal 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 Series D 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 Series D 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 Series D 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 Series D Notes shall include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the Series D 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 Series D 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. "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 Series D
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

                                       2
<PAGE>

Series D 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 Series D 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 Series D Notes shall be made at the office of the Paying Agent upon
surrender of such Series D 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 104. Denominations. The Series D Notes shall be issued in
denominations of $1,000 or any integral multiple thereof.

   Section 105. Global Securities. The Series D 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, Series D Notes
represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, Series D Notes in
definitive form. The Global Securities described above 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 Series D 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 Series D Notes registered in such names as the Depositary
shall direct.

   Section 106. Redemption at the Option of the Corporation. The Series D 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 Series D 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 semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to such Redemption Date.

                                       3
<PAGE>

   "Treasury Rate" means, with respect to any Redemption Date for the Series D
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.15(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 semiannual 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 Independent Investment Banker as having a maturity comparable
to the remaining term of the Series D 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 Series D Notes.

   "Independent Investment Banker" means Warburg Dillon Read LLC and any
successor firm or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Corporation.

   "Comparable Treasury Price" means with respect to any Redemption Date for
the Series D Notes (i) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

   "Reference Treasury Dealer" means (1) Warburg Dillon Read LLC and its
successors and (2) any other primary U.S. government securities dealer (a
"Primary Treasury Dealer") selected by the Independent Investment Banker after
consultation with the Corporation. If Warburg Dillon Read LLC shall cease to be
a Primary Treasury Dealer, the Corporation shall substitute another nationally
recognized investment banking firm that is a 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 calculation thereof.

                                       4
<PAGE>

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

   The Series D Notes shall not have a sinking fund.

   Section 107. Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the Series D Notes, with the Place of Payment initially
being the Corporate Trust Office.

                                   ARTICLE 2

                           Miscellaneous Provisions

   Section 201. Recitals by Corporation. The recitals in this Fourth
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 Series D Notes and of this
Fourth Supplemental Indenture as fully and with like effect as if set forth
herein in full.

   Section 202. 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 Fourth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

   Section 203. Executed in Counterparts. This Fourth 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.

   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

                                              /s/ David L. Hauser
                                         By: __________________________________
                                                 Senior Vice President and
Attest:                                                Treasurer

/s/ Robert T. Lucas III
-------------------------------
      Assistant Secretary

                                         The Chase Manhattan Bank,
                                           as Trustee

                                              /s/ P. Kelly
                                         By: __________________________________
                                                      Vice President

Attest:

/s/ Natalia Rodriguez
-------------------------------


                                       5
<PAGE>

                                   EXHIBIT A

                                    FORM OF
                          SERIES D 7 3/8% SENIOR NOTE
                                   DUE 2010
                                                                       CUSIP No.
No.
                            DUKE ENERGY CORPORATION
                          SERIES D 7 3/8% SENIOR NOTE
                                   DUE 2010

Principal Amount: $

Regular Record Date: close of business on the 15th calendar day prior to the
                     relevant Interest Payment Date

Original  Issue Date: March 10, 2000

Stated Maturity: March 1, 2010

Interest Payment Dates: March 1 and September 1, commencing September 1, 2000

Interest Rate: 7 3/8% 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, semiannually
in arrears on each Interest Payment Date as specified above, commencing on the
Interest Payment Date  next succeeding the Original Issue Date shown above 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 Series D 7 3/8% Senior Note due 2010 (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 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.

                                      A-1

<PAGE>

  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. 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 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, premium, if any, 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 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.

   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.

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

Dated:

                                          Duke Energy Corporation

                                          By:
                                             ----------------------------------
                                                 Senior Vice President and
                                                         Treasurer

Attest:

-------------------------------------
          Assistant Secretary

                                      A-2
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

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

                                          The Chase Manhattan Bank,
                                            as Trustee

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

                           (Reverse Side of Security)

   This Security 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 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 Series D 7 3/8% Senior Notes due 2010 in the
aggregate principal amount of $300,000,000. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Indenture.

   The Securities of this series will 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 semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 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.15(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

                                      A-3
<PAGE>

not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semiannual 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 Independent Investment Banker as having a maturity comparable
to the remaining term of the Securities of this series 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.

   "Independent Investment Banker" means Warburg Dillon Read LLC and any
successor firm or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Corporation.

   "Comparable Treasury Price" means with respect to any Redemption Date for
the Securities of this series (i) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations or (ii) if the Trustee obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such
quotations.

   "Reference Treasury Dealer" means (1) Warburg Dillon Read LLC and its
successors and (2) any other primary U.S. government securities dealer (a
"Primary Treasury Dealer") selected by the Independent Investment Banker after
consultation with the Corporation. If Warburg Dillon Read LLC shall cease to be
a Primary Treasury Dealer, the Corporation shall substitute another nationally
recognized investment banking firm that is a 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 prinicpal 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.

   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 less than all the Securities of
this series are to be redeemed 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 Securities of
this series in amounts of whole multiples of $1,000.

   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

                                      A-4
<PAGE>

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 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.


                                      A-5
<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
                                                    --------         --------
TEN ENT--as tenants by the entireties                (Cust)          (Minor)

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

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

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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

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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.



                                      A-6