FS-3

                                 PRO FORMA NOTES

(1)  Represents the issuance of $750 million of long-term debt at 6.0%. The
     proceeds from the issuance of the long-term debt were assumed to be used to
     payoff $750 million of short-term debt with a 2.5% interest rate.

(2)  Represents the additional interest expense resulting from the issuance of
     $750 million of 6.0% long-term debt and the redemption of $750 million of
     2.5% short-term debt.

(3)  Represents the federal tax benefit, at 35%, of the additional interest
     expense.