<PAGE>
 
      
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 1995     
 
                                                               FILE NO. 33-60271
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
                         
                      POST-EFFECTIVE AMENDMENT NO. 1     
                                          
                                       TO     
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                VIRGINIA                               54-0418825
        (STATE OF INCORPORATION)          (I.R.S. EMPLOYER IDENTIFICATION NO.)
 
                               ----------------
 
             ONE JAMES RIVER PLAZA, RICHMOND, VIRGINIA 23219-3932 
                                (804) 771-3000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
   J. KENNERLY DAVIS, JR., VICE PRESIDENT, TREASURER AND CORPORATE SECRETARY
               PHILIP W. NICHOLS, CASH MANAGEMENT ADMINISTRATOR 
                     VIRGINIA ELECTRIC AND POWER COMPANY 
             ONE JAMES RIVER PLAZA, RICHMOND, VIRGINIA 23219-3932 
                                (804) 771-3000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                               ----------------
 
                                   COPIES TO:

        JOHN J. BEARDSWORTH, JR.                ROBERT L. BURRUS, JR.
      RIVERFRONT PLAZA, EAST TOWER                ONE JAMES CENTER 
     RICHMOND, VIRGINIA 23219-4074           RICHMOND, VIRGINIA 23219-4030
                         
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER EFFECTIVENESS.
 
  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
 
  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
       
                               ----------------
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                  
               AMENDING: PART II--EXHIBITS 4(ii) AND 4(iii)     

<PAGE>
 

                                   SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, HEREUNTO DULY
AUTHORIZED, IN THE CITY OF RICHMOND, COMMONWEALTH OF VIRGINIA, ON THE 6TH DAY
OF JULY, 1995.     
 
                                          Virginia Electric and Power Company
                                               
                                                                           
                                          By   /s/ John B. Adams, Jr.*      
                                            -----------------------------------
                                                  (JOHN B. ADAMS, JR.
                                            CHAIRMAN OF THE BOARD OF DIRECTORS)
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE 6TH DAY OF JULY, 1995.     


<TABLE>     
<CAPTION> 
             SIGNATURES                             TITLE
 
<S>                                       <C> 

    /s/ John B. Adams, Jr.*               Chairman of the Board of
- -------------------------------------      Directors and Director  
         JOHN B. ADAMS, JR.
 

       /s/ J. T. Rhodes*                  President (Chief Executive 
- -------------------------------------      Officer) and Director     
            J. T. RHODES
 

     /s/ Tyndall L. Baucom*               Director
- -------------------------------------
          TYNDALL L. BAUCOM
 

      /s/ James F. Betts*                 Director 
- -------------------------------------
           JAMES F. BETTS
 

                                          Director
- -------------------------------------
      BENJAMIN J. LAMBERT, III
 

  /s/ Richard L. Leatherwood*             Director
- -------------------------------------
       RICHARD L. LEATHERWOOD
 

  /s/ Harvey L. Lindsay, Jr.*             Director
- -------------------------------------
       HARVEY L. LINDSAY, JR.
 

      /s/ William T. Roos*                Director
- -------------------------------------
           WILLIAM T. ROOS
 

     /s/ Richard L. Sharp*                Director 
- -------------------------------------
          RICHARD L. SHARP
 

     /s/ Robert H. Spilman*               Director
- -------------------------------------
          ROBERT H. SPILMAN
 

     /s/ William G. Thomas*               Director
- -------------------------------------
          WILLIAM G. THOMAS
 
                                                                          
       /s/ R. E. Rigsby*                  Senior Vice President--Finance  
- -------------------------------------      and Controller (Chief Financial
            R. E. RIGSBY                   Officer and Principal          
                                           Accounting Officer)            


     */s/ Philip W. Nichols 
- -------------------------------------
       PHILIP W. NICHOLS     
        Attorney-in-Fact 
</TABLE>
      

<PAGE>
 

                               INDEX TO EXHIBITS
 

<TABLE>   
<CAPTION>
                                                                  PAGE NO. IN
                                                                  SEQUENTIALLY
                                                                    NUMBERED
                                                                  REGISTRATION
                                                                   STATEMENT
                                                                  ------------
 <C>     <S>                                                      <C>
  1      --Form of Distribution Agreement for the Notes between
          the Company and Merrill Lynch & Co., Merrill Lynch,
          Pierce, Fenner & Smith Incorporated, Goldman, Sachs &
          Co. and Morgan Stanley & Co. Incorporated (previously
          filed).
  4(i)   --Trust Indenture, dated as of April 1, 1988, Exhibit
          4(i), File No. 33-21319, incorporated by reference;
          First Supplemental Indenture, dated August 1, 1989,
          Exhibit 4(ii), File No. 33-30532, incorporated by
          reference.
  4(ii)  --Form of Fixed Rate Medium-Term Note, Series F (filed
          herewith).
  4(iii) --Form of Floating Rate Medium-Term Note, Series F
          (filed herewith).
  5      --Legality Opinion of Hunton & Williams (previously
          filed).
  8      --Tax Opinion of Hunton & Williams (previously filed).
 12      --Statements regarding computation of ratios
          (previously filed).
 23(i)   --Consents of Hunton & Williams (contained in Exhibits
          5 and 8).
 23(ii)  --Consent of Jackson & Kelly (previously filed).
 23(iii) --Consent of Deloitte & Touche LLP (previously filed).
 24      --Power of Attorney (previously filed).
 25      --Statement of eligibility of Trustee (previously
          filed).
</TABLE>
    





<PAGE>
 
       
REGISTERED                                                           REGISTERED
NO.
CUSIP NO.
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F
                                 (FIXED RATE)
 
[Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by The
Depository Trust Company (the Depositary) (55 Water Street, New York, New
York) to a nominee of the Depositary or by a nominee of the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to
a successor Depositary or a nominee of such Depositary. Unless (i) this
certificate is presented by an authorized representative of the Depositary to
the issuer or its agent for registration of transfer, exchange or payment,
(ii) any certificate issued is registered in the name of Cede & Co. or in such
other names as requested by an authorized representative of the Depositary and
(iii) any payment is made to Cede & Co. or such other name ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof has an interest herein.]*
 
Principal Amount:     Interest Rate:         Maturity Date:
 
 
 
Original Issue Date:  Initial Redemption     Annual Redemption
                      Percentage:            Percentage Reduction:
 
 
 
Initial Redemption
    Limitation Date:       Authorized Denomination
Date:                                        (if other than U.S.     
                                             $1,000 and integral     
                                             multiples thereof):     
                                                                     
Refunding Rate:       Specified Currency:    Additional Terms (if  
                                             any):                  
                      
Interest Payment      Regular Record         Exchange Rate Agent:   
Date(s):              Date(s):                                        
 
  Virginia Electric and Power Company, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (the Company, 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
   
on the Maturity Date shown above (or upon earlier redemption), 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
in each year, commencing on the Interest Payment Date next succeeding the
Original Issue Date shown above and on the Maturity Date shown above (or upon
earlier redemption) at the rate per annum shown above until the principal
hereof is paid or made available for payment and (to the extent that the
payment of such interest shall be legally enforceable) 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 Maturity Date or Redemption Date)
will, as provided in such Indenture, be paid to the Person in whose name this
Medium-Term Note, Series F (the Note), or one or more predecessor Notes, is
registered at the close of business on the Regular Record Date for such
interest, which shall be the Regular Record Date as specified above (whether
or not a Business Day, as hereinafter defined), as the case may be, next
preceding such Interest Payment Date, provided, however, that, if the Original
Issue Date shown above is between a Regular Record Date and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date; and provided, further, that interest payable on an
Interest Payment Date that is the Maturity Date or Redemption Date will be
paid to the Person to whom principal is payable. Except as otherwise provided
in the Indenture (hereinafter defined), 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 Note (or one or more predecessor Notes) 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
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 Notes 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. Payment of the
principal of (and premium, if any) and interest on this Note will be made in
immediately available funds (upon surrender of the Note, in the case of
payment due at the Maturity Date or upon earlier redemption, at the Corporate
Trust Office of the Trustee, maintained for that purpose in the Borough of
Manhattan, New York City currently located at 450 W. 33rd St. New York, New
York 10001) if such payment of principal or interest is to be made in a
Specified Currency other than U.S. dollars, as provided on the reverse hereof,
by wire transfer to an account maintained by the Holder hereof in the country
of said Specified Currency shown above (the Holder's Overseas Account), as
designated by the Holder of this Note by written notice to the Trustee on or
prior to the Regular Record Date or at least 16 days prior to the Maturity
Date or in connection with any transfer after such 16th day. In the absence of
such designation or if such wire transfer cannot be made for any other reason,
the Trustee will mail a notice to the address of the Person entitled thereto
as such address shall appear on the Security Register on the Regular Record
Date for any payment of interest or on the date of such notice in connection
with payment of principal, as the case may be, requesting a designation
pursuant to which such wire transfer can be made and no such payment shall be
made until such designation is made. As more fully provided on the reverse
hereof, if payment of principal of (and premium, if any) and interest on this
Note is to be made in U.S. dollars, payment will be made (upon surrender of
the Note, in the case of payment due at the Maturity Date or upon earlier
redemption, at the foregoing Corporate Trust Office) by wire transfer to an
account designated by the Holder (the Holder's U.S. Account) by written notice
to the Trustee on or prior to the Regular Record Date or at least 16 days
prior to the Maturity Date, or, in the absence of such designation, by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Security Register on the Regular Record Date for any payment of
interest or the Maturity Date shown above or Redemption Date for payment of
principal, as the case may be. As more fully provided on the reverse hereof,
payment of the principal of (and premium, if any) and interest on this Note
will 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
based on then prevailing exchange rates with respect to the Specified Currency
and the U.S. dollar or, if payment of the principal of and interest on this
Note is to be made in a Specified Currency other than U.S. dollars, subject to
applicable laws and regulations, in the Specified Currency shown above.     
  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 Company has caused this instrument to be duly
executed under its corporate seal.
  TRUSTEE'S CERTIFICATE OF AUTHENTICATION
  This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
 
Dated:
 
CHEMICAL BANK,                                 VIRGINIA ELECTRIC AND POWER
             as Trustee                        COMPANY
                            [SEAL OF VIRGINIA
                            ELECTRIC AND POWER
By                          COMPANY APPEARS    By
                            HERE]             
                                            
             Authorized Officer                          President 
 
                                               By

                                                            
                                                         Vice President     
 
                                               Attest:
 

                                                         Assistant Corporate
                                                         Secretary
 
* The bracketed language would apply to and appear on only a Book-Entry Note.

<PAGE>
 
                               
                            [REVERSE OF NOTE]     
                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F
  This Note is one of a duly authorized issue of Securities of the Company,
issued and issuable in one or more series under an indenture, dated as of
April 1, 1988, as supplemented, (the Indenture) between the Company and
Chemical 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, limitations of rights, duties and immunities thereunder of
the Company, 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 Medium-Term Notes, Series F (the Notes) in aggregate principal
amount of up to U.S. $200 million or its equivalent in foreign currencies or
currency units, based upon the applicable exchange rate at the time of
issuance.
  The Notes are identical except for Specified Currency, denomination,
interest rate, issue date, Maturity Date and redemption terms, if any.
  The principal of (and premium, if any) and interest on this Note are payable
by the Company in the Specified Currency shown on the face hereof. If this
Note is denominated in a Specified Currency other than U.S. dollars and if the
Holder hereof shall have elected to receive payments in U.S. dollars, Chemical
Bank, in its capacity as exchange rate agent, or such other Person as shall be
appointed by the Company (the Exchange Rate Agent), will convert payments of
principal of and interest on this Note to U.S. dollars. The amount to be
received by a Holder of this Note electing to receive payments in U.S. dollars
will be based on the highest bid quotation in New York City received by the
Exchange Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of
the Specified Currency payable to all Holders of Notes electing to receive
payment in U.S. dollars and at which the applicable dealer commits to execute
a contract. If such bid quotations are not available, payments will be made in
the Specified Currency. All currency exchange costs will be borne pro rata by
the Holders electing payment in U.S. dollars by deductions from such payments
in U.S. dollars.
   
  As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or executive order to close in
New York City provided, however, that, with respect to Notes the payment of
which is to be made in a Specified Currency other than U.S. dollars, such day
is also not a day on which banking institutions are authorized or required by
law or executive order to close in the Principal Financial Center of the
country of such Specified Currency (or, in the case of the European Currency
Units (ECU), is not a day designated as an ECU Non-Settlement Day by the ECU
Banking Association or otherwise generally regarded in the ECU interbank
market as a day on which payments in ECUs shall not be made). "Principal
Financial Center" means the capital city of the country issuing the Specified
Currency, except that with respect to U.S. dollars, Deutsche Marks, Dutch
Guilders, Italian Lire, and Swiss Francs, the "Principal Financial Center"
shall be New York City, Frankfurt, Amsterdam, Milan, and Zurich, respectively.
    
  If this Note is denominated in a Specified Currency other than U.S. dollars,
the Holder of this Note may elect to receive payment of the principal of and
interest on this Note in U.S. dollars by transmitting a written request for
such payment to the Trustee at its Corporate Trust Office in New York City on
or prior to the Regular Record Date or at least 16 days prior to the Maturity
Date, as the case may be. Such request may be in writing (mailed or hand
delivered) or may be by cable, telex or other form of facsimile transmission.
The Holder of this Note need not file a separate election for each such
payment. Such election, once properly made, will remain in effect until this
Note is transferred or until changed by written notice to the Trustee, but
written notice of any such change must be received by the Trustee on or prior
to the Regular Record Date or at least 16 days prior to the Maturity Date, as
the case may be.
  In order for the Holder of this Note to receive payments by wire transfer,
such Holder shall designate an appropriate account (being either the Holder's
Overseas Account or the Holder's U.S. Account, as the case may be). Such
designation shall be made by filing the appropriate information with the
Trustee at its Corporate Trust Office in New York City on or prior to the
Regular Record Date for an Interest Payment Date or at least 16 days prior to
the Maturity Date, except as provided on the face hereof. The Trustee will,
subject to applicable laws and regulations (in the case of a Specified
Currency other than U.S. dollars) and until it receives notice to the contrary
or until this Note is transferred, make such payment and all succeeding
payments to such Holders by wire transfer to the designated Holder's Overseas
Account or Holder's U.S. Account, as the case may be. The Company will pay any
administrative costs imposed by banks in connection with making wire transfer
of payments, but any tax, assessment, governmental or other charge imposed
upon such payments will be borne by the Holder of this Note and deducted
therefrom.
  If the Specified Currency other than U.S. dollars is not available for the
payment of principal or interest with respect to this Note due to the
imposition of exchange controls or other circumstances beyond the control of
the Company, the Company will be entitled to satisfy its obligations to the
Holder of this Note by making such payment in U.S. dollars on the basis of the
applicable Exchange Rate (defined as the noon buying rate in New York City for
cable transfers for such Specified Currency, as certified for customs purposes
by the Federal Reserve Bank of New York or, in the case of ECUs, the rate of
exchange determined by the Commission of the European Communities or any
successor thereto as published in the Official Journal of the European
Communities, or any successor publication) as of the most recent date on which
an Exchange Rate was available. The Exchange Rate determined as provided above
as certified by the Company to the Trustee shall be conclusive absent manifest
error. Any payment made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture. A good faith determination
by the Company that the Specified Currency is unavailable shall be binding
upon the Trustee and the Holder of this Note.
  In the case where the Interest Payment Date, the Maturity Date or the
Redemption Date does not fall on a Business Day, payment of principal (and
premium, if any) or interest otherwise payable on such 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 the Interest Payment Date, Maturity Date or the
Redemption Date and no interest shall accrue for the period from and after the
Interest Payment Date, Maturity Date or the Redemption Date.
  Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this
Note shall be computed and paid on the basis of a 360-day year of twelve 30-
day months.
  If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the Initial Redemption Date, if any, indicated on the
face hereof. If no Initial Redemption Date is set forth hereof, this Note may
not be redeemed prior to the Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or in
part (provided that any remaining principal amount of this Note shall be equal
to an authorized denomination) at the option of the Company, at the applicable
Redemption Price (as defined below), together with interest thereon payable to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof. The Notes will not have a
sinking fund. The "Redemption Price" shall initially be the Initial Redemption
Percentage, shown on the face hereof, of the principal amount of this Note to
be redeemed and shall decline at each anniversary of the Initial Redemption
Date, shown on the face hereof, by the Annual Redemption Percentage Reduction,
if any, shown on the face hereof, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
  Notwithstanding the foregoing, the Company may not, prior to the Limitation
Date specified on the face hereof, if any, redeem this Note as contemplated by
the next preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than the Refunding Rate
specified on the face hereof, if any.
  If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
  The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
  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, place and rate, in the coin or currency,
and to the manner, herein prescribed.
  As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Note, for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes having the
same Stated Maturity and Original Issue Date, of authorized denominations and
of like tenor and for the same aggregate principal amount in the same
Specified Currency, will be issued to the designated transferee or
transferees.
  The Notes are issuable in registered form only, without coupons, and unless
otherwise specified on the face hereof, in denominations of U.S. $1,000 and in
integral multiples of U.S. $1,000 in excess thereof or the approximate
equivalent of U.S. $1,000 in the Specified Currency in which this Note is
denominated (if not U.S. dollars) at the Exchange Rate on the Business Day
immediately preceding the trade date, rounded down to the nearest integral
multiple of 1,000 units of said Specified Currency and in any amount in excess
thereof that is an integral multiple of 1,000 units of such Specified
Currency. As provided in the Indenture and subject to certain limitations
therein set forth, Notes are exchangeable for a like

<PAGE>
 
aggregate principal amount of Notes having the same Specified Currency, Stated
Maturity and Original Issue Date of any authorized denominations as requested
by the Holder surrendering the same, upon surrender of the Note or Notes to be
exchanged at the office or agency of the Company.
  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
  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 absolute 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.
  No recourse for the payment of the principal of (and premium, if any) or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, official or director, as
such, past, present or future, of the Company or of any successor entity,
either directly or through the Company or any successor company, 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.
  Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of
the United States of America. Reference in this Note to the "Specified
Currency" is to the Specified Currency shown on the face hereof. All terms
used in this Note and not otherwise defined herein which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
  This Note shall be governed by and construed in accordance with the laws of
the State of New York.
                              -------------------
                                 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 rights of survivorship and not as tenants in
          common
                                                            
                                                            
UNIF GIFT MIN ACT--               Custodian   
                    -------------           -------------                 
                       (Cust)                  (Minor)
                    Under Uniform Gifts to Minors      
                    Act 
                        ---------------------------------   
                                    (State)    

    Additional abbreviations may also be used though not in 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 Note and all rights thereunder, hereby irrevocably constituting and
appointing                                                              Attorney
to transfer said Note on the books of the Company, 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.



<PAGE>
 
   
REGISTERED                                                      REGISTERED     
          ---------------------------------------------------------------- 
NO.
CUSIP NO.
                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F
                                (FLOATING RATE)
       
    
  [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE DEPOSITARY) (55 WATER STREET, NEW YORK, NEW
YORK) TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.      
  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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 OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*
PRINCIPAL AMOUNT:

<TABLE> 
<S>                                           <C>                                         <C> 
BASE RATE:                                    ORIGINAL ISSUE DATE:                         STATED MATURITY DATE:
IF LIBOR:                                     IF CMT RATE:                               
 [ ] LIBOR Reuters                              Designated CMT Telerate Page:            
 [ ] LIBOR Telerate
                             Designated CMT Maturity Index:
INDEX CURRENCY:                                                              
INDEX MATURITY:                               INITIAL INTEREST RATE:                       INITIAL INTEREST RESET DATE: 
SPREAD:                                       MINIMUM INTEREST RATE:                       INTEREST PAYMENT DATE(S): 
SPREAD MULTIPLIER:                            MAXIMUM INTEREST RATE:                       INTEREST RESET DATE(S):
INITIAL REDEMPTION                            INITIAL REDEMPTION                           ANNUAL REDEMPTION
DATE:                                         PERCENTAGE:                                  PERCENTAGE REDUCTION:
DAY COUNT CONVENTION                                                                       CALCULATION AGENT:
 [ ] Actual/360 for the period from    to
 [ ] Actual/Actual for the period from    to
SPECIFIED CURRENCY:                           LIMITATION DATE:
EXCHANGE RATE AGENT:                          REFUNDING RATE:
OTHER/ADDITIONAL PROVISIONS:                  DEFAULT RATE:
</TABLE>
 
 
  Virginia Electric and Power Company (the Company, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
   
or registered assigns, the principal sum of     
 
on the Stated Maturity Date specified above (or any Redemption Date as defined
on the reverse hereof) (each such Stated Maturity Date or Redemption Date
being hereinafter referred to as the "Maturity Date" with respect to the
principal repayable on such date) and to pay interest thereon, at a rate per
annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate determined in
accordance with the provisions specified above and on the reverse hereof with
respect to the Base Rate specified above until the principal hereof is paid or
duly made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the Default Rate per annum specified
above on any overdue principal, premium and/or interest. The Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an Interest Payment Date), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date; provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the holder of this Note on the
Record Date with respect to such second Interest Payment Date.
  Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an Interest Period. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, subject to
certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the fifteenth calendar day (whether or not a Business Day, as defined on
the reverse hereof) immediately preceding such Interest Payment Date (the
Record Date); provided, however, that interest payable on the Maturity Date
will be payable to the person to whom the principal hereof and premium, if
any, hereon shall be payable. Any such interest not so punctually paid or duly
provided for (Defaulted Interest) will forthwith cease to be payable to the
holder on any Record Date, and may either be paid to the person in whose name
this Note is registered at the close of business on a special record date (the
Special Record Date) for the payment of such Defaulted Interest to be fixed by
the Trustee hereinafter referred to, notice whereof shall be given to the
holder of this Note by the Trustee not less than 10 calendar 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 Notes 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.
   
  Payment of principal of (and premium, if any) and interest on this Note will
be made in immediately available funds (upon surrender of the Note, in the
case of payment due at the Maturity Date or upon earlier redemption, at the
Corporate Trust Office of the Trustee, maintained for that purpose in the
Borough of Manhattan, New York City, currently located at 450 W. 33rd Street,
New York, New York 10001) if such payment of principal or interest is to be
made in a Specified Currency other than U.S. dollars, as provided on the
reverse hereof, by wire transfer to an account maintained by the Holder hereof
in the country of said Specified Currency shown above (the Holder's Overseas
Account), as designated by the Holder of this Note by written notice to the
Trustee on or prior to the Record Date or at least 16 days prior to the
Maturity Date or in connection with any transfer after such 16th day. In the
absence of such designation or if such wire transfer cannot be made for any
other reason, the Trustee will mail a notice to the address of the Person
entitled thereto, as such address shall appear on the Security Register on the
Record Date for any payment of interest or on the date of such notice in
connection with payment of principal, as the case may be, requesting a
designation pursuant to which such wire transfer can be made and no such
payment shall be made until such designation is made. As more fully provided
on the reverse hereof, if payment of principal of (and premium, if any) and
interest on this Note is to be made in U.S. dollars, payment will be made
(upon surrender of the Note, in the case of payment due at the Maturity Date
or upon earlier redemption, at the foregoing Corporate Trust Office) by wire
transfer to an account designated by the Holder (the Holder's U.S. Account) by
written notice to the Trustee on or prior to the Record Date or at least 16
days prior to the Maturity Date, or, in the absence of such designation, by
check mailed to the address of the Person entitled thereto as such address
shall appear on the Security Register on the Record Date for any payment of
interest or the Maturity Date shown above or Redemption Date for payment of
principal, as the case may be. As more fully provided on the reverse hereof,
payment of the principal of (and premium, if any) and interest on this Note
will 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
based on then prevailing exchange rates with respect to the Specified Currency
and the U.S. dollar or, if payment of the principal of and interest on this
Note is to be made in a Specified Currency other than U.S. dollars, subject to
applicable laws and regulations, in the Specified Currency shown above.     
       
  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL HAVE THE SAME FORCE AND
EFFECT AS IF SET FORTH ON THE FACE HEREOF.
  Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
 
  IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
  TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
  This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
       
   
Dated:     
                                            
CHEMICAL BANK,                              VIRGINIA ELECTRIC AND POWER COMPANY
            as Trustee 
                        [SEAL OF
                        VIRGINIA            By
By                      ELECTRIC AND
                        POWER COMPANY                   President
                        APPEARS HERE]
            Authorized Officer  
                                            By    
                                                        Vice President 

                                            Attest: 

                                                        Assistant Corporate
                                                         Secretary     
   
* The bracketed language would apply to and appear on only a Book-Entry Note.
    

<PAGE>
 
                               [REVERSE OF NOTE]
 
                      VIRGINIA ELECTRIC AND POWER COMPANY
                          MEDIUM-TERM NOTE, SERIES F
                                (FLOATING RATE)
   
  If any Interest Payment Date other than the Maturity Date would otherwise be
a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Base Rate and such Business Day falls in the next succeeding
calendar month, such Interest Payment Date shall be the immediately preceding
Business Day. If the Maturity Date falls on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or interest shall be
made on the next succeeding Business Day with the same force and effect as if
made on the date such payment was due, and no interest shall accrue with
respect to such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.     
  This Note is one of a duly authorized issue of Securities of the Company,
issued and issuable in one or more series under an indenture, dated as of
April 1, 1988, as supplemented, (the Indenture) between the Company and
Chemical 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, limitations of rights, duties and immunities thereunder of
the Company, 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 Medium-Term Notes, Series F (the Notes) in aggregate principal
amount of up to U.S. $200 million or its equivalent in foreign currencies or
currency units, based upon the applicable exchange rate at the time of
issuance.
  The Notes are identical except for Specified Currency, denomination,
interest rate, issue date, Maturity Date and redemption terms, if any.
  The principal of (and premium, if any) and interest on this Note are payable
by the Company in the Specified Currency shown on the face hereof. If this
Note is denominated in a Specified Currency other than U.S. dollars and if the
Holder hereof shall have elected to receive payments in U.S. dollars, Chemical
Bank, in its capacity as exchange rate agent, or such other Person as shall be
appointed by the Company (the Exchange Rate Agent), will convert payments of
principal of and interest on this Note to U.S. dollars. The amount to be
received by a Holder of this Note electing to receive payments in U.S. dollars
will be based on the highest bid quotation in New York City received by the
Exchange Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of
the Specified Currency payable to all Holders of Notes electing to receive
payment in U.S. dollars and at which the applicable dealer commits to execute
a contract. If such bid quotations are not available, payments will be made in
the Specified Currency. All currency exchange costs will be borne pro rata by
the Holders electing payment in U.S. dollars by deductions from such payments
in U.S. dollars. If this Note is denominated in a Specified Currency other
than U.S. dollars, the Holder of this Note may elect to receive payment of the
principal of and interest on this Note in U.S. dollars by transmitting a
written request for such payment to the Trustee at its Corporate Trust Office
in New York City on or prior to the Record Date or at least 16 days prior to
the Maturity Date, as the case may be. Such request may be in writing (mailed
or hand delivered) or may be by cable, telex or other form of facsimile
transmission. The Holder of this Note need not file a separate election for
each such payment. Such election, once properly made, will remain in effect
until this Note is transferred or until changed by written notice to the
Trustee, but written notice of any such change must be received by the Trustee
on or prior to the Record Date or at least 16 days prior to the Maturity Date,
as the case may be.
  In order for the Holder of this Note to receive payments by wire transfer,
such Holder shall designate an appropriate account (being either the Holder's
Overseas Account or the Holder's U.S. Account, as the case may be). Such
designation shall be made by filing the appropriate information with the
Trustee at its Corporate Trust Office in New York City on or prior to the
Record Date for the next succeeding Interest Payment Date or at least 16 days
prior to the Maturity Date, except as provided on the face hereof. The Trustee
will, subject to applicable laws and regulations (in the case of a Specified
Currency other than U.S. dollars) and until it receives notice to the contrary
or until this Note is transferred, make such payment and all succeeding
payments to such Holders by wire transfer to the designated Holder's Overseas
Account or Holder's U.S. Account, as the case may be. The Company will pay any
administrative costs imposed by banks in connection with making wire transfer
of payments, but any tax, assessment, governmental or other charge imposed
upon such payments will be borne by the Holder of this Note and deducted
therefrom.
  If the Specified Currency other than U.S. dollars is not available for the
payment of principal or interest with respect to this Note due to the
imposition of exchange controls or other circumstances beyond the control of
the Company, the Company will be entitled to satisfy its obligations to the
Holder of this Note by making such payment in U.S. dollars on the basis of the
applicable Exchange Rate (defined as the noon buying rate in New York City for
cable transfers for such Specified Currency, as certified for customs purposes
by the Federal Reserve Bank of New York or, in the case of European Currency
Units (ECUs), the rate of exchange determined by the Commission of the
European Communities or any successor thereto as published in the Official
Journal of the European Communities, or any successor publication) as of the
most recent date on which an Exchange Rate was available. The Exchange Rate
determined as provided above as certified by the Company to the Trustee shall
be conclusive absent manifest error. Any payment made under such circumstances
in U.S. dollars will not constitute an Event of Default under the Indenture. A
good faith determination by the Company that the Specified Currency is
unavailable shall be binding upon the Trustee and the Holder of this Note.
  Except as set forth below or on the face hereof, this Note shall bear
interest at the rate determined by reference to the applicable Base Rate (a)
plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any, in each case as specified on the face hereof. Commencing
on the Initial Interest Reset Date, the rate at which interest on this Note
shall be payable shall be reset as of each Interest Reset Date specified on
the face hereof; provided, however, that the interest rate in effect for the
period, if any, from the Original Issue Date to the Initial Interest Reset
Date shall be the Initial Interest Rate.
  Unless otherwise specified on the face hereof, the rate with respect to each
Base Rate will be determined in accordance with the applicable provisions
below. Except as set forth above, the interest rate in effect on each day
shall be (i) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as hereinafter defined)
immediately preceding such Interest Reset Date or (ii) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.
If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that if LIBOR is an applicable Base Rate and such
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day as used herein, "Interest
Reset Period" means the period of time beginning on an Interest Reset Date for
this Note and ending on the calendar day immediately preceding the next
succeeding Interest Reset Date.
  As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or executive order to close in
New York City; provided, however, that, with respect to Notes the payment of
which is to be made in a Specified Currency other than U.S. dollars, such day
is also not a day on which banking institutions are authorized or required by
law or executive order to close in the Principal Financial Center of the
country of such Specified Currency (or, in the case of the ECU, is not a day
designated as an ECU Non-Settlement Day by the ECU Banking Association or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall not be made); provided, further, that, with respect to
Notes as to which LIBOR is an applicable Base Rate, such day is also a London
Business Day (as defined below). "London Business Day" means any day (i) if
the Index Currency (as defined below) is other than ECU, on which dealings in
such Index Currency are transacted in the London interbank market or (ii) if
the Index Currency is ECU, that is not designated as an ECU Non-Settlement Day
by the ECU Banking Association or otherwise generally regarded in the ECU
interbank market as a day on which payments in ECUs shall not be made.
"Principal Financial Center" means the capital city of the country issuing the
specified Index Currency (as defined below) or the Specified Currency, as the
case may be, except that with respect to U.S. dollars, Deutsche Marks, Dutch
Guilders, Italian Lire, Swiss Francs and ECUs, the "Principal Financial
Center" shall be New York City, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.
  The "Interest Determination Date" pertaining to an Interest Reset Date for
CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, CMT Rate
Notes and Prime Rate Notes will be the second Business Day next preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note will be the second London Business Day preceding
such Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be
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, but such auction may be held on the preceding
Friday. If, as the 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.
If an auction falls on a day that is an Interest Reset Date, such Interest
Reset Date will be the next following Business Day.
  Unless otherwise specified on the face hereof, the "Calculation Date," where
applicable, pertaining to an Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination Date, or, if
such day is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day preceding the applicable Interest Payment Date or Maturity Date,
as the case may be.
  CD Rate. If the Base Rate for this Note is specified on the face hereof as
the CD Rate, this Note will bear interest at the interest rate, calculated
with reference to the CD Rate and the Spread and/or Spread Multiplier, if any,
and the Minimum Interest Rate and Maximum Interest Rate, if any, specified on
the face hereof. The CD Rate shall be determined as of the applicable Interest
Determination Date (a CD Rate Interest Determination Date) as the rate on such
date for negotiable certificates of deposit having the Index Maturity
designated on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System (H.15(519)) under the heading "CDs (Secondary Market)," or, if
not so published

<PAGE>
 
by 9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the CD Rate will be the rate on such Interest
Determination Date for negotiable certificates of deposit of the Index
Maturity designated on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" (the Composite Quotations) under
the heading "Certificates of Deposit." If such rate is not yet published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such Interest Determination Date for
certificates of deposit in an amount that is representative for a single
transaction at that time with a remaining maturity closest to the Index
Maturity designated on the face hereof of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in New York City selected by
the Calculation Agent for negotiable certificates of deposit of major United
States money center banks; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth above, the CD
Rate in effect for the applicable period will be the same as the CD Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable on this Note shall be the
Initial Interest Rate).
  CMT Rate. If the Base Rate for this Note is specified on the face hereof as
the CMT Rate, this Note will bear interest at the interest rate, calculated
with reference to the CMT Rate and the Spread and/or Spread Multiplier, if
any, and subject to the Minimum Interest Rate, and the Maximum Interest Rate,
if any, specified on the face hereof. The CMT Rate shall be determined as of
the applicable Interest Determination Date (a CMT Rate Interest Determination
Date) as the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, such CMT Rate Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the
month, as applicable, ended immediately preceding the week in which the
related CMT Rate Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant Maturity rate for
the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or, if not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant Maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on the Interest Determination Date reported,
according to their written records, by three leading primary United States
government securities dealers (each, a Reference Dealer) in New York City
(which may include Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated or
their affiliates) selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent, after consultation with the
Company, and eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct noncallable fixed
rate obligations of the United States (Treasury notes) with an original
maturity of approximately the Designated CMT Maturity Index and remaining term
to maturity of not less than such Designated CMT Maturity Index minus one
year. If the Calculation Agent cannot obtain three such Treasury notes
quotations, the CMT Rate for such Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination
Date of three Reference Dealers in New York City (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury
notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least U.S.
$100,000,000. If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of
such quotes will be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting as described
herein, the CMT Rate for such Interest Reset Date will be the same as the CMT
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable on this Note shall be
the Initial Interest Rate). If two Treasury notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the
Treasury note with the shorter remaining term to maturity will be used.
  "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on the face hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
  "Designated CMT Maturity Index" shall be the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified as such on the face hereof with respect to which the CMT Rate will
be calculated. If no such maturity is specified on the face hereof the
Designated CMT Maturity Index shall be two years.
  Commercial Paper Rate. If the Base Rate for this Note is specified on the
face hereof as the Commercial Paper Rate, this Note will bear interest at the
interest rate, calculated with reference to the Commercial Paper Rate and the
Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest
Rate and the Maximum Interest Rate, if any, specified on the face hereof. The
Commercial Paper Rate shall be determined as of the applicable Interest
Determination Date (a Commercial Paper Rate Interest Determination Date) as
the Money Market Yield (as defined below) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof, as
such rate shall be published in H.15(519), under the heading "Commercial
Paper." In the event that such rate is not published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield of the
rate on such Interest Determination Date for commercial paper of the specified
Index Maturity as published in Composite Quotations under the heading
"Commercial Paper." If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not yet available in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate shall be the Money Market Yield of
the arithmetic mean 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 New York City selected by the Calculation Agent for commercial paper
of the specified Index Maturity, placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized statistical
rating organization; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned
in this sentence, the Commercial Paper Rate in effect for the applicable
period will be the same as the Commercial Paper Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable on this Note shall be the Initial
Interest Rate).
  "Money Market Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
 
                           D x 360
   Money Market Yield =  ----------- 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 Interest Period for which interest is being
calculated.
  Federal Funds Rate. If the Base Rate for this Note is specified on the face
hereof as the Federal Funds Rate, this Note will bear interest at the interest
rate, calculated with reference to the Federal Funds Rate and the Spread
and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and
Maximum Interest Rate, if any, specified on the face hereof. The Federal Funds
Rate shall be determined as of the applicable Interest Determination Date (a
Federal Funds Rate Interest Determination Date) as the rate on such date for
Federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)," or, if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published
in the Composite Quotations under the heading "Federal Funds/Effective Rate."
If such rate is not yet published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds, as of 9:00 A.M., New York City time, on such Interest
Determination Date, arranged by three leading brokers of Federal funds
transactions in New York City selected by the Calculation Agent; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
are not quoting as set forth above, the Federal Funds Rate in effect for the
applicable period will be the same as the Federal Funds Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on this Note shall be the Initial
Interest Rate).
  LIBOR. If the Base Rate for this Note is specified on the face hereof as
LIBOR, this Note will bear interest at the interest rate, calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any,
specified on the face hereof. LIBOR shall be determined by the Calculation
Agent as of the applicable Interest Determination Date (a LIBOR Interest
Determination Date) in accordance with the following provisions:
   (i) As of the Interest Determination Date, LIBOR will be either: (a) if
 "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the
 offered rates (unless the specified Designated LIBOR Page (as defined below)
 by its terms provides only for a single rate, in which case such single rate
 shall be used) for deposits in the Index Currency having the Index Maturity
 designated on the face hereof, commencing on the second London Business Day
 immediately following such Interest Determination Date, that appear on the
 Designated LIBOR Page as of 11:00 A.M., London time, on that Interest
 Determination Date, if at least two such offered rates appear (unless, as
 aforesaid, only a single rate is required) on such Designated LIBOR Page, or
 (b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement,
 the

<PAGE>
 
 rate for deposits in the Index Currency having the Index Maturity designated
 on the face hereof, commencing on the second London Business Day immediately
 following such Interest Determination Date, that appears on the Designated
 LIBOR Page as of 11:00 A.M., London time, on that Interest Determination
 Date. If fewer than two offered rates appear (if "LIBOR Reuters" is
 specified on the face hereof) (or, no rate appears, if, as aforesaid, only a
 single rate is required) or no rate appears (if "LIBOR Telerate" is
 specified on the face hereof), LIBOR in respect of the related Interest
 Determination Date will be determined as if the parties had specified the
 rate described in clause (ii) below.
   (ii) With respect to an Interest Determination Date on which fewer than
 two offered rates appear (if "LIBOR Reuters" is specified on the face
 hereof) (or on which no rate appears, if, as aforesaid, only a single rate
 is required) or no rate appears (if "LIBOR Telerate" is specified on the
 face hereof), the Calculation Agent will request the principal London
 offices of each of four major reference banks in the London interbank
 market, as selected by the Calculation Agent, to provide the Calculation
 Agent with its offered quotation for deposits in the Index Currency for the
 period of the Index Maturity designated on the face hereof, commencing on
 the second London Business Day immediately following such Interest
 Determination Date, to prime banks in the London interbank market at
 approximately 11:00 A.M., London time, on such Interest Determination Date
 and in a principal amount of not less than $1,000,000 (or the equivalent in
 the Index Currency, if the Index Currency is not the U.S. dollar) that is
 representative for a single transaction in such Index Currency in such
 market at such time. If at least two such quotations are provided, LIBOR
 determined on such Interest Determination Date will be the arithmetic mean
 of such quotations. If fewer than two quotations are provided, LIBOR
 determined on such Interest Determination Date will be the arithmetic mean
 of the rates quoted at approximately 11:00 A.M. (or such other time
 specified on the face hereof), in the applicable Principal Financial Center
 for the country of the Index Currency on such Interest Determination Date,
 by three major banks in such Principal Financial Center selected by the
 Calculation Agent for loans in the Index Currency to leading European banks,
 having the Index Maturity designated on the face hereof and in a principal
 amount of not less than $1,000,000 commencing on the second London Business
 Day immediately following such Interest Determination Date (or the
 equivalent in the Index Currency, if the Index Currency is not the U.S.
 dollar) that is representative for a single transaction in such Index
 Currency in such market at such time; provided, however, that if the banks
 so selected by the Calculation Agent are not quoting as mentioned in this
 sentence, LIBOR in effect for the applicable period will be the same as
 LIBOR for the immediately preceding Interest Reset Period (or, if there was
 no such Interest Reset Period, the rate of interest payable on this Note
 shall be the Initial Interest Rate).
   "Index Currency" means the currency (including composite currencies)
 specified on the face hereof as the currency for which LIBOR shall be
 calculated. If no such currency is specified on the face hereof, the Index
 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
 for the purpose of displaying the London interbank rates of major banks for
 the applicable Index Currency, or (b) if "LIBOR Telerate" is designated on
 the face hereof, the display on the Dow Jones Telerate Service for the
 purpose of displaying the London interbank rates of major banks for the
 applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate is
 specified on the face hereof, LIBOR for the applicable Index Currency will
 be determined as if LIBOR Telerate (and, if the U.S. dollar is the Index
 Currency, Page 3750) had been specified.
  Prime Rate. If the Base Rate for this Note is specified on the face hereof
as the Prime Rate, this Note will bear interest at the interest rate,
calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum
Interest Rate, if any, specified on the face hereof. The Prime Rate shall be
determined as of the applicable Interest Determination Date (a Prime Rate
Interest Determination Date) as the rate set forth in H.15(519) for such date
opposite the caption "Bank Prime Loan." If such rate is not yet published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Prime Rate for such Interest Determination
Date will be the arithmetic mean of the rates of interest publicly announced
by each bank named on the Reuters Screen NYMF Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such Interest
Determination Date, or, if fewer than four such rates appear on the Reuters
Screen NYMF Page for such Interest Determination Rate, the rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by at least two of the three major money center banks in
New York City selected by the Calculation Agent from which quotations are
requested. If fewer than two quotations are provided, the Prime Rate shall be
calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates in New York City by the appropriate
number of substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, in each case having
total equity capital of at least U.S. $500 million and being subject to
supervision or examination by federal or state authority, selected by the
Calculation Agent to quote such rate or rates; provided, however, that if the
banks or trust companies selected as aforesaid by the Calculation Agent are
not quoting as set forth above, the "Prime Rate" in effect for the applicable
period will be the same as the Prime Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
rate of interest payable on this Note shall be the Initial Rate). "Reuters
Screen NYMF Page" means the display designated as Page "NYMF" on the Reuters
Monitor Money Rates Services (or such other page as may replace the NYMF Page
on that service for the purpose of displaying prime rates or base lending
rates of major United States banks).
  Treasury Rate. If the Base Rate for this Note is specified on the face
hereof as the Treasury Rate, this Note will bear interest at the interest
rate, calculated with reference to the Treasury Rate and the Spread and/or
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any, specified on the face hereof. The Treasury Rate
shall be determined as of the applicable Interest Determination Date (a
Treasury Rate Interest Determination Date) as the rate for the auction held on
such date of direct obligations of the United States (Treasury Bills) having
the Index Maturity designated on the face hereof, as published in H.15(519)
under the heading "Treasury Bills auction average (investment)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the auction average rate on such Interest
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) 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
designated on the face hereof are not published or reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date or if no such
auction is held on such Interest Determination Date, 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) calculated using the arithmetic mean
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
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity designated 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 Treasury Rate for such Interest Reset Date
will be the same as the Treasury Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable on this Note shall be the Initial Interest Rate).
  Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest
Rate, if any, specified on the face hereof. The interest rate on this Note
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 shall calculate the interest rate hereon in accordance
with the foregoing on or before each Calculation Date. At the request of the
Holder hereof, the Calculation Agent will provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the interest rate
which will become effective as a result of a determination made for the next
succeeding Interest Reset Data.     
  With respect to this Note, accrued interest shall be calculated by
multiplying the principal amount of this Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which interest is being paid. Unless
otherwise specified on the face hereof, the interest factor for each such day
is computed by dividing the interest rate applicable to such day by 360, in
the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate
Notes, LIBOR Notes and Prime Rate Notes, or by the actual number of days in
the year, in the case of Treasury Rate Notes and CMT Rate Notes. All
percentages used in or resulting from any calculation of the rate of interest
on this Note will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a percentage
point rounded upward, and all dollar amounts used in or resulting from such
calculation on this Note will be rounded to the nearest cent, with one-half
cent rounded upward. The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date. The interest rate
applicable to any other day is the interest rate from the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate).
  If so provided on the face of this Note, this Note may be redeemed by the
Company on and after the Initial Redemption Date, if any, indicated on the
face hereof. If no Initial Redemption Date is set forth hereof, this Note may
not be redeemed prior to the Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or in
part (provided that any remaining principal amount of this Note shall be equal
to an authorized denomination) at the option of the Company, at the applicable
Redemption Price (as defined below), together with interest thereon payable to
the "Redemption Date", on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof. The Notes will not have a
sinking fund. The "Redemption Price" shall initially be the Initial Redemption
Percentage, shown on the face hereof, of the principal amount of this Note to
be redeemed and shall decline at each anniversary of the Initial Redemption
Date, shown on the face hereof, by the Annual Redemption Percentage Reduction,
if any, shown on the face hereof, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
  Notwithstanding the foregoing, the Company may not, prior to the Limitation
Date specified on the face hereof, if any, redeem this Note as contemplated by
the next preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than the Refunding Rate
specified on the face hereof, if any.
  If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

<PAGE>
 
  The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
  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, place and rate, in the coin or currency,
and to the manner, herein prescribed.
  As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Security Register,
upon surrender of this Note, for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes having the
same Stated Maturity and Original Issue Date, of authorized denominations and
of like tenor and for the same aggregate principal amount in the same
Specified Currency, will be issued to the designated transferee or
transferees.
  The Notes are issuable in registered form only, without coupons, and unless
otherwise specified on the face hereof, in denominations of U.S. $1,000 and in
integral multiples of U.S. $1,000 in excess thereof or the approximate
equivalent of U.S. $1,000 in the Specified Currency in which this Note is
denominated (if not U.S. dollars) at the Exchange Rate on the Business Day
immediately preceding the trade date, rounded down to the nearest integral
multiple of 1,000 units of said Specified Currency and in any amount in excess
thereof that is an integral multiple of 1,000 units of such Specified
Currency. As provided in the Indenture and subject to certain limitations
therein set forth, Notes are exchangeable for a like aggregate principal
amount of Notes having the same Specified Currency, Stated Maturity and
Original Issue Date of any authorized denominations as requested by the Holder
surrendering the same, upon surrender of the Note or Notes to be exchanged at
the office or agency of the Company.
  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
  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 absolute 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.
  No recourse for the payment of the principal of (and premium, if any) or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, convenant or agreement
of the Company in the Indenture or any indenture supplemental thereto or in
any Note, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, official or director, as
such, past, present or future, of the Company or of any successor entity,
either directly or through the Company or any successor company, 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.
  Reference in this Note to "U.S.$" or "U.S. dollars", is to the currency of
the United States of America. Reference in this Note to the "Specified
Currency" is to the Specified Currency shown on the face hereof. All terms
used in this Note and not otherwise defined herein which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
  This Note shall be governed by and construed in accordance with the laws of
the State of New York.
                              -------------------
                                 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 rights of survivorship and not as tenants in
          common
 
 UNIF GIFT MIN ACT--              Custodian 
                    -------------           -------------  
                       (Cust)                  (Minor)
                    Under Uniform Gifts to Minors     
                    Act 
                        -------------  
                           (State)    

    Additional abbreviations may also be used though not in 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 Note and all rights thereunder, hereby irrevocably constituting and 
appointing                                                              Attorney
to transfer said Note on the books of the Company, 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.