



<TABLE>
<CAPTION>

                                                  (Page 11 of 6)

------------------- ---------------------------------------- -------------------------------------------------------- --------------
Note Number         Name(s) of Agent(s)                      Agent's Commission                                            SCANA
                                                                                                                        CORPORATION
----------------------- --------------- -------------------- -------------------------------------------------------- --------------
<S>                     <C>             <C>                  <C>                                                           <C>
Principal Amount        Trade Date      Original Issue Date  Interest Rate (Or Yield to Maturity For Original Issue        CUSIP
$                                                            Discount Notes)
======================= =============== ============ ================= ============================================== --------------
Maturity Date           Account No.     Ticket No.   Issue Price       Taxpayer's I.D. or Soc. Sec. No.               Transferred
                        N/A             N/A          %                                       *                        N/A
======================= =============== ============ ================= ============================================== --------------
Name and Address of Registered Owner
                                                                                                  MEDIUM TERM NOTE
                               CEDE & CO.                                                           CONFIRMATION
                            7 Hanover Square                                                  TRUSTEE AND PAYING AGENT
                        New York, New York 10004                                                THE BANK OF NEW YORK
                                                                                                 101 Barclay Street
                                                                                              New York, New York 10007

---------------------- ------------------------ ------------------------------------------------------------ -----------------------
    CUSTOMER COPY      Retain for Tax Purposes  The Time of the Transaction Will Be Published Upon Written   Please Sign and Return
                                                Request of the Customer                                      Enclosed Receipt
---------------------- ------------------------ ------------------------------------------------------------ -----------------------
         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY  TRUST COMPANY (55 WATER STREET,  NEW YORK, NEW YORK) TO THE
     COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
     ANY  CERTIFICATE  ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH
     OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY
     TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE
     OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     REGISTERED                                                                   PRINCIPAL
     AMOUNT:                          $
     No.:
             CUSIP:

                                                               SCANA CORPORATION
                                                               MEDIUM-TERM NOTE
                                            Due From Nine Months to Thirty Years From Date of Issue

     ISSUE PRICE:    %                                                 ADDITIONAL PROVISIONS: (applicable only to
Floating Rate Notes)

     ORIGINAL ISSUE DATE:                                              INDEX MATURITY:

     MATURITY DATE:                                                    BASE RATE:
     REDEMPTION (check one):
                                                                       SPREAD (PLUS OR MINUS):
         [ ] No.  This Note is not subject to redemption.
                                                                       SPREAD MULTIPLIER:
         [ ] Yes. This Note is subject to redemption on the following
                  Redemption Date(s) at the following Redemption Price(s).      INTEREST RESET PERIOD:

                  Partial Redemption Price(s):                         INTEREST RESET DATES:

                  Partial Redemption Date(s):                          MAXIMUM INTEREST RATE:

     RECORD DATES:                                                     MINIMUM INTEREST RATE:

     INTEREST (check one):                                             INTEREST PAYMENT PERIOD:

         [ ]  FIXED RATE NOTE                                          INTEREST PAYMENT DATES:
              If this box is checked, the Interest Rate on this Note
              shall be %.                                              DESIGNATED LIBOR CURRENCY:

         [ ]  FLOATING RATE NOTE                                       DESIGNATED LIBOR PAGE:
              If this box is checked, the Initial Interest Rate on this Note
              shall be
</TABLE>

         SCANA CORPORATION,  a corporation duly organized and existing under the
laws of the State of South Carolina (herein  referred to as the "Company"),  for
value received,  hereby promises to pay Cede & Co., or registered  assigns,  the
principal sum of Dollars ($ .00) on the  "Maturity  Date" shown above and to pay
interest thereon as hereinafter described.
         REFERENCE  IS HEREBY  MADE TO THE FURTHER  PROVISIONS  OF THIS NOTE SET
FORTH ON THE SUBSEQUENT PAGES HEREOF,  AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
         This Note shall not become valid or obligatory  for any purpose  unless
and until  this  Note has been  authenticated  by The Bank of New  York,  or its
successor, as Trustee.
         IN WITNESS  WHEREOF,  the  Company  has caused this Note to be executed
under its corporate seal.

Dated:                                  SCANA CORPORATION

         CERTIFICATE OF AUTHENTICATION
 By:
-----------------------------------------------------------------------
Authorized Officer

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

THE BANK OF NEW YORK, as Trustee

Attest:
---------------------------------------------------------------------

Secretary

By:
                     Authorized Signatory                 [CORPORATE SEAL]


<PAGE>


                                SCANA CORPORATION
                                MEDIUM-TERM NOTES


1.  This  is one of a duly  authorized  issue  of  debentures,  notes  or  other
evidences of indebtedness of the Company (herein called the  "Securities")  of a
series hereinafter specified as issued and to be issued under an indenture dated
as of November 1, 1989 (herein called the  "Indenture")  between the Company and
The Bank of New York  (herein  called the  "Trustee",  which term  includes  any
successor  Trustee under the  Indenture),  to which Indenture and Resolutions of
the Board of Directors of the Company adopted or indentures supplemental thereto
reference is hereby made for a statement of the respective  rights thereunder of
the Company,  the Trustee and the Holders of the Securities,  and the terms upon
which the  Securities  are,  and are to be,  authenticated  and  delivered.  The
Securities may be issued in one or more series,  which  different  series may be
issued in various aggregate  principal  amounts,  may mature at different times,
may bear  interest at different  rates,  may be subject to different  redemption
provisions (if any), may be subject to different sinking,  purchase or analogous
funds (if any), may be subject to different covenants and Events of Default, and
may otherwise vary as in the Indenture provided. This Note is one of a series of
Securities of the Company designated as its Medium-Term Notes (herein called the
"Notes"). The Notes of this series may be issued at various times with different
maturity dates and different principal repayment  provisions,  may bear interest
at different  rates,  may be payable in different  currencies  and may otherwise
vary, all as provided in the Indenture.

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

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

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

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

<PAGE>


Interest Reset Date;  provided,  however,  that the interest rate in effect from
the  Original  Issue Date to the first  Interest  Reset Date will be the Initial
Interest Rate.

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

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

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

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

         Determination of Commercial Paper Rate.

         If the Base Rate specified on the face hereof is the  Commercial  Paper
Rate, the interest rate for any Interest  Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face hereof
(1) as published by the Board of Governors of the Federal  Reserve System in the
publication entitled  "Statistical  Releases H.15(519) Selected Interest Rates",
or in any successor  publication  ("H.15(519)"),  under the heading  "Commercial
Paper -  Nonfinancial,"  or (2) if such rate is not published by 3:00 p.m.,  New
York City time,  on the  Calculation  Date  (defined  below)  pertaining to such
Interest Determination Date, then as published in the daily update of H.15 (519)
(available  through  the world  wide web site of the Board of  Governors  of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update,  or any
successor  site  or  publication)   ("H.15  Daily  Update")  under  the  heading
"Commercial Paper - Non-Financial", or any successor heading or (b) if such rate
is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York
City time, on the  Calculation  Date  pertaining to such Interest  Determination
Date,  the  Money  Market  Yield of the  arithmetic  mean as  calculated  by the
Calculation  Agent  (defined  below) of the offered rates as of 11:00 a.m.,  New
York City time, on such Interest Determination Date, of three leading dealers of
commercial  paper in the  City of New York  selected  by the  Calculation  Agent
(after   consultation   with  the  Company)  for  commercial  paper  placed  for
nonfinancial  issuers  whose  bond  rating  is  "AA" or the  equivalent,  from a
nationally  recognized rating agency, having the Index Maturity specified on the
face hereof,  in each of the above cases adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however, that
if the dealers  selected as aforesaid by the  Calculation  Agent are not quoting
offered rates as mentioned in this sentence, the interest rate for such Interest
Determination Date shall equal the interest rate then in effect on such Interest
Determination Date.

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

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

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

         Determination of LIBOR.

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


<PAGE>


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

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

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

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

         Determination of Treasury Rate.

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

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

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

4.  Each  Note  will be  issued  initially  as  either  a  Book-Entry  Note or a
Certificated  Note. Only Registered Notes may be issued as Book-Entry Notes, and
such Notes  will not be  exchangeable  for  Certificated  Notes  and,  except as
otherwise  provided  in  the  Indenture,  will  not  otherwise  be  issuable  as
Certificated Notes.

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

6. If so specified  on the face hereof,  this Note may be redeemed at the option
of the Company, as a whole or from time to time in part, on any date on or after
the Initial  Redemption  Date shown on the face hereof and prior to the Maturity
Date,  upon  not less  than 30 nor more  than 60  days'  prior  notice  given as
provided in the  Indenture,  at the  redemption  price shown on the face hereof,
together in each case with accrued interest, if any, to the Redemption Date, but
interest  installments  whose Stated  Maturity is on or prior to such Redemption
Date will be  payable to the  holder of this  Note,  or one or more  Predecessor
Securities, of record at the close of business on the

<PAGE>


relevant  Record Dates  referred to on the face  hereof,  all as provided in the
Indenture.  If less than all of the  Outstanding  Notes are to be redeemed,  the
Company  shall select the tenor and terms of the Notes to be  redeemed.  If less
than all the Outstanding  Notes of like tenor and terms are to be redeemed,  the
particular  Notes to be redeemed  shall be selected by the Trustee not less than
60 days prior to the Redemption  Date from the  Outstanding  Notes of like tenor
and terms not  previously  called for  redemption.  Such  selection  shall be of
principal amounts equal to the minimum  authorized  denominations for such Notes
or any integral multiple thereof. Subject to the immediately preceding sentence,
such  selection  shall  be made by any  method  as the  Trustee  deems  fair and
appropriate.  The notice of such redemption  shall specify which Notes are to be
redeemed.  In the event of  redemption  of this Note in part only, a new Note or
Notes  for the  unredeemed  portion  hereof  shall be  issued in the name of the
Holder hereof upon the cancellation hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>



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

                                  ABBREVIATIONS

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






TEN COM       --  as tenants in common

TEN ENT       --  as tenants by the entireties

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

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

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

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





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

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

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

Please insert Social Security or Other
    Identifying Number of Assignee








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



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

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


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

