8-K

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549


                                       FORM 8-K


                                    CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported):  August 15, 1996


                                   UNUM CORPORATION
                (Exact name of registrant as specified in its charter)


                Delaware                              01-0405657
       (State or other jurisdiction    (I.R.S. Employer Identification No.)
         of incorporation)

         2211 Congress Street, Portland, Maine          04122
       (Address of principal executive offices)       (Zip Code)


  Registrant's telephone number, including the area code:  (207) 770-2211



                                   UNUM Corporation
                              Current Report on Form 8-K


Item 5.  Other Events

    UNUM Corporation (the "Company") entered into a Distribution Agreement
dated August 15, 1996 with Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated, as agents (the "Agents"), providing for the sale, from time to
time, through and to the Agents of the Company's Medium-Term Notes, Series C
(the "Notes"), due from 9 months or more from the date of issue, as selected by
the purchaser and agreed to by the Company, at an aggregate initial public
offering price not to exceed $250,000,000 or its equivalent in foreign
currencies, currency units or composite currencies.  The Notes are registered
under the Securities Act of 1933, as amended, on Form S-3 (Registration No. 333-
08187).



                                      SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       UNUM CORPORATION


                                       By:  /s/Robert E. Broatch
                                            ------------------------
                                            Robert E. Broatch
                                            Senior Vice President

Dated:  August 15, 1996



                                    EXHIBIT INDEX


Exhibit Number     Description
- --------------     -----------
      
99.1               Distribution Agreement dated August 15, 1996 by and among 
                   UNUM Corporation (the "Company"), Goldman, Sachs & Co. and 
                   Morgan Stanley & Co. Incorporated

99.2               Form of Note for the Company's Medium-Term Notes, Series C
                   (Fixed Rate)

99.3               Form of Note for the Company's Medium-Term Notes, Series C
                   (Floating Rate)

EX-99.1

                             Distribution Agreement


                                UNUM CORPORATION

                                  $250,000,000

                           Medium-Term Notes, Series C

                             Distribution Agreement

                                                                 August 15, 1996

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York  10020

Dear Sirs:

     UNUM Corporation, a Delaware corporation (the "Company"), proposes to issue
and sell from time to time its Medium-Term Notes, Series C (the "Securities") at
an aggregate initial public offering price of up to $250,000,000 and agrees with
each of you (individually, an "Agent", and collectively, the "Agents") as set
forth in this Agreement.

     Subject to the terms and conditions stated herein and to the reservation by
the Company of the right to sell Securities directly on its own behalf, the
Company hereby (i) appoints each Agent as an agent of the Company for the
purpose of soliciting and receiving offers to purchase Securities from the
Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent as principal, it will enter into a separate agreement
(each a "Terms Agreement") which may be either (i) a written agreement,
substantially in the form of Annex I hereto, or (ii) an oral agreement between
such Agent and the Company confirmed in writing by such Agent to the Company,
relating to such sale in accordance with Section 2(b) hereof.

     The Securities will be issued under the Indenture, dated as of September
15, 1990 (the "Indenture"), between the Company and The Chase Manhattan Bank
(National Association), as Trustee (the "Trustee"). The Securities shall have
the maturity ranges, interest rates, if any, redemption provisions and other
terms set forth in the Prospectus referred to below as it may be amended or
supple-


mented from time to time. The Securities will be issued, and the terms and
rights of holders thereof established, from time to time by the Company in
accordance with the Indenture.

     1. The Company represents and warrants to, and agrees with, each Agent
that:

     (a) Two registration statements (File Nos. 33- 69132 and 333-08187),
including a prospectus for use in connection with the Securities pursuant to
Rule 429 under the Securities Act of 1933, as amended (the "Act"), in respect of
$500,000,000 aggregate amount of securities of the Company, including the
Securities, have been filed with the Securities and Exchange Commission (the
"Commission"); such registration statements and any post-effective amendment
thereto, each in the form heretofore delivered or to be delivered to such Agent,
excluding exhibits to such registration statements, but including all documents
incorporated by reference therein have been declared effective by the Commission
in such form; no other document with respect to such registration statements
(other than a document incorporated by reference therein) has heretofore been
filed or transmitted for filing with the Commission; such prospectus included
for use in connection with the Securities pursuant to Rule 429 under the Act and
the rules and regulations thereunder for use of such prospectus in connection
with the Securities; and no stop order suspending the effectiveness of either of
such registration statements has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission (any preliminary prospectus
included in either of such registration statements or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission under the
Act, being hereinafter called a "Preliminary Prospectus"; the various parts of
such registration statements, including all exhibits thereto and the documents
incorporated by reference in the prospectuses contained in such registration
statements at the time such part of such registration statements became
effective but excluding Form T-1, each such part as amended at the time such
part became effective, being hereinafter collectively called the "Registration
Statement"; the prospectus (including the prospectus supplement) relating to the
Securities, in the form in which it has most recently been filed, or transmitted
for filing, with the Commission on or prior to the date of this Agreement being
hereinafter called the "Prospectus"; any reference herein to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Pre-

                                       -2-


liminary Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only the terms of the
particular issue of the Securities (a "Pricing Supplement"), shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus or the Prospectus, as the case may be; any reference to
any amendment to the Registration Statement shall be deemed to include any
report of the Company filed pursuant to the Exchange Act after the effective
date of the Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to and include the Prospectus as amended
or supplemented (including by the applicable Pricing Supplement filed in
accordance with Section 4(a) hereof) in relation to Securities sold pursuant to
this Agreement, in the form in which it is filed with the Commission pursuant to
Rule 424(b) under the Act and in accordance with Section 4(a) hereof, including
any documents incorporated by reference therein as of the date of such filing);

     (b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Agent expressly for use in the
Prospectus as amended or supplemented to relate to a particular issuance of
Securities;


                                       -3-


     (c) The Registration Statement and the Prospectus conform, and any further
amendments or supplements to the Registration Statement or the Prospectus will
conform, in all material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date in the case of the Registration Statement and any
amendment thereto and as of the applicable filing date in the case of the
Prospectus and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by any Agent expressly for use in the Prospectus as
amended or supplemented to relate to a particular issuance of Securities;

     (d) Neither the Company nor any of its subsidiaries has sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given or incorporated by
reference in the Registration Statement and the Prospectus, there has not been
any material change in the capital stock or long-term debt of the Company or any
of its subsidiaries or any material adverse change, or any development involving
a prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries considered as a whole, otherwise than as set
forth or contemplated in the Prospectus;

     (e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and has been
duly qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, except for any jurisdiction where failure to so qualify will not
have a material adverse effect on the

                                       -4-


Company; and each subsidiary of the Company has been duly organized and is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation;

     (f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
non-assessable;

     (g) The Securities have been duly authorized, and, when Securities are
issued and delivered pursuant to this Agreement and any Terms Agreement, such
Securities will have been duly executed, authenticated, issued and delivered and
will constitute valid and legally binding obligations of the Company entitled to
the benefits provided by the Indenture, which will be substantially in the form
incorporated by reference in the Prospectus; the Indenture has been duly
authorized, executed and delivered and duly qualified under the Trust Indenture
Act and constitutes a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles; and the
Indenture conforms, and the Securities of any particular issuance of Securities
will conform, to the descriptions thereof in the Prospectus as amended or
supplemented to relate to such issuance of Securities;

     (h) The issue and sale of the Securities, the compliance by the Company
with all of the provisions of the Securities, the Indenture, this Agreement and
any Terms Agreement, and the consummation of the transactions herein and therein
contemplated will not (i) conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the
Company is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject, except, in all such cases, for
such conflicts, breaches, violations or defaults as would not have a material
adverse effect on the financial condition of the Company and its subsidiaries
taken as a whole, and (ii) result in any violation of the provisions of the
Certificate of Incorporation or the By-Laws of the Company or any statute or any
order, rule or regulation of any such court or governmental agency or body
having jurisdiction over the Company or any of its properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is

                                       -5-


required for the solicitation of offers to purchase Securities, the issue and
sale of the Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, any Terms Agreement or the
Indenture, except such as have been, or will have been prior to the Commencement
Date (as defined in Section 3 hereof), obtained under the Act or the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities, insurance or Blue Sky
laws in connection with the solicitation by such Agent of offers to purchase
Securities from the Company and with purchases of Securities by such Agent as
principal, as the case may be, in each case in the manner contemplated hereby;

     (i) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material adverse
effect on the consolidated financial position, stockholders' equity or results
of operations of the Company and its subsidiaries; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

     (j) Immediately after any sale of Securities by the Company hereunder or
under any Terms Agreement, the aggregate amount of Securities which shall have
been issued and sold by the Company hereunder or under any Terms Agreement and
of any debt securities of the Company (other than such Securities) that shall
have been issued and sold pursuant to the Registration Statement will not exceed
the amount of debt securities registered under the Registration Statement;

     (k) Coopers & Lybrand L.L.P., who have audited certain financial statements
of the Company and its subsidiaries, are independent certified public
accountants as required by the Act and the rules and regulations of the
Commission thereunder; and

     (l) (i) The Company and (ii) its subsidiaries which are engaged in the
insurance business are, in all material respects, in compliance with, and
conduct, in all material respects, their respective businesses in conformity
with, all applicable insurance laws and regulations; and no order preventing or
suspending the use of the Prospectus or

                                       -6-


any Preliminary Prospectus has been issued or threatened by
the Superintendent of the Maine Bureau of Insurance.

     2. (a) On the basis of the representations and warranties, and subject to
the terms and conditions herein set forth, each of the Agents hereby severally
and not jointly agrees, as agent of the Company, to use its reasonable efforts
to solicit and receive offers to purchase the Securities from the Company upon
the terms and conditions set forth in the Prospectus as amended or supplemented
from time to time. So long as the provisions of this Agreement relating to the
solicitation of offers to purchase Securities from the Company shall not have
been terminated pursuant to Section 10 with respect to any Agent, the Company
shall not, without the consent of such Agent, solicit or accept offers to
purchase, or sell, any debt securities with a maturity at the time of original
issuance of nine months to 30 years or more except pursuant to this Agreement or
any Terms Agreement or except pursuant to a private placement not constituting a
public offering under the Act or except in connection with a firm commitment
underwriting pursuant to an underwriting agreement that does not provide for a
continuous offering of medium-term debt securities. However, (i) the Company
reserves the right to sell, and may solicit and accept offers to purchase,
Securities directly on its own behalf, and, in the case of any such sale not
resulting from a solicitation made by any Agent, no commission will be payable
with respect to such sale; and (ii) the Company shall have the right at any time
to request the Agents to execute, prior to the date 15 business days after such
request, an amendment to this Agreement to provide for another person as an
Agent hereunder on substantially the same terms as the Agents hereunder on the
date of such request, and each Agent shall have the right either to execute such
amendment or to terminate the provisions of this Agreement relating to the
solicitation of offers to purchase Securities from the Company pursuant to
Section 10 with respect to such Agent. These provisions shall not limit Section
4(f) hereof or any similar provision included in any Terms Agreement.

     Procedural details relating to the issue and delivery of Securities, the
solicitation of offers to purchase Securities and the payment in each case
therefor shall be as set forth in the Administrative Procedure attached hereto
as Annex II as it may be amended from time to time by written agreement between
the Agents and the Company (the "Administrative Procedure"). The provisions of
the Administrative Procedure shall apply to all transactions contemplated
hereunder other than those made pursuant to a Terms Agreement. Each Agent and
the Company agree to

                                       -7-


perform the respective duties and obligations specifically provided to be
performed by each of them in the Administrative Procedure. The Company will
furnish to the Trustee a copy of the Administrative Procedure as from time to
time in effect.

     The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities. As soon as practicable, but
in any event not later than one business day in New York City, after receipt of
notice from the Company, the Agents will suspend solicitation of offers to
purchase Securities from the Company until such time as the Company has advised
the Agents that such solicitation may be resumed.

     The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the following applicable
percentage of the principal amount of such Security sold:

                                           Commission
                                         (percentage of
                                           aggregate
                                        principal amount
          Range of Maturities          of Securities Sold)
          -------------------          -------------------

From 9 months to less than 1 year ................  .125%
From 1 year to less than 18 months................  .150%
From 18 months to less than 2 years...............  .200%
From 2 years to less than 3 years.................  .250%
From 3 years to less than 4 years.................  .350%
From 4 years to less than 5 years.................  .450%
From 5 years to less than 6 years.................  .500%
From 6 years to less than 7 years.................  .550%
From 7 years to less than 10 years................  .600%
From 10 years to less than 15 years...............  .625%
From 15 years to less than 20 years...............  .675%
20 years to less than 30 years....................  .750%
30 years and more ...........  Determined at time of sale


     (b) Each sale of Securities to any Agent as principal shall be made in
accordance with the terms of this Agreement and (unless the Company and such
Agent shall otherwise agree) a Terms Agreement which will provide for the sale
of such Securities to, and the purchase thereof by, such Agent. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Securities by such Agent. The commitment of any Agent to purchase Secu-

                                       -8-


rities as principal, whether pursuant to any Terms Agreement or otherwise, shall
be deemed to have been made on the basis of the representations and warranties
of the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the principal amount of
Securities to be purchased by any Agent pursuant thereto, the price to be paid
to the Company for such Securities, any provisions relating to rights of, and
default by, underwriters acting together with such Agent in the reoffering of
the Securities and the time and date and place of delivery of and payment for
such Securities. Such Terms Agreement shall also specify any requirements for
opinions of counsel, accountants' letters and officers' certificates pursuant to
Section 4 hereof.

     For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the procedural details relating to the issue and
delivery of such Securities and payment therefor shall be as set forth in the
Administrative Procedure. For each such sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement, the Company agrees to
pay such Agent a commission (or grant an equivalent discount) as provided in
Section 2(a) hereof and in accordance with the schedule set forth therein.

     Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether set forth in a Terms Agreement or in
accordance with the Administrative Procedure, is referred to herein as a "Time
of Delivery".

     (c) Each Agent agrees, with respect to any Security denominated in a
currency other than U.S. dollars, as agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or deliver, such Security
in, or to residents of, the country issuing such currency, except as permitted
by applicable law.

     3. The documents required to be delivered pursuant to Section 6 hereof on
the Commencement Date (as defined below) shall be delivered to the Agents at the
offices of Sullivan & Cromwell, 125 Broad Street, New York, New York, at 11:00
a.m., New York City time, on the date of this Agreement, which date and time of
such delivery may be postponed by agreement between the Agents and the Company
but in no event shall be later than the day prior to the date on which
solicitation of offers to purchase Securities is commenced or on which any Terms
Agreement is executed

                                       -9-


(such time and date being referred to herein as the "Com-
mencement Date").

     4. The Company covenants and agrees with each Agent:

     (a) (i) To make no amendment or supplement to the Registration Statement or
the Prospectus (A) prior to the Commencement Date which shall be disapproved by
any Agent promptly after reasonable notice thereof or (B) except in the case of
any document incorporated by reference in the Prospectus subsequent to the date
of any Terms Agreement or other agreement by an Agent to purchase Securities as
principal and required to be filed under the Exchange Act, after the date of
such Terms Agreement or such other agreement and prior to the related Time of
Delivery which shall be disapproved by any Agent party to such Terms Agreement
or so purchasing as principal promptly after reasonable notice thereof; (ii) to
prepare, with respect to any Securities to be sold through or to such Agent
pursuant to this Agreement, a Pricing Supplement with respect to such Securities
in a form previously approved by such Agent and to file such Pricing Supplement
pursuant to Rule 424(b) under the Act not later than the close of business of
the Commission on the fifth business day (or such other day as Rule 424 shall
require) after the date on which such Pricing Supplement is first used; (iii) to
make no amendment or supplement to the Registration Statement or Prospectus,
other than any Pricing Supplement or a supplement relating solely to an offering
of debt securities other than the Securities or any document filed under the Act
or Exchange Act which is incorporated by reference into the Prospectus, at any
time prior to having afforded each Agent a reasonable opportunity to review and
comment on it; (iv) to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of the Securities, and during such same period to advise such Agent, promptly
after the Company receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus, other than a supplement relating
solely to an offering of debt securities other than the Securities and other
than any Pricing Supplement that relates to Securities not purchased through or
by such Agents, has been filed with, or mailed for filing to, the Commission, of
the issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Securities, of the

                                      -10-


suspension of the qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amendment or supplement of
the Registration Statement or Prospectus or for additional information; and (v)
in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the Securities or
suspending any such qualification, to use promptly its best efforts to obtain
its withdrawal;

     (b) Promptly from time to time to take such action as such Agent reasonably
may request to qualify the Securities for offering and sale under the securities
laws of such United States jurisdictions as such Agent may request and to comply
with such laws so as to permit the continuance of sales and dealings therein for
as long as may be necessary to complete the distribution or sale of the
Securities; provided, however, that in connection therewith the Company shall
not be required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdiction;

     (c) To furnish such Agent with copies of the Registration Statement and
each amendment thereto, with copies of the Prospectus as each time amended or
supplemented, other than any Pricing Supplement (except as provided in the
Administrative Procedure) or a prospectus supplement relating solely to an
offering of debt securities other than the Securities, in the form in which it
is filed with the Commission pursuant to Rule 424 under the Act, and with copies
of the documents incorporated by reference therein, all in such quantities as
such Agent may reasonably request from time to time; and, if the delivery of a
prospectus is required at any time in connection with the offering or sale of
the Securities (including Securities purchased from the Company by such Agent as
principal) and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to notify such Agent and request such
Agent, in its capacity as agent of the Company, to suspend solicitation of
offers to purchase Securities from the Company (and, if so

                                      -11-


notified, such Agent shall cease such solicitations as soon as practicable, but
in any event not later than one business day later); and if the Company shall
decide to amend or supplement the Registration Statement or the Prospectus as
then amended or supplemented, to so advise such Agent promptly by telephone
(with confirmation in writing) and to prepare and cause to be filed promptly
with the Commission an amendment or supplement to the Registration Statement or
the Prospectus as then amended or supplemented that will correct such statement
or omission or effect such compliance; provided, however, that if during such
same period such Agent continues to own Securities purchased from the Company by
such Agent as principal or such Agent is otherwise required to deliver a
prospectus in respect of transactions in the Securities, the Company shall
promptly prepare and file with the Commission such an amendment or supplement;

     (d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after (i) the
effective date of the Registration Statement (as defined in Rule 158(c)), (ii)
the effective date of each post-effective amendment to the Registration
Statement, and (iii) the date of each filing by the Company with the Commission
of an Annual Report on Form 10-K that is incorporated by reference in the
Registration Statement, an earning statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including, at the option of
the Company, Rule 158);

     (e) So long as any Securities are outstanding, to furnish to each Agent
copies of all reports or other communications (financial or other) furnished to
stockholders, and deliver to such Agent (i) as soon as they are available,
copies of any reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which any class of securities
of the Company is listed; and (ii) such additional information concerning the
business and financial condition of the Company as such Agent may from time to
time reasonably request (such financial statements to be on a consolidated basis
to the extent the accounts of the Company and its subsidiaries are consolidated
in reports furnished to its stockholders generally or to the Commission);

     (f) That, from the date of any Terms Agreement with such Agent or other
agreement by such Agent to purchase Securities as principal, if required by such
Terms Agreement or other agreement, and continuing to and including the

                                      -12-


earlier of (i) the termination of the trading restrictions for the Securities
purchased thereunder, as notified to the Company by such Agent and (ii) the
related Time of Delivery, the Company will not, without the prior written
consent of such Agent, offer, sell, contract to sell or otherwise dispose of any
debt securities of the Company which both mature more than 9 months after such
Time of Delivery and are substantially similar to the Securities, other than
debt securities which the Company has previously contracted to sell and with
respect to which the Company has advised such Agent in or in connection with
such Terms Agreement or other agreement or of which such Agent has actual
knowledge thereof;

     (g) That each acceptance by the Company of an offer to purchase Securities
hereunder (including any purchase by such Agent as principal not pursuant to a
Terms Agreement), and each execution and delivery by the Company of a Terms
Agreement with such Agent, shall be deemed to be an affirmation to such Agent
that the representations and warranties of the Company contained in or made
pursuant to this Agreement are true and correct as of the date of such
acceptance or of such Terms Agreement, as the case may be, as though made at and
as of such date, and an undertaking that such representations and warranties
will be true and correct as of the settlement date for the Securities relating
to such acceptance or as of the Time of Delivery relating to such sale, as the
case may be, as though made at and as of such date (except that such
representations and warranties shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented relating to such
Securities);

     (h) That on April 15 (or if such day is not a business day, the next
succeeding business day) of every year this Agreement is in effect, beginning on
April 15, 1997, or as otherwise reasonably requested by the Agents, and each
time the Company sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of an opinion or
opinions by Sullivan & Cromwell, counsel to the Agents, as a condition to the
purchase of Securities pursuant to such Terms Agreement, the Company shall
furnish to such counsel such papers and information as they may reasonably
request to enable them to furnish to such Agent the opinion or opinions referred
to in Section 6(b) hereof;

     (i) That each time the Registration Statement or the Prospectus shall be
amended or supplemented (other than by a Pricing Supplement or a supplement
relating solely to an offering of debt securities other than the Securities),

                                      -13-


each time a document filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus (other than a current report on Form 8-K unless
reasonably requested by the Agents) and each time the Company sells Securities
to such Agent as principal pursuant to a Terms Agreement and such Terms
Agreement specifies the delivery of an opinion under this Section 4(i) as a
condition to the purchase of Securities pursuant to such Terms Agreement, the
Company shall furnish or cause to be furnished forthwith to such Agent written
opinions of Kevin J. Tierney, Senior Vice President, Secretary and General
Counsel of the Company, or other counsel for the Company satisfactory to such
Agent, dated the date of such amendment, supplement or incorporation or the Time
of Delivery relating to such sale, as the case may be, in form satisfactory to
such Agent, to the effect that such Agent may rely on such opinion of such
counsel referred to in Section 6(c) hereof which were last furnished to such
Agent to the same extent as though it were dated the date of such letter
authorizing reliance (except that the statements in such last opinions shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinions, opinions of the same
tenor as the opinions of such counsel referred to in Section 6(c) hereof but
modified to relate to the Registration Statement and the Prospectus as amended
and supplemented to such date;

     (j) That on April 15 (or if such day is not a business day, the next
succeeding business day) of every year this Agreement is in effect, beginning on
April 15, 1997, or as otherwise reasonably requested by the Agents, and each
time the Company sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of an opinion under
this Section 4(j) as a condition to the purchase of Securities pursuant to such
Terms Agreement, the Company shall furnish or cause to be furnished forthwith to
such Agent written opinions of Skadden, Arps, Slate, Meagher & Flom, special
counsel for the Company, or other counsel for the Company satisfactory to such
Agent, in form satisfactory to such Agent, to the effect that such Agent may
rely on such opinion of such counsel referred to in Section 6(d) hereof which
were last furnished to such Agent to the same extent as though it were dated the
date of such letter authorizing reliance (except that the statements in such
last opinions shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date) or, in lieu of such
opinions, opinions of the same tenor as the opinions of such counsel referred to
in Section 6(d) hereof but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date;

                                      -14-


     (k) That each time the Registration Statement or the Prospectus shall be
amended or supplemented (other than a supplement relating solely to an offering
of debt securities other than the Securities) and each time that a document
filed under the Act or the Exchange Act is incorporated by reference into the
Prospectus (other than a Current Report on Form 8-K unless reasonably requested
by the Agents), in either case to set forth financial information included in or
derived from the Company's consolidated financial statements or accounting
records, and each time the Company sells Securities to such Agent as principal
pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of
a letter under this Section 4(k) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall cause the independent
certified public accountants who have audited the financial statements of the
Company and its subsidiaries included or incorporated by reference in the
Registration Statement to furnish such Agent a letter, dated the date of such
amendment, supplement or incorporation or the Time of Delivery relating to such
sale, as the case may be, in form satisfactory to such Agent, of the same tenor
as the letter referred to in Section 6(e) hereof but modified to relate to the
Registration Statement and the Prospectus as amended or supplemented to the date
of such letter, with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting records
of the Company, to the extent such financial statements and other information
are available as of a date not more than five business days prior to the date of
such letter; provided, however, that, with respect to any financial information
or other matter, such letter may reconfirm as true and correct at such date as
though made at and as of such date, rather than repeat, statements with respect
to such financial information or other matter made in the letter referred to in
Section 6(e) hereof which was last furnished to such Agent; and

     (l) That each time the Registration Statement or the Prospectus shall be
amended or supplemented (other than by a Pricing Supplement or a prospectus
supplement relating solely to an offering of debt securities other than the
Securities), each time a document filed under the Act or the Exchange Act is
incorporated by reference into the Prospectus (other than a Current Report on
Form 8-K unless reasonably requested by the Agents), and each time the Company
sells Securities to such Agent as principal and the applicable Terms Agreement
specifies the delivery of a certificate under this Section 4(l) as a condition
to the purchase of Securities pursuant to such Terms Agreement, the Company
shall furnish or cause to be furnished forthwith to

                                      -15-


such Agent a certificate, dated the date of such supplement, amendment,
incorporation or the Time of Delivery relating to such sale, as the case may be,
in such form and executed by such officers of the Company as shall be
satisfactory to such Agent, to the effect that the statements contained in the
certificates referred to in Section 6(h) hereof which were last furnished to
such Agent are true and correct at such date as though made at and as of such
date (except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date) or, in
lieu of such certificate, certificates of the same tenor as the certificates
referred to in said Section 6(h) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to such date.

     5. The Company covenants and agrees with each Agent that the Company will
pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Company's counsel and accountants in connection with the registration of
the Securities under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any Preliminary
Prospectus, the Prospectus and any Pricing Supplements and all other amendments
and supplements thereto and the mailing and delivering of copies thereof to the
Agents; (ii) the reasonable fees and expenses of counsel for the Agents in
connection with the establishment of the program contemplated hereby, any
opinions to be rendered by such counsel hereunder and the transactions
contemplated hereunder; (iii) the cost of printing, preparing by word processor
or reproducing this Agreement, any Terms Agreement, the Indenture, any Blue Sky
and Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iv) all expenses in
connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 4(b) hereof, including reasonable
fees and disbursements of counsel for the Agents in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(v) any fees charged by securities rating services for rating the Securities;
(vi) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii)
the cost of preparing, and providing any CUSIP or other identification number
for, the Securities; (viii) the fees and expenses of the Trustee and any agent
of the Trustee and any transfer or paying agent of the Company and the fees and
disbursements of counsel for any Trustee or such agent in connection with any
Indenture and the Securities; (ix) the fees and expenses

                                      -16-


of any Depositary (as defined in the Indenture) and any nominees thereof in
connection with the Securities; (x) any reasonable advertising expenses
connected with the solicitation of offers to purchase and the sale of Securities
so long as such advertising expenses have been approved in advance by the
Company (any advertising expense approved by the Company in advance shall be
deemed to be reasonable); and (xi) all other reasonable costs and expenses
incident to the performance of the Company's obligations hereunder which are not
otherwise specifically provided for in this Section. Except as provided in
Sections 7 and 8 hereof, each Agent shall pay all other expenses it incurs.

     6. The obligation of any Agent, as agent of the Company, at any time
("Solicitation Time") to solicit offers to purchase the Securities, the
obligation of any Agent to purchase Securities as principal, pursuant to any
Terms Agreement or otherwise, and the obligation of any purchaser of Securities
as a result of an offer to purchase solicited by any Agent, shall be subject, in
the discretion of such Agent or purchaser, as the case may be, to the condition
that all representations and warranties and other statements of the Company
herein (and, in the case of an obligation of the Agents under a Terms Agreement,
in or incorporated in such Terms Agreement by reference) are true and correct at
and as of the Commencement Date and any applicable date referred to in Section
4(l) hereof, as the case may be, and at and as of such Solicitation Time,
settlement date or Time of Delivery, as the case may be, the condition that
prior to such Solicitation Time, settlement date or Time of Delivery, as the
case may be, the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

     (a) (i) With respect to any Securities sold at or prior to such
Solicitation Time, settlement date or Time of Delivery, as the case may be, the
Prospectus as amended or supplemented (including the Pricing Supplement) with
respect to such Securities shall have been filed with the Commission pursuant to
Rule 424(b) under the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; (iii) all
requests for additional information on the part of the Commission shall have
been complied with to the reasonable satisfaction of such Agent; and (iv) after
the date of any Terms Agreement or other agreement by an Agent to purchase
Securities as principal and prior to the

                                      -17-


related Time of Delivery no document shall have been incorporated by reference
into the Prospectus which shall be disapproved by such Agent promptly after
reasonable notice thereof;

     (b) Sullivan & Cromwell, counsel to the Agents, shall have furnished to
such Agent (i) such opinion or opinions, dated the Commencement Date, with
respect to the incorporation of the Company, the validity of the Indenture, the
Securities, the Registration Statement, the Prospectus as amended or
supplemented and other related matters as such Agent may reasonably request, and
(ii) if and to the extent requested by such Agent, with respect to each
applicable date referred to in Section 4(h) hereof that is on or prior to such
Solicitation Time or Time of Delivery, as the case may be, an opinion or
opinions, dated such applicable date, to the effect that such Agent may rely on
the opinion or opinions which were last furnished to such Agent pursuant to this
Section 6(b) to the same extent as though it or they were dated the date of such
letter authorizing reliance (except that the statements in such last opinion or
opinions shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date) or, in any case, in lieu of
such an opinion or opinions, an opinion or opinions of the same tenor as the
opinion or opinions referred to in clause (i) but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date; and in each case such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters;

     (c) Kevin J. Tierney, Senior Vice President, Secretary and General Counsel
of the Company, or other counsel for the Company satisfactory to such Agent,
shall have furnished to such Agent his written opinions, dated the Commencement
Date and each applicable date referred to in Section 4(i) hereof that is on or
prior to such Solicitation Time or Time of Delivery, as the case may be, in form
and substance satisfactory to such Agent, to the effect that:

          (i) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the jurisdiction of its
     incorporation, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Prospectus as
     amended or supplemented;

          (ii) The Company has an authorized capitalization as set forth in the
     Prospectus as amended or supplemented and all of the issued

                                      -18-


     shares of capital stock of the Company have been duly and validly
     authorized and issued and are fully paid and non-assessable;

          (iii) The Company is qualified to do business, and is in good
     standing, as a foreign corporation under the laws of each jurisdiction in
     which the business conducted by it requires such qualification or, if not
     so qualified and in good standing in any such jurisdiction, such failure to
     be so qualified and in good standing, as of the date of this opinion, will
     not result in liabilities material to the business of the Company;

          (iv) Each subsidiary of the Company has been duly organized, and is
     subsisting and in good standing as a corporation under the laws of its
     jurisdiction of incorporation, and all of the issued shares of capital
     stock of each such subsidiary have been duly and validly authorized and
     issued, are fully paid and non-assessable, and, to the best knowledge of
     such counsel, are owned directly or indirectly by the Company, free and
     clear of all liens, encumbrances, equities or claims;

          (v) To the best of such counsel's knowledge and other than as set
     forth in the Prospectus, there are no legal or governmental proceedings
     pending to which the Company or any of its subsidiaries is a party or of
     which any property of the Company or any of its subsidiaries is the subject
     which, if determined adversely to the Company or any of its subsidiaries,
     would individually or in the aggregate have a material adverse effect on
     the consolidated financial position, stockholders' equity or results of
     operations of the Company and its subsidiaries; and, to the best of such
     counsel's knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others;

          (vi) This Agreement and any applicable Terms Agreement have been duly
     authorized, executed and delivered by the Company;

          (vii) The Securities have been duly authorized and, when duly
     executed, authenticated, issued and delivered by the Company, will
     constitute valid and legally binding obligations of the Company entitled to
     the benefits provided by the

                                      -19-


     Indenture, except to the extent that the enforcement thereof may be limited
     by (1) bankruptcy, insolvency, reorganization, moratorium or other similar
     laws now or hereafter in effect relating to creditors' rights generally and
     (2) general principles of equity (regardless of whether enforcement is
     considered in a proceeding at law or equity) and except further as
     enforcement thereof may be limited by (x) requirements that a claim with
     respect to any Securities denominated other than in United States dollars
     (or a foreign currency of foreign currency unit judgement in respect of
     such claim) be converted into United States dollars at a rate of exchange
     prevailing on a date determined pursuant to applicable law or
     (y) governmental authority to limit, delay or prohibit the making of
     payments in foreign currency or currency units or payments outside the
     United States and the Indenture conforms and the Securities will conform
     to the descriptions thereof in the Prospectus as amended or supplemented;

          (viii) The Indenture has been duly authorized, executed and delivered
     by the parties thereto and constitutes a valid and legally binding
     instrument, enforceable in accordance with its terms, except to the extent
     that the enforcement thereof may be limited by (1) bankruptcy, insolvency,
     reorganization, moratorium or other similar laws now or thereafter in
     effect relating to creditors' rights generally and (2) general principles
     of equity (regardless of whether enforcement is considered in a proceeding
     at law or equity) and except further as enforcement thereof may be
     limited by (x) requirements that a claim with respect to any Securities
     denominated other than in United States dollars (or a foreign currency
     or foreign currency unit judgement in respect of such claim) be converted
     into United States dollars at a rate of exchange prevailing on a date
     determined pursuant to applicable law or (y) governmental authority to
     limit, delay or prohibit the making of payments in foreign curency or
     currency units or payments outside the United States and the Indenture
     has been duly qualified under the Trust Indenture Act;

          (ix) The issue and sale of the Securities, the compliance by the
     Company with all of the provisions of the Securities, the Indenture, this
     Agreement and any applicable Terms Agreement and the consummation of the
     transactions herein and therein contemplated will not conflict with or
     result in a breach or violation of any of the terms or provisions of, or
     constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument known to such counsel to which
     the Company is a party or by which the Company is bound or to which any of
     the property or assets of the Company is subject, nor will such actions
     result in any violation of the provisions of the Certificate of
     Incorporation or By-Laws of the Company or any statute or any order, rule
     or regulation known to such counsel of any court or governmental agency or
     body having jurisdiction over the Company or any of its properties;

          (x) No consent, approval, authorization, order, registration or
     qualification of or with any court or governmental agency or body is
     required for the solicitation of offers to pur-

                                      -20-


     chase Securities, the issue and sale of the Securities or the consummation
     by the Company of the other transactions contemplated by this Agreement,
     any applicable Terms Agreement or the Indenture, except such as have been
     obtained under the Act and the Trust Indenture Act and such consents,
     approvals, authorizations, registrations or qualifications as may be
     required under state securities, insurance or Blue Sky laws in connection
     with the solicitation by the Agents of offers to purchase Securities from
     the Company and with purchases of Securities by an Agent as principal, as
     the case may be, in each case in the manner contemplated hereby;

          (xi) The documents incorporated by reference in the Prospectus as
     amended or supplemented (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion), when
     they became effective or were filed with the Commission, as the case may
     be, complied as to form in all material respects with the requirements of
     the Act or the Exchange Act, as applicable, and the rules and regulations
     of the Commission thereunder; and he has no reason to believe that any of
     such documents, when they became effective or were so filed, as the case
     may be, contained, in the case of a registration statement which became
     effective under the Act, an untrue statement of a material fact or omitted
     to state a material fact required to be stated therein or necessary to make
     the statements therein not misleading, or, in the case of other documents
     which were filed under the Act or the Exchange Act with the Commission, an
     untrue statement of a material fact or omitted to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made when such documents were so filed,
     not misleading; and

          (xii) The Registration Statement and the Prospectus as amended and
     supplemented and any further amendments and supplements thereto made by the
     Company prior to the date of such opinion (other than the financial
     statements and related schedules therein, as to which such counsel need
     express no opinion) comply as to form in all material respects with the
     requirements of the Act and the Trust Indenture Act and the rules and
     regulations thereunder.

                                      -21-


     In addition, such counsel shall state that he has no reason to believe
that, as of its effective date, the Registration Statement or any further
amendment thereto made by the Company prior to the date of such opinion (other
than the financial statements and related schedules therein, as to which such
counsel need express no opinion) contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that, as of its date,
the Prospectus as amended or supplemented or any further amendment or supplement
thereto made by the Company prior to the date of such opinion (other than the
financial statements and related schedules therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
that, as of the date of such opinion, either the Registration Statement or the
Prospectus as amended or supplemented or any amendment or supplement thereto
made by the Company prior to the date of such opinion (other than the financial
statements and related schedules therein, as to which such counsel need express
no opinion) contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading; and he shall state that he does not know of any amendment to the
Registration Statement required to be filed or any contracts or other documents
of a character required to be filed as an exhibit to the Registration Statement
or required to be incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration Statement or the
Prospectus as amended or supplemented which are not filed or incorporated by
reference or described as required;

     (d) Skadden, Arps, Slate, Meagher & Flom, special counsel for the Company,
or other counsel satisfactory to such Agent shall have furnished to such Agent
their written opinions, dated the Commencement Date and each applicable date
referred to in Section 4(j) hereof that is on or prior to such Solicitation Time
or Time of Delivery, as the case may be, in form and substance satisfactory to
such Agent, to the effect that:

     (i) The Indenture has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement, enforceable against the Company in
accordance with its terms, except to the extent that enforcement thereof may be
limited by (1) bankruptcy,

                                      -22-


insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), (3)
requirements that a claim with respect to any Securities denominated other than
in United States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law and
(4) governmental authority to limit, delay or prohibit the making of payments in
foreign currencies or composite currencies or currency units; and

     (ii) The Securities, when executed and authenticated in accordance with the
terms of the Indenture, when the terms of the Securities have been fixed by any
member of the pricing committee in conformity with the Indenture, the board of
directors resolutions and the pricing committee resolutions, and when such
Securities have been issued, sold and delivered by the Company pursuant to this
Agreement against payment of the consideration set forth in this Agreement, will
be valid and binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (1) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws now
or hereafter in effect relating to or affecting creditors' rights generally, (2)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), (3) requirements that a claim with respect
to any Securities denominated other than in United States dollars (or a judgment
denominated in other than United States dollars in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law and (4) governmental authority to limit,
delay or prohibit the making of payments in foreign currencies or composite
currencies or currency units;

     (e) (i) Not later than 10:00 a.m., New York City time, on the Commencement
Date and on each applicable date referred to in Section 4(k) hereof that is on
or prior to such Solicitation Time or Time of Delivery, as the case may be, the
independent certified public accountants who have audited the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished to such Agent a
letter, dated the Commencement Date or such applicable date,

                                      -23-


as the case may be, in form and substance satisfactory to
such Agent, to the effect set forth in Annex III hereto;

     (f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or supplemented any loss
or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented and (ii) since the
respective dates as of which information is given or incorporated by reference
in the Prospectus as amended or supplemented there shall not have been any
change in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented, the effect of which, in any such case described in
clause (i) or (ii), is in the judgment of such Agent so material and adverse as
to make it impracticable or inadvisable to proceed with the solicitation by such
Agent of offers to purchase Securities from the Company or the purchase by such
Agent of Securities from the Company as principal, as the case may be, on the
terms and in the manner contemplated in the Prospectus as amended or
supplemented;

     (g) There shall not have occurred any of the following: (i) a suspension or
material limitation in trading in securities generally on the New York Stock
Exchange; (ii) a general moratorium on commercial banking activities in New York
declared by either Federal or New York State authorities; (iii) the outbreak or
material escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in this clause (iii) in the judgment of such Agent
makes it impracticable or inadvisable to proceed with the solicitation of offers
to purchase Securities or the purchase of Securities from the Company as
principal, pursuant to the applicable Terms Agreement or otherwise, as the case
may be, on the terms and in the manner contemplated in the Prospectus as amended
or supplemented; (iv) any downgrading in the rating accorded the Company's debt
securities by any "nationally recognized statistical rating organization", as
that term is defined by the Commission for purposes of Rule 436(g)(2) under the
Act; or (v) any such "nationally recognized sta-

                                      -24-


tistical rating organization" shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
of the Company's debt securities; and

     (h) The Company shall have furnished or caused to be furnished to such
Agent certificates of officers of the Company dated the Commencement Date and
each applicable date referred to in Section 4(l) hereof that is on or prior to
such Solicitation Time or Time of Delivery, as the case may be, in such form and
executed by such officers of the Company as shall be satisfactory to such Agent,
as to the accuracy of the representations and warranties of the Company herein
at and as of the Commencement Date or such applicable date, as the case may be,
as to the performance by the Company of all of its obligations hereunder to be
performed at or prior to the Commencement Date or such applicable date, as the
case may be, as to the matters set forth in subsections (a) and (f) of this
Section 6, and as to such other matters as such Agent may reasonably request.

     7. (a) The Company will indemnify and hold harmless each Agent against any
losses, claims, damages or liabilities, joint or several, to which such Agent
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, the Prospectus as amended or supplemented or any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such Agent for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein; and provided further, that the Company shall not be
liable to such Agent under the indemnity agreement in this subsection (a) with
respect to any

                                 -25-


Preliminary Prospectus to the extent that any such loss, claim, damage or
liability of such Agent results from the fact such Agent sold Securities to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference) in any case where such delivery
is required by the Act if the Company has previously furnished copies thereof to
such Agent and the loss, claim, damage or liability of such Agent results from
an untrue statement or omission of a material fact contained in the Preliminary
Prospectus which was corrected in the Prospectus (or the Prospectus as amended
or supplemented).

     (b) Each Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any

                                      -26-


such action shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

     (d) If the indemnification provided for in this Section 7 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and each Agent on the other from the offering of
the Securities to which such loss, claim, damage or liability (or action in
respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and each Agent on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and each Agent on the
other shall be deemed to be in the same proportion as the total net proceeds
from the sale of such Securities (before deducting expenses) received by the
Company bear to the total commissions or discounts received by such Agent in
respect thereof. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to

                                      -27-


information supplied by the Company on the one hand or by any Agent on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Agent agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by per capita allocation (even
if all Agents were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), an Agent shall
not be required to contribute any amount in excess of the amount by which the
total public offering price at which the Securities purchased by or through it
were sold exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of each of the Agents under this subsection (d) to contribute are
several in proportion to their respective purchases made by or through it to
which such loss, claim, damage or liability (or action in respect thereof)
relates and are not joint.

     (e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Agent within the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability which such Agent may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.

     8. Each Agent, in soliciting offers to purchase Securities from the Company
and in performing the other obligations of such Agent hereunder (other than in
respect of any purchase by an Agent as principal, pursuant to a Terms Agreement
or otherwise) is acting solely as agent for the Company and not as principal.
Each Agent will make reasonable efforts to assist the Company in obtaining

                                      -28-


performance by each purchaser whose offer to purchase Securities from the
Company was solicited by such Agent and has been accepted by the Company, but
such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and (ii)
notwithstanding such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such sale.

     9. The respective indemnities, agreements, representations, warranties and
other statements by any Agent and the Company set forth in or made pursuant to
this Agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the Company, or any
officer or director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.

     10. The provisions of this Agreement relating to the solicitation of offers
to purchase Securities from the Company may be suspended or terminated at any
time by the Company as to any Agent or by any Agent as to such Agent upon the
giving of written notice of such suspension or termination to such Agent or the
Company, as the case may be. In the event of any such termination or suspension,
no party will have any liability, duty or obligation to any other party hereto,
except that (x) this Agreement shall remain in full force and effect with
respect to any Agent as to which such suspension or termination has not
occurred, (y) this Agreement shall remain in full force and effect with respect
to the rights and obligations of any party which have previously accrued or
which relate to Securities which are already issued, agreed to be issued or the
subject of a pending offer at the time of such suspension or termination and (z)
in any event, this Agreement shall remain in full force and effect insofar as
the fourth paragraph of Section 2(a), Section 4(d), Section 4(e), Section 5,
Section 7, Section 8 and Section 9 hereof are concerned.

     11. Except as otherwise specifically provided herein or in the
Administrative Procedure, all statements, requests, notices and advices
hereunder shall be in writing, or by telephone if promptly confirmed in writing,
and if to Goldman, Sachs & Co. shall be sufficient in all respects when
delivered or sent by facsimile transmission or regis-


                                      -29-


tered mail to 85 Broad Street, New York, New York 10004, Facsimile Transmission
No. (212) 902-4103, Attention: Registration Department; if to Morgan Stanley &
Co., Incorporated shall be sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to 1585 Broadway, 2nd Floor,
New York, NY 10036, Facsimile Transmission No. (212) 761-0780, Attention:
Manager-Continuously Offered Products, telephone No. (212) 761-2000, with a
copy to 1585 Broadway, 34th Floor, New York, NY 10036, Attention:
Peter Cooper, Investment Banking Information Center. Facsimile transmission
no. 212 761-0260, telephone no. 212 761-8385; and if to the Company shall be
sufficient in all respects when delivered or sent by facsimile transmission
or registered mail to it at its address set forth in the Prospectus.

     12. This Agreement and any Terms Agreement shall be binding upon, and inure
solely to the benefit of, each Agent and the Company, and to the extent provided
in Section 7, Section 8 and Section 9 hereof, the officers and directors of the
Company and any person who controls any Agent or the Company, and their
respective personal representatives, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement or any
Terms Agreement. No purchaser of any of the Securities through or from any Agent
hereunder shall be deemed a successor or assign by reason of such purchase.

     13. Time shall be of the essence in this Agreement and any Terms Agreement.
As used herein, the term "business day" shall mean any day when the office of
the Commission in Washington, D.C. is open for business.

     14. This Agreement and any Terms Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York.

     15. This Agreement and any Terms Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all of such respective counterparts
shall together constitute one and the same instrument.

     16. This Agreement may be amended or supplemented if, but only if, such
amendment or supplement is in writing and is signed by the Company and each
Agent; provided that the Company may from time to time, on 15 days prior written
notice to the Agents but without the consent of any Agent, amend this Agreement
to add as a party hereto one or more additional firms registered under the
Exchange Act, whereupon each such firm shall become an Agent hereunder on
substantially the same terms and conditions as the other

                                      -30-


Agents that are parties hereto. Each Agent shall sign any amendment or
supplement giving effect to the addition of any such firm as an Agent under this
Agreement or shall terminate the provisions of this Agreement relating to the
solicitation of offers to purchase Securities from the Company pursuant to
Section 10 with respect to such Agent.

                                      -31-


     If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, whereupon this letter and the acceptance
by each of you thereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.

                                    Very truly yours,

                                    UNUM CORPORATION


                                    By:  /s/ ROBERT E. BROATCH
                                         ---------------------
                                      Name:  Robert E. Broatch
                                      Title: Senior Vice President


Accepted in New York, New York, 
as of the date hereof:


/S/GOLDMAN, SACHS & CO.
- -----------------------------
       (Goldman, Sachs & Co.)


MORGAN STANLEY & CO. INCORPORATED


By: /S/MICHAEL ROLLINGS
    -----------------------
    Name:  Michael Rollings
    Title: Vice President

                                      -32-


                                                                         ANNEX I


                               UNUM CORPORATION

                          Medium-Term Notes, Series C

                                Terms Agreement

                                                               ___________, 199_

[Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004]

[Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020]

Dear Sirs:

     UNUM Corporation (the "Company") proposes, subject to the terms and
conditions stated herein and in the Distribution Agreement, dated August 15,
1996 (the "Distribution Agreement"), between the Company on the one hand and
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (the "Agents"), on
the other, to issue and sell to [Goldman, Sachs & Co.] [Morgan Stanley & Co.
Incorporated] the securities specified in the Schedule hereto (the "Purchased
Securities"). Each of the provisions of the Distribution Agreement not
specifically related to the solicitation by the Agents, as agents of the
Company, of offers to purchase Securities is incorporated herein by reference in
its entirety, and shall be deemed to be part of this Terms Agreement to the same
extent as if such provision had been set forth in full herein. Nothing contained
herein or in the Distribution Agreement shall make any party hereto an agent of
the Company or make such party subject to the provisions therein relating to the
solicitation of offers to purchase securities from the Company, solely by virtue
of its execution of this Terms Agreement. Each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Terms Agreement, except that each representation and warranty in
Section 1 of the Distribution Agreement which makes reference to the Prospectus
shall be deemed to be a representation and warranty as of the date of the
Distribution Agreement in relation to the Prospectus (as therein defined), and
also a representation and warranty as of the date of this Terms Agreement in
relation to the Prospectus as amended and supplemented to relate to the
Purchased Securities.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the


Purchased Securities, in the form heretofore delivered to you is now proposed to
be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to [Goldman, Sachs & Co.] [Morgan Stanley & Co. Incorporated] and
[Goldman, Sachs & Co.] [Morgan Stanley & Co. Incorporated] agree[s] to purchase
from the Company the Purchased Securities, at the time and place, in the
principal amount and at the purchase price set forth in the Schedule hereto.

     The Company agrees that from the date of this Terms Agreement by [Goldman,
Sachs & Co.] [Morgan Stanley & Co. Incorporated] to purchase Securities as
principal and continuing to and including the earlier of (i) the termination of
the trading restrictions for the Securities purchased hereunder, as notified to
the Company by such Agent[s] and (ii) the related Time of Delivery, the Company
will not, without the prior written consent of such Agent[s], offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
which both mature more than 9 months after such Time of Delivery and are
substantially similar to the Securities [other than debt securities which the
Company has previously contracted to sell pursuant to the following contracts:
[list contracts]].

     Defined terms used herein and not defined herein shall have the meaning
given such terms in the Distribution Agreement.

     If the foregoing is in accordance with your understanding, please sign and
return to us three (3) counterparts hereof, and upon acceptance hereof by you
this letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.

                                                UNUM CORPORATION

                                               By:___________________


Accepted:

[____________________________]
   (Goldman, Sachs & Co.)


[MORGAN STANLEY & CO. INCORPORATED


By:___________________________]


                                       -2-


                                                             Schedule to Annex I


Title of Purchased Securities:

      [[     %] Medium-Term Notes, Series C]

Aggregate Principal Amount:

      [$                or units of other Specified Currency]

[Price to Public:]



Purchase Price by [Goldman, Sachs & Co.] [Morgan Stanley & Co.
Incorporated]

            % of the principal amount of the Purchased
      Securities[, plus accrued interest from         to       ]
      [and accrued amortization, if any, from       to       ]

Method of and Specified Funds for Payment of Purchase Price:

      [By certified or official bank check or checks, payable to the order of
      the Company, in [[New York] Clearing House] [immediately available] funds]

      [By wire transfer to a bank account specified by the Company
      in [next day] [immediately available] funds]]


Indenture:

      Indenture, dated as of September 15, 1990, between the
      Company and The Chase Manhattan Bank (National Association),
      as Trustee


Time of Delivery:


Closing Location:


Maturity:




                                       -3-


Interest Rate [and Formula]:

      [      %]

Interest Payment Dates:

      [months and dates]

Documents to be Delivered:

      The following documents referred to in the Distribution Agreement shall be
      delivered as a condition to the Closing:

            [(l)  The opinion or opinions of counsel to the Agents
                  referred to in Section 4(h).]

            [(2)  The opinions of counsel to the Company referred to
                  in Sections 4(i) and 4(j).]

            [(4)  The accountants' letter referred to in
                  Section 4(k).]

            [(5)  The officers' certificate referred to in
                  Section 4(1).]

Other Provisions:




                                       -4-


                                                                        ANNEX II


                                UNUM Corporation

                            Administrative Procedure

     This Administrative Procedure relates to the Securities defined in the
Distribution Agreement, dated August 15, 1996 (the "Distribution Agreement"),
between UNUM Corporation (the "Company") and Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated (together, the "Agents"), to which this
Administrative Procedure is attached as Annex II. Defined terms used herein and
not defined herein shall have the meanings given such terms in the Distribution
Agreement, the Prospectus as amended or supplemented or the Indenture.

     The procedures to be followed with respect to the settlement of sales of
Securities directly by the Company to purchasers solicited by an Agent, as
agent, are set forth below. Part I describes procedures of general applicability
with respect to such Securities. Part II below describes procedures specifically
and exclusively applicable (any procedure in Part I below to the contrary
notwithstanding) to such Securities which are either Global Certificates or
Book-Entry Securities (each as defined below). The terms and settlement details
related to a purchase of Securities by an Agent, as principal, from the Company
will be set forth in a Terms Agreement pursuant to the Distribution Agreement,
unless the Company and such Agent otherwise agree as provided in Section 2(b) of
the Distribution Agreement, in which case the procedures to be followed in
respect of the settlement of such sale will be as set forth below. An Agent, in
relation to a purchase of a Security by a purchaser solicited by such Agent, is
referred to herein as the "Selling Agent" and, in relation to a purchase of a
Security by such Agent as principal other than pursuant to a Terms Agreement, as
the "Purchasing Agent".

     The Company will advise each Agent in writing of those persons with whom
such Agent is to communicate regarding offers to purchase Securities and the
related settlement details.

     Unless otherwise specified in the applicable Pricing Supplement, each
Security will be issued only in fully registered form and will be initially
represented by either a permanent global certificate (a "Global Certificate")
delivered to the Trustee, as agent for The Depository Trust Company (the
"Depository") or a certificate (a "Definitive Certificate") delivered to a
person designated by an Agent. Each security which is represented by a Global
Certificate is referred to herein as a


"Book-Entry Security" (it being understood that only such Global Certificate --
and not any such Book-Entry Security represented thereby -- constitutes a
"Security" under the Indenture).

     Pursuant to Sections 301 and 1002 of the Indenture, the Company has
appointed The Chase Manhattan Bank, successor by merger to The Chase Manhattan
Bank (National Association) as Paying Agent (the "Paying Agent") and as
Calculation Agent (the "Calculation Agent") for the Securities. In addition, the
Company has appointed The Chase Manhattan Bank, successor by merger to The Chase
Manhattan Bank (National Association) as its agent (the "Issuing Agent") in
connection with certain procedures to be followed with respect to the settlement
of sales of Securities, as set forth herein.

     PART I:  PROCEDURES OF APPLICABILITY TO
              BOTH CERTIFICATED SECURITIES
              AND BOOK-ENTRY SECURITIES

Posting Rates by the Company:

     The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Securities that may be
sold as a result of the solicitation of offers by an Agent. The Company may
establish a fixed set of interest rates and maturities for an offering period
("posting"). If the Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.

Acceptance of Offers by the Company:

     Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Securities, other than
those rejected by such Agent. Each Agent may, in its discretion reasonably
exercised, reject any offer received by it in whole or in part. Each Agent also
may make offers to the Company to purchase Securities as a Purchasing Agent. The
Company will have the sole right to accept offers to purchase Securities and may
reject any such offer in whole or in part.

     The Company will promptly notify the Selling Agent or Purchasing Agent, as
the case may be, of its acceptance or rejection of an offer to purchase
Securities. If the Company accepts an offer to purchase Securities, it will
confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as
the case may be, and the Trustee.


                                      II-2


Communication of Sale Information
to the Company by Selling Agent:

     After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate the following details of
the terms of such offer (the "Sale Information") to the Company by telephone
(confirmed in writing) or by facsimile transmission or other acceptable written
means:

     (1)  Principal amount of Securities to be purchased;

     (2)  Identification as a Fixed Rate Security, Floating Rate Security or
          Zero Coupon Security;

     (3)  If a Fixed Rate Security, the interest rate and the initial interest
          payment date;

     (4)  Maturity Date;

     (5)  Specified Currency and, if the Specified Currency is other than U.S.
          dollars, the applicable Exchange Rate for such Specified Currency and
          the Exchange Rate Agent;

     (6)  Issue Price;

     (7)  Selling Agent's commission or Purchasing Agent's discount, as the case
          may be;

     (8)  Net proceeds to the Company;

     (9)  Settlement Date;

    (10)  If a Security is redeemable by the Company, such of the following as
          are applicable:

           (i) Redemption Commencement Date,

          (ii) Redemption Prices (% of par) and Redemption Periods,

         (iii) The Repayment Date and the Repayment Price, and

          (iv) Amount (% of par) that the Redemption Price shall decline (but
               not below par) on each anniversary of the Redemption Commencement
               Date;


                                      II-3


          (v) The Make-Whole Premium;

     (11) If a Security is to be repaid at the option of the Holder, the date on
          or after which the Security is to be repaid, and additional
          provisions, if any;

     (12) If a Floating Rate Security, such of the following as are applicable:

            (i) Interest Rate Basis,

           (ii) Index Maturity,

          (iii) Spread or Spread Multiplier,

           (iv) Maximum Interest Rate,

            (v) Minimum Interest Rate,

           (vi) Initial Interest Rate,

          (vii) Interest Rate Reset Dates,

         (viii) Calculation Dates,

           (ix) Interest Determination Dates,

            (x) Interest Payment Dates,

           (xi) Regular Record Dates, and

          (xii) Calculation Agent;

     (13) If an Amortizing Security, the amortization provisions, formula and
          the amortization schedule;

     (14) If the amount of principal payable on a Security will be determined by
          reference to an index or formula, a full description of such index or
          formula;

     (15) If an OID Note, the total amount of OID, the Yield to Maturity and the
          initial accrual period of OID;

     (16) Name, address and taxpayer identification number of the registered
          owner;

     (17) Denomination of certificates to be delivered at settlement;

     (18) Book-Entry Security or Certificated Security; and

     (19) Any other applicable terms.

Preparation of Pricing Supplement by the Company:

     If the Company accepts an offer to purchase a Security, it will prepare a
Pricing Supplement. The Company


                                      II-4


will supply at least ten copies of such Pricing Supplement to the Selling Agent
or Purchasing Agent, as the case may be, not later than 5:00 p.m., New York City
time, on the business day following the date of acceptance of such offer, or if
the Company and the purchaser agree to settlement on the date of such
acceptance, not later than noon, New York City time, on such date. The Company
will arrange to have each Pricing Supplement filed with the Commission under
Rule 424(b) not later than the close of business of the Commission on the fifth
business day (or such other date Rule 424 shall require) following the date on
which such Pricing Supplement is first used. One copy of such filed document
will be sent by telecopy or overnight express (for delivery not later than 11:00
A.M. on the Business Day next following the trade date) to the Selling Agent or
the Purchasing Agent, as the case may be, at the following applicable addresses:
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Facsimile
Transmission No. (212) 902-4103, Attention: Don Hansen, Registration, 18th
Floor; Morgan Stanley & Co. Incorporated, 1585 Broadway, 2nd Floor, New York,
New York, 10036, Facsimile Transmission: (212) 761-8846, Telephone
No. 212 761-2000, Attention: Medium-Term Note Trading Desk, Carlos Cabrera.

Delivery of Confirmation and
Prospectus to Purchaser by Selling Agent:

     The Selling Agent will deliver to the purchaser of a Security a written
confirmation of the sale and delivery and payment instructions. In addition, the
Selling Agent will deliver to such purchaser or its agent the Prospectus as
amended or supplemented (including the Pricing Supplement) in relation to such
Security prior to or together with the earlier of the delivery to such purchaser
or its agent of (a) the confirmation of sale (including, in the case of a
Book-Entry Security, the confirmation through the Depository's Institutional
Delivery System) or (b) the Security.

Date of Settlement:

     All offers solicited by a Selling Agent or made by a Purchasing Agent and
accepted by the Company will be settled on a date (the "Settlement Date") which
is the third business day after the date of acceptance of such offer, unless the
Company and the purchaser agree to settlement (a) on any other business day
after the acceptance of such offer or (b) with respect to an offer accepted by
the Company prior to 10:00 a.m., New York City time, on the date of such
acceptance.


                                      II-5


Instruction from the Company to
Issuing Agent for Preparation of Securities:

     After receiving the Sale Information from the Selling Agent or Purchasing
Agent, as the case may be, the Company will communicate such Sale Information to
the Issuing Agent by telephone (confirmed in writing) or by facsimile
transmission or other acceptable written means.

     The Company will instruct the Issuing Agent by facsimile transmission or
other acceptable written means to authenticate and deliver the Securities no
later than 2:15 p.m., New York City time, on the Settlement Date. Such
instruction will be given by the Company prior to 2:00 p.m., New York City time,
on the second business day prior to the Settlement Date unless, in the case of
Securities evidenced by a Definitive Certificate, the Settlement Date is the
date of acceptance by the Company of the offer to purchase such Securities in
which case such instruction will be given by the Company by 11:00 a.m., New York
City time. The Trustee will authenticate and deliver to the Issuing Agent each
Security in accordance with the Company's instructions.

Preparation and Delivery of Securities
by Issuing Agent and Receipt of Payment Therefor:

     The Issuing Agent will prepare each Security and appropriate receipts that
will serve as the documentary control of the transaction.

     In the case of a sale of Securities to a purchaser solicited by an Agent,
the Issuing Agent will, by 2:15 p.m., New York City time, on the Settlement
Date, deliver the Securities to the Selling Agent for the benefit of the
purchaser of such Securities against delivery by the Selling Agent of a receipt
therefor. On the Settlement Date the Selling Agent will deliver payment for such
Securities in immediately available funds to the Company in an amount equal to
the issue price of the Securities less the Selling Agent's commission; provided
that the Selling Agent reserves the right to withhold payment for which it has
not received funds from the purchaser. The Company shall not use any proceeds
advanced by a Selling Agent to purchase securities or carry any securities in
violation of Regulations G, T, U or X of the Federal Reserve Board or otherwise
in violation of law.

     In the case of a sale of Securities to a Purchasing Agent, the Issuing
Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver
the Securities to the Purchasing Agent against delivery by the


                                      II-6


Purchasing Agent of a receipt therefor. On the Settlement Date the Purchasing
Agent will deliver payment for such Securities in immediately available funds to
the Company in an amount equal to the issue price of the Securities less the
Purchasing Agent's discount.

Failure of Purchaser to Pay Selling Agent:

     If a purchaser (other than a Purchasing Agent) fails to make payment to the
Selling Agent for a Security or the Selling Agent fails to make payment to the
Company, the Selling Agent will promptly notify the Trustee and the Company
thereof by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means. The Selling Agent will immediately return the
Security to the Issuing Agent. Immediately upon receipt of such Security by the
Issuing Agent, the Company will return to the Selling Agent an amount equal to
the amount previously paid to the Company in respect of such Security. The
Company will reimburse the Selling Agent on an equitable basis for its loss of
the use of funds during the period when they were credited to the account of the
Company.

     The Issuing Agent will cancel the Security in respect of which the failure
occurred, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Security.

     PART II: PROCEDURES APPLICABLE TO BOOK-ENTRY
              SECURITIES AND GLOBAL CERTIFICATES

     In connection with the qualification of Book-Entry Securities for
eligibility in the book-entry system maintained by the Depository, the Trustee
and the Paying Agent will perform the custodial, document control and
administrative functions described below, in accordance with their respective
obligations under a Letter of Representations from the Company and the Trustee
to the Depository, dated August 15, 1996, and a Medium-Term Note Certificate
Agreement, dated March 10, 1989, between The Chase Manhattan Bank (National
Association) and the Depository (the "Certificate Agreement"), and the
obligations of the Trustee as a participant in the Depository, including the
Depository's Same-Day Funds Settlement System ("SDFS"). It is understood that
the ownership interests of purchasers of Book-Entry Securities will be credited
to the book-entry accounts of one or more participants in the Depository (each a
"Participant") in accordance with the Depository's customary practices and
reflected in the records of such Participants or one or more indirect
Participants in the Depository designated by such purchasers


                                      II-7


in accordance with the arrangements between such purchasers and such
Participants and indirect participants. As used in this Part II, the term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

Issuance:                                   All Fixed Rate Securities which are
                                            Book-Entry Securities and have the
                                            same Original Issue Date, redemp-
                                            tion or repayment provisions,
                                            Interest Payment Dates, interest
                                            rate, interest payment periods and
                                            Stated Maturity (collectively, the
                                            "Fixed Rate Terms") will be
                                            represented initially by a single
                                            Global Certificate in fully
                                            registered form without coupons;
                                            all Floating Rate Securities which
                                            are Book-Entry Securities and have
                                            the same Original Issue Date,
                                            redemption or repayment provisions,
                                            Interest Payment Dates, interest
                                            payment periods, Interest Rate
                                            Basis, Initial Interest Rate, Index
                                            Maturity, Spread or Spread
                                            Multiplier, if any, Minimum
                                            Interest Rate, if any, Maximum
                                            Interest Rate, if any, and Stated
                                            Maturity (collectively, the
                                            "Floating Rate Terms") will be
                                            represented initially by a single
                                            Global Certificate in fully
                                            registered form without coupons;
                                            and all Zero Coupon Securities
                                            which are Book-Entry Securities and
                                            have the same Original Issue Date,
                                            redemption or repayment provisions,
                                            Yield to Maturity, Specified
                                            Currency and Stated Maturity
                                            (collectively, the "Zero Coupon
                                            Terms") will be represented
                                            initially by a single Global
                                            Certificate in fully registered
                                            form without coupons.

Identification:                             The Company has arranged with the
                                            CUSIP Service Bureau of Standard &
                                            Poor's Corporation (the "CUSIP
                                            Service Bureau") for the
                                            reservation of approximately 900


                                      II-8


                                            CUSIP numbers which have been
                                            reserved for future assignment and
                                            relating to Book-Entry Securities,
                                            and the Company has delivered to the
                                            Issuing Agent and the Depository
                                            such list of such CUSIP numbers. The
                                            Company will assign CUSIP numbers to
                                            Global Certificates representing
                                            Book-Entry Securities as described
                                            below under Settlement Procedure C.
                                            The Depository will notify the CUSIP
                                            Service Bureau periodically of the
                                            CUSIP numbers that the Company has
                                            assigned to Global Certificates
                                            representing Book-Entry Securities.
                                            The Trustee will notify the Company
                                            at any time when fewer than 100 of
                                            the reserved CUSIP numbers remain
                                            unassigned to Global Certificates
                                            representing Book-Entry Securities,
                                            and, if it deems necessary, the
                                            Company will reserve additional
                                            CUSIP numbers for assignment to
                                            Global Certificates representing
                                            Book-Entry Securities. Upon
                                            obtaining such additional CUSIP
                                            numbers, the Company will deliver a
                                            list of such additional numbers to
                                            the Issuing Agent and the
                                            Depository. Book-Entry Securities
                                            having an aggregate principal amount
                                            in excess of $200,000,000 and
                                            otherwise required to be represented
                                            by the same Global Certificate will
                                            instead be represented by two or
                                            more Global Certificates which shall
                                            all be assigned the same CUSIP
                                            number.

Registration:                               Each Global Certificate will be
                                            registered in the name of Cede &
                                            Co., as nominee for the Depository,
                                            on the Security Register maintained
                                            by the Trustee under the Indenture.
                                            On the first Business Day of each
                                            month, the Trustee will deliver to
                                            the Company a written statement
                                            indicating the total principal
                                            amount of Outstanding Book-Entry


                                      II-9


                                            Securities as of the immediately
                                            preceding Business Day.

Transfers:                                  Transfers of interests in a Book-
                                            Entry Security will be effected in
                                            accordance with arrangements in
                                            effect between Participants (and in
                                            certain cases, one or more indirect
                                            participants in the Depository) and
                                            the beneficial transferors and
                                            beneficial transferees of such
                                            Book-Entry Security, and the
                                            interests of Participants therein
                                            will be reflected as appropriate by
                                            book entries made by the
                                            Depository.

Exchanges:                                  The Issuing Agent may deliver to
                                            the Depository and the CUSIP
                                            Service Bureau at any time a
                                            written notice specifying (a) the
                                            CUSIP numbers of two or more Global
                                            Certificates (i) having the same
                                            Fixed Rate Terms, Floating Rate
                                            Terms or Zero Coupon Terms, as the
                                            case may be (except that Original
                                            Issue Dates need not be the same),
                                            (ii) for which interest (if any)
                                            has been paid to the same date and
                                            (iii) which otherwise constitute
                                            Securities of the same series and
                                            tenor under the Indenture; (b) a
                                            date, occurring at least 30 days
                                            after such written notice is
                                            delivered and at least 30 days
                                            before the next Interest Payment
                                            Date (if any) for such Book-Entry
                                            Securities, on which such Global
                                            Certificates shall be exchanged for
                                            a single replacement Global
                                            Certificate; and (c) a new CUSIP
                                            number, obtained from the Company,
                                            to be assigned to such replacement
                                            Global Certificate.  Upon receipt
                                            of such a notice, the Depository
                                            will send to its participants
                                            (including the Issuing Agent) a
                                            written reorganization notice to
                                            the effect that such exchange will
                                            occur on such date.  Prior to the
                                            specified exchange date, the


                                      II-10


                                            Issuing Agent will deliver to the
                                            CUSIP Service Bureau written notice
                                            setting forth such exchange date and
                                            the new CUSIP number and stating
                                            that, as of such exchange date, the
                                            CUSIP numbers of the Global
                                            Certificates to be exchanged will no
                                            longer be valid. On the specified
                                            exchange date, the Issuing Agent
                                            will exchange such Global
                                            Certificates for a single Global
                                            Certificate authenticated by the
                                            Trustee and bearing the new CUSIP
                                            number, and the CUSIP numbers of the
                                            exchanged Global Certificates will,
                                            in accordance with CUSIP Service
                                            Bureau procedures, be retired and
                                            not reassigned. Notwithstanding the
                                            foregoing, if the Global
                                            Certificates to be exchanged exceed
                                            $200,000,000 in aggregate principal
                                            amount, one replacement Global
                                            Certificate will be authenticated
                                            and issued to represent each
                                            $200,000,000 of principal amount of
                                            the exchanged Global Certificates
                                            and an additional Global Certificate
                                            will be authenticated and issued to
                                            represent any remaining principal
                                            amount of such Global Certificates
                                            (see "Denominations" below).

Denominations:                              All Book-Entry Securities will be
                                            denominated in U.S. dollars.  Book-
                                            Entry Securities will be issued in
                                            denominations of $1,000 principal
                                            amount and any larger denomination
                                            which is an integral multiple of
                                            $1,000.  Global Certificates will
                                            be denominated in principal amounts
                                            not in excess of $200,000,000.  If
                                            one or more Book-Entry Securities
                                            having an aggregate principal
                                            amount in excess of $200,000,000
                                            would, but for the preceding
                                            sentence, be represented by a
                                            single Global Certificate, then one
                                            Global Certificate will be issued
                                            to represent each $200,000,000



                                      II-11


                                            principal amount of such Book-Entry
                                            Security or Book-Entry Securities
                                            and an additional Global Certificate
                                            will be issued to represent any
                                            remaining principal amount of such
                                            Book-Entry Security or Book-Entry
                                            Securities. In such a case, each of
                                            the Global Certificates representing
                                            such Book-Entry Security or
                                            Securities shall be assigned the
                                            same CUSIP number.

Interest:                                   General.  The Depository will
                                            arrange for each pending deposit
                                            message described under Settlement
                                            Procedure C below to be transmitted
                                            to Standard & Poor's Corporation,
                                            which will use the message to
                                            include certain information
                                            regarding the related Book-Entry
                                            Notes in the appropriate daily bond
                                            report published by Standard &
                                            Poor's Corporation.

                                            Notice of Interest Payments and
                                            Regular Record Dates. On the first
                                            Business Day of January, April, July
                                            and October of each year, the Paying
                                            Agent will deliver to the Company
                                            and to the Dividend Department of
                                            the Depository a written list of
                                            Regular Record Dates and Interest
                                            Payment Dates that will occur during
                                            the six-month period beginning on
                                            such first Business Day with respect
                                            to Global Certificates representing
                                            Book-Entry Securities which are
                                            Floating Rate Notes. Promptly after
                                            each Interest Determination Date for
                                            Book-Entry Securities which are
                                            Floating Rate Notes, the Calculation
                                            Agent will notify Standard & Poor's
                                            Corporation of the interest rates
                                            determined on such Interest
                                            Determination Date.

Payments of Principal
  and Interest:                             Payments of Interest Only.
                                            Promptly after each Regular Record


                                      II-12


                                            Date, the Paying Agent will deliver
                                            to the Company and the Dividend
                                            Department of the Depository a
                                            written notice specifying by CUSIP
                                            number the amount of interest (if
                                            any) to be paid on each Global
                                            Certificate representing Book-Entry
                                            Securities on the following Interest
                                            Payment Date (other than an Interest
                                            Payment Date coinciding with the
                                            Maturity of such Certificate) and
                                            the total of such amounts. The
                                            Depository will confirm the amount
                                            payable (if any) on each Global
                                            Certificate representing Book-Entry
                                            Securities on such Interest Payment
                                            Date by reference to the daily bond
                                            reports published by Standard &
                                            Poor's Corporation. On such Interest
                                            Payment Date the Company will pay to
                                            the Paying Agent, and the Paying
                                            Agent in turn will pay to the
                                            Depository, such total amount of
                                            interest due (other than at Maturity
                                            of such Certificate), at the times
                                            and in the manner set forth below
                                            under "Manner of Payment". If an
                                            Interest Payment Date for a
                                            Book-Entry Note is not a Business
                                            Day, the payment due on such day
                                            shall be made on the next succeeding
                                            Business Day and no interest shall
                                            accrue on such payment for the
                                            period from and after such Interest
                                            Payment Date.

                                            Payments at Maturity or upon
                                            Redemption or Repayment. On or about
                                            the first Business Day of each
                                            month, the Paying Agent will deliver
                                            to the Company and the Depository a
                                            written list of principal, premium,
                                            if any, and interest to be paid on
                                            each Global Certificate representing
                                            Book-Entry Securities maturing
                                            either at Stated Maturity or on a
                                            Redemption Date or a Repayment Date
                                            ("Maturity") in the following month.
                                            The Paying Agent, the


                                      II-13


                                            Company and the Depository will
                                            confirm the amounts of such
                                            principal, premium (if any) and
                                            interest payments with respect to
                                            each such Global Certificate
                                            representing Book-Entry Securities
                                            on or about the fifth Business Day
                                            preceding the Maturity of such
                                            Global Certificate representing
                                            Book-Entry Securities. At such
                                            Maturity, the Company will pay to
                                            the Paying Agent, and the Paying
                                            Agent in turn will pay to the
                                            Depository, the principal amount of
                                            such Global Certificate representing
                                            Book-Entry Securities, together with
                                            interest and premium, if any, due at
                                            such Maturity, at the times and in
                                            the manner set forth below under
                                            "Manner of Payment". Promptly after
                                            payment to the Depository of the
                                            principal, interest and premium, if
                                            any, due at the Maturity of all
                                            Book-Entry Securities represented by
                                            a particular Global Certificate, the
                                            Paying Agent will deliver to the
                                            Trustee for cancellation such Global
                                            Certificate.

                                            Manner of Payment. The total amount
                                            of principal, premium and interest
                                            due on Global Securities
                                            representing Book-Entry Securities
                                            on any Interest Payment Date or at
                                            Maturity shall be paid by the
                                            Company to the Paying Agent, in
                                            funds immediately available for use
                                            by the Trustee as of 9:30 a.m., New
                                            York City time, on such date. The
                                            Company will make such payment on
                                            such Global Certificates
                                            representing Book-Entry Securities
                                            by wire transfer to the Paying Agent
                                            or by instructing the Paying Agent
                                            to withdraw funds from an account
                                            maintained by the Company at the
                                            Paying Agent. The Company will
                                            confirm such instructions in writing
                                            to the Paying Agent. For principal
                                            payments at Maturity,


                                      II-14


                                            prior to 10:00 a.m., New York City
                                            time, on such Maturity or as soon as
                                            possible thereafter after receipt of
                                            such funds from the Company, the
                                            Paying Agent will pay by separate
                                            wire transfer (using Fedwire message
                                            entry instructions in a form
                                            previously specified by the
                                            Depository) to an account at the
                                            Federal Reserve Bank of New York
                                            previously specified by the
                                            Depository, in funds available for
                                            immediate use by the Depository,
                                            each payment of interest, principal
                                            and premium, if any, due on Global
                                            Certificates representing Book-Entry
                                            Certificates on such date; and for
                                            interest payments, the Paying Agent
                                            will pay the Depository in same-day
                                            funds on the Interest Payment Date
                                            in accordance with existing
                                            arrangements between the Paying
                                            Agent and the Depository. Thereafter
                                            on each such date, the Depository
                                            will pay, in accordance with its
                                            SDFS operating procedures then in
                                            effect, such amounts in funds
                                            available for immediate use to the
                                            respective Participants in whose
                                            names such Book-Entry Securities are
                                            recorded in the book-entry system
                                            maintained by the Depository. Once
                                            payment has been made to the
                                            Depository, neither the Company, the
                                            Trustee nor the Paying Agent shall
                                            have any responsibility or liability
                                            for the payment by the Depository of
                                            the principal of, or premium, if
                                            any, or interest on, the Book-Entry
                                            Securities to such Participants.

                                            Withholding Taxes.  The amount of
                                            any taxes required under applicable
                                            law to be withheld from any
                                            interest payment on a Book-Entry
                                            Security will be determined and
                                            withheld by the Participant, indir-
                                            ect participant in the Depository
                                            or other Person responsible for


                                      II-15


                                            forwarding payments and materials
                                            directly to the beneficial owner of
                                            such Book-Entry Security, or as
                                            applicable law may otherwise
                                            require.

Settlement Procedures:                      Settlement Procedures with regard
                                            to each Book-Entry Security sold by
                                            each Agent, as agent of the
                                            Company, will be as follows:

                                            A.   After the acceptance of an
                                                 offer by the Company with
                                                 respect to a Book-Entry
                                                 Security, the Selling Agent or
                                                 Purchasing Agent, as the case
                                                 may be, will communicate the
                                                 following details of the terms
                                                 of such offer (the "Book-Entry
                                                 Sale Information") to the
                                                 Company by telephone confirmed
                                                 in writing or by facsimile
                                                 transmission or other
                                                 acceptable written means:

                                                 (1)  Principal amount of the
                                                      Book-Entry Security to be
                                                      purchased;

                                                 (2)  Identification as a Fixed
                                                      Rate Security, Floating
                                                      Rate Security or Zero
                                                      Coupon Security;

                                                 (3)  If a Fixed Rate Security,
                                                      the interest rate and the
                                                      initial interest payment
                                                      date;

                                                 (4)  Maturity Date;

                                                 (5)  Specified Currency and,
                                                      if the Specified Currency
                                                      is other than U.S.
                                                      dollars, the applicable
                                                      Exchange Rate for such
                                                      Specified Currency and
                                                      the Exchange Rate Agent;

                                                 (6)  Issue Price;


                                      II-16


                                                 (7)   Selling Agent's
                                                       commission or Purchasing
                                                       Agent's discount, as the
                                                       case may be;

                                                 (8)   Net proceeds to the
                                                       Company;

                                                 (9)   Settlement Date;

                                                 (10)  If a redeemable Security,
                                                       such of the following as
                                                       are applicable:

                                                         (i)   Redemption
                                                               Commencement
                                                                   Date,

                                                        (ii)   Redemption
                                                               Prices (% of
                                                                par) and
                                                               Redemption
                                                                Periods,

                                                       (iii)   the Repayment
                                                               Date and the
                                                               Repayment
                                                               Price, and

                                                        (iv)   Amount (% of
                                                               par) that the
                                                               Redemption
                                                               Price shall
                                                               decline (but
                                                               not below par)
                                                               on each
                                                               anniversary of
                                                               the Redemption
                                                               Commencement
                                                               Date;

                                                         (v)   The Make-Whole
                                                               Premium;

                                                 (11)  If a Security is to be
                                                       repaid at the option of
                                                       the Holder, the date on
                                                       or after which the
                                                       Security is to be repaid,
                                                       and additional
                                                       provisions, if any;


                                      II-17


                                                 (12)  If a Floating Rate
                                                       Security, such of the
                                                       following as are
                                                       applicable:

                                                           (i)   Interest Rate
                                                                 Basis,

                                                          (ii)   Index Maturity,

                                                         (iii)   Spread or
                                                                    Spread
                                                                 Multiplier,

                                                          (iv)   Maximum
                                                                 Interest Rate,

                                                           (v)   Minimum
                                                                 Interest Rate,

                                                          (vi)   Initial
                                                                 Interest Rate,

                                                         (vii)   Interest Rate
                                                                 Reset  Dates,

                                                         viii)   Calculation
                                                                 Dates,

                                                          (ix)   Interest
                                                                 Determination
                                                                    Dates,

                                                           (x)   Interest
                                                                 Payment Dates,

                                                          (xi)   Regular Record
                                                                 Dates, and

                                                         (xii)   Calculation
                                                                 Agent;

                                                (13)  If an Amortizing
                                                      Security, the
                                                      amortization provisions
                                                      formula and the
                                                      amortization schedule;

                                                (14)  If the amount of
                                                      principal payable on a
                                                      Security will be


                                      II-18


                                                       determined by reference
                                                       to an index or formula, a
                                                       full description of such
                                                       index or formula;

                                                 (15)  If an OID Note, the total
                                                       amount of OID, the Yield
                                                       to Maturity and the
                                                       initial accrual period of
                                                       OID;

                                                 (16)  The taxpayer identifi-
                                                       cation number of the
                                                       purchaser; and

                                                 (17)  Identification numbers of
                                                       the participant accounts
                                                       maintained by the
                                                       Depository on behalf of
                                                       such Agent.

                                            B.   Upon receiving the Book-Entry
                                                 Sale Information from the
                                                 Selling Agent or the Purchas-
                                                 ing Agent, as the case may be,
                                                 the Company will assign a
                                                 CUSIP number to the Global
                                                 Certificate representing the
                                                 Book-Entry Security and the
                                                 Company and will advise the
                                                 Issuing Agent by telephone
                                                 (confirmed by facsimile or
                                                 electronic transmission) of
                                                 the Book-Entry Sale
                                                 Information received from the
                                                 Selling Agent or the Purchas-
                                                 ing Agent, as the case may be,
                                                 and the name of such Agent.

                                            C.   The Trustee will enter through
                                                 the Depository Terminal
                                                 System, a pending deposit
                                                 message (the form of which has
                                                 been previously furnished to
                                                 the Issuing Agent by the
                                                 Depository) specifying the
                                                 following settlement
                                                 information, which information
                                                 will be communicated to the
                                                 Depository, such Agent and
                                                 Standard & Poor's Corporation:


                                      II-19


                                                 1.    Book-Entry Sale
                                                       Information (as
                                                       set forth in
                                                       Settlement
                                                       Procedure A).

                                                 2.    Identification as a Fixed
                                                       Rate Security, Floating
                                                       Rate Security or Zero
                                                       Coupon Security.

                                                 3.    Initial Interest Payment
                                                       Date for such Security,
                                                       number of days by which
                                                       such date succeeds the
                                                       related record date for
                                                       Depository purposes (or,
                                                       in the case of Floating
                                                       Rate Notes which reset
                                                       daily or weekly, the date
                                                       five calendar days
                                                       preceding such Initial
                                                       Interest Payment Date)
                                                       and, if then calculable,
                                                       the amount of interest
                                                       payable on such Initial
                                                       Interest Payment Date
                                                       (which amount shall have
                                                       been confirmed by the
                                                       Trustee).

                                                 4.    CUSIP number of the
                                                       Global Certificate
                                                       representing such Book--
                                                       Entry Security.

                                                 5.    Whether such Global
                                                       Certificate will
                                                       represent any other
                                                       Book-Entry Securities
                                                       issued or to be issued
                                                       (to the extent then
                                                       known).

                                                 6.    Whether such Note is an
                                                       Amortizing Note (by an
                                                       appropriate notation in
                                                       the comments field of
                                                       DTC's Participant
                                                       Terminal System).


                                      II-20


                                            D.   The Company will instruct the
                                                 Issuing Agent by facsimile
                                                 transmission or other
                                                 acceptable written means to
                                                 complete and authenticate such
                                                 Global Certificate, and to
                                                 register such Global
                                                 Certificate in the name of
                                                 Cede & Co., as nominee of the
                                                 Depository.

                                            E.   The Issuing Agent will
                                                 complete and authenticate the
                                                 Global Certificate
                                                 representing such Book-Entry
                                                 Security, register such Global
                                                 Certificate in the name of
                                                 Cede & Co., as nominee of the
                                                 Depository.  The Trustee will
                                                 take delivery thereof as agent
                                                 for the Depository.

                                            F.   The Depository will credit
                                                 such Book-Entry Security to
                                                 the participant account of the
                                                 Issuing Agent maintained by
                                                 the Depository.

                                            G.   The Issuing Agent will enter
                                                 an SDFS deliver order through
                                                 the Depository's Participant
                                                 Terminal System instructing
                                                 the Depository (i) to debit
                                                 such Book-Entry Security to
                                                 the Issuing Agent's partici-
                                                 pant account and credit such
                                                 Book-Entry Security to the
                                                 participant account of the
                                                 Selling Agent or the Purchas-
                                                 ing Agent, as the case may be,
                                                 maintained by the Depository
                                                 and (ii) to debit the
                                                 settlement account of the
                                                 Selling Agent or the Purchas-
                                                 ing Agent, as the case may be,
                                                 and credit the settlement
                                                 account of the Issuing Agent
                                                 maintained by the Depository,
                                                 in an amount equal to the
                                                 price of such Book-Entry
                                                 Security less such Agent's


                                      II-21


                                                 commission or discount, as
                                                 the case may be. Any entry
                                                 of such a deliver order
                                                 shall be deemed to
                                                 constitute a confirmation
                                                 by the Trustee and the
                                                 Issuing Agent to the
                                                 Depository that (i) the
                                                 Global Certificate
                                                 representing such
                                                 Book-Entry Security has
                                                 been issued and
                                                 authenticated and (ii) the
                                                 Issuing Agent is holding
                                                 such Global Certificate as
                                                 agent of the Depository
                                                 pursuant to the Certificate
                                                 Agreement.

                                            H.   The Selling Agent or the
                                                 Purchasing Agent, as the case
                                                 may be, will enter an SDFS
                                                 deliver instruction through
                                                 the Depository's Participant
                                                 Terminal System instructing
                                                 the Depository (i) to debit
                                                 such Book-Entry Security to
                                                 the participant account of
                                                 such Agent and credit such
                                                 Book-Entry Security to the
                                                 participant accounts of the
                                                 Participants with respect to
                                                 such Book-Entry Security
                                                 maintained by the Depository
                                                 and (ii) to debit the
                                                 settlement accounts of such
                                                 Participants and credit the
                                                 settlement account of such
                                                 Agent maintained by the
                                                 Depository in an amount equal
                                                 to the price of such Book--
                                                 Entry Security.

                                            I.   Transfers of funds in
                                                 accordance with SDFS
                                                 deliver orders described in
                                                 Settlement Procedures G and
                                                 H will be settled in
                                                 accordance with SDFS
                                                 operating procedures in
                                                 effect on the Settlement
                                                 Date.

                                            J.   The Issuing Agent will credit
                                                 to an account of the Company
                                                 maintained at the Issuing


                                      II-22


                                                 Agent funds available for
                                                 immediate use in the amount
                                                 transferred to the Issuing
                                                 Agent in accordance with
                                                 Settlement Procedure G.

                                            K.   The Issuing Agent will send a
                                                 copy of the Global Certificate
                                                 by first-class mail to the
                                                 Company together with a
                                                 statement setting forth the
                                                 principal amount of Global
                                                 Certificates representing the
                                                 Book-Entry Securities Out-
                                                 standing as of the related
                                                 Settlement Date after giving
                                                 effect to such transaction and
                                                 all other offers to purchase
                                                 Securities of which the
                                                 Company has advised the
                                                 Issuing Agent but which have
                                                 not yet been settled.

                                            L.   The Selling Agent or the
                                                 Purchasing Agent, as the case
                                                 may be, will confirm the
                                                 purchase of such Book-Entry
                                                 Security to the purchaser
                                                 either by transmitting to the
                                                 Participants with respect to
                                                 such Book-Entry Security a
                                                 confirmation order through the
                                                 Depository's Participant
                                                 Terminal System or by mailing
                                                 a written confirmation to such
                                                 purchaser.

                                            M.   Notwithstanding the foregoing,
                                                 the Selling Agent shall in all
                                                 cases take the actions
                                                 described under the caption
                                                 "Delivery of Confirmation and
                                                 Prospectus to Purchaser by
                                                 Selling Agent" in Part I of
                                                 this Administrative Procedure,
                                                 at the time or times specified
                                                 under such caption for such
                                                 actions.


                                      II-23


Settlement Procedures
  Timetable:                                For orders of Book-Entry Securities
                                            accepted by the Company, Settlement
                                            Procedures "A" through "L" set
                                            forth above shall be completed as
                                            soon as possible but not later than
                                            the respective times (New York City
                                            time) set forth below:


                                              Settlement
                                              Procedure           Time
                                              ---------           ----

                                                  A         11:00 a.m. on the
                                                            trade date

                                                  B         12:00 Noon on the
                                                            trade date

                                                  C         2:00 p.m. on the
                                                            trade date

                                                  D         3:00 p.m. on the
                                                            Business Day before
                                                            Settlement Date

                                                  E         9:00 a.m. on
                                                            Settlement Date

                                                  F         10:00 a.m. on
                                                            Settlement Date

                                                 G-H        2:00 p.m. on
                                                            Settlement Date

                                                  I         4:45 p.m. on
                                                            Settlement Date

                                                 J-L        5:00 p.m. on
                                                            Settlement Date

                                            If a sale is to be settled more than
                                            one Business Day after the trade
                                            date, Settlement Procedures A, B,
                                            and C may, if necessary, be
                                            completed at any time prior to the
                                            specified times on the first
                                            Business Day after the trade date.
                                            In connection with a sale which is
                                            to be settled more than one Business
                                            Day after the trade date,


                                      II-24


                                            if the initial interest rate for a
                                            Floating Rate Note is not known at
                                            the time that Settlement Procedure A
                                            is completed, Settlement Procedures
                                            B and C shall be completed as soon
                                            as such rates have been determined,
                                            but no later than 11:00 a.m. and
                                            2:00 p.m., New York City time,
                                            respectively, on the second Business
                                            Day before the Settlement Date.
                                            Settlement Procedure I is subject to
                                            extension of Fedwire closing
                                            deadlines and in the other events
                                            specified in the SDFS operating
                                            procedures in effect on the
                                            settlement date.

                                            If settlement of a Book-Entry
                                            Security is rescheduled or
                                            cancelled, the Company will as soon
                                            as practicable give the Trustee
                                            notice to such effect. The Trustee
                                            will deliver to the Depository,
                                            through the Depository's Participant
                                            Terminal System, a cancellation
                                            message (the form of which has been
                                            previously furnished to the Trustee
                                            by the Depository) to such effect by
                                            no later than 2:00 p.m., New York
                                            City time, on the Business Day
                                            immediately preceding the scheduled
                                            Settlement Date (provided the
                                            Issuing Agent received such notice
                                            from the Company by noon on the
                                            business day immediately preceding
                                            the Settlement Date) and in any case
                                            as soon as practicable. A copy of
                                            such message will be routed through
                                            the facilities of the Depository to
                                            the Selling Agent and Standard &
                                            Poor's Corporation.

Failure to Settle:                          If the Issuing Agent fails to enter
                                            in timely fashion an SDFS deliver
                                            order with respect to any
                                            Book-Entry Security or any portion
                                            of a Global Certificate
                                            representing a Book-Entry Security
                                            pursuant to Settlement Procedure G,
                                            or if the Selling Agent or the


                                      II-25


                                            Purchasing Agent, as the case may
                                            be, fails to enter in timely fashion
                                            an SDFS deliver order with respect
                                            to such Book-Entry Security pursuant
                                            to Settlement Procedure H, the
                                            Issuing Agent may deliver to the
                                            Depository, through the Depository's
                                            Participant Terminal System, as soon
                                            as practicable, a withdrawal message
                                            (the form of which has been
                                            previously furnished to the Issuing
                                            Agent by the Depository) instructing
                                            the Depository to debit such
                                            Book-Entry Security to the
                                            participant account of the Issuing
                                            Agent maintained at the Depository.
                                            A copy of such message will be
                                            routed through the facilities of the
                                            Depository to such Agent. The
                                            Depository will process the
                                            withdrawal message, provided that
                                            such participant account contains
                                            Book-Entry Securities having the
                                            same Fixed Rate Terms, Floating Rate
                                            Terms or Zero Coupon Terms, as the
                                            case may be, having an aggregate
                                            principal amount that is at least
                                            equal to the principal amount to be
                                            debited. If withdrawal messages are
                                            processed with respect to all the
                                            Book-Entry Securities represented by
                                            a particular Global Certificate, the
                                            Issuing Agent will cancel
                                            immediately such Global Certificate,
                                            make appropriate entries in its
                                            records and, unless otherwise
                                            instructed by the Company, destroy
                                            the Global Certificate. The CUSIP
                                            number assigned to such Global
                                            Certificate shall, in accordance
                                            with CUSIP Service Bureau
                                            procedures, be retired and not
                                            reassigned. If withdrawal messages
                                            are processed with respect to only a
                                            portion of the Book-Entry Securities
                                            represented by a particular Global
                                            Certificate, the Issuing Agent will
                                            exchange such Global Certificate for
                                            two Global Certificates


                                      II-26


                                            authenticated by the Trustee, one of
                                            which shall represent the Book-Entry
                                            Securities for which withdrawal
                                            messages are processed and shall be
                                            cancelled by the Trustee and
                                            destroyed immediately after
                                            issuance, and the other of which
                                            shall represent the other Book-Entry
                                            Securities previously represented by
                                            the surrendered Global Certificate
                                            and shall bear the CUSIP number of
                                            the surrendered Global Certificate.
                                            The Company will reimburse such
                                            Agent on an equitable basis for its
                                            loss of the use of funds during any
                                            period when the funds were credited
                                            to the account of the Company in
                                            connection with such attempted
                                            settlement.

                                            If the purchase price for any
                                            Book-Entry Security is not timely
                                            paid to the Participants with
                                            respect to such Security by the
                                            beneficial purchaser thereof or by a
                                            person, including an indirect
                                            participant in the Depository,
                                            acting on behalf of such purchaser
                                            (other than the Purchasing Agent, if
                                            any), such Participants and, in
                                            turn, the Selling Agent or the
                                            Purchasing Agent, as the case may
                                            be, may enter SDFS deliver orders
                                            through the Depository's Participant
                                            Terminal System reversing the orders
                                            entered pursuant to Settlement
                                            Procedures G and H, respectively.
                                            Immediately thereafter, the Issuing
                                            Agent will deliver the withdrawal
                                            message and take the related actions
                                            described in the preceding
                                            paragraph. The Company will
                                            reimburse such Agent on an equitable
                                            basis for its loss of the use of
                                            funds during any period when the
                                            funds were credited to the account
                                            of the Company in connection with
                                            such attempted settlement.


                                      II-27


                                            Notwithstanding the foregoing, upon
                                            any failure to settle with respect
                                            to any Book-Entry Security or any
                                            portion of a Global Certificate
                                            representing a Book-Entry Security,
                                            the Depository may take any actions
                                            in accordance with its SDFS
                                            operating procedures then in effect.
                                            In the event of a failure to settle
                                            with respect to any Book-Entry
                                            Security that was to have been
                                            represented by a Global Certificate
                                            also representing other Book-Entry
                                            Securities, the Issuing Agent will
                                            provide, in accordance with
                                            Settlement Procedures D and E, for
                                            the authentication and issuance of a
                                            Global Certificate representing the
                                            remaining principal amount to have
                                            been represented by such Global
                                            Certificate and will make
                                            appropriate entries in its records.

Issuing and Paying
  Agents Not to Risk
  Funds:                                    Nothing herein will be deemed to
                                            require the Issuing Agent or the
                                            Paying Agent to risk or expend its
                                            own funds in connection with any
                                            payment to the Company, the Agents,
                                            the Depository or any
                                            Securityholder, it being understood
                                            by all parties that payments made
                                            by the Issuing Agent or the Paying
                                            Agent to any party will be made
                                            only to the extent that funds are
                                            provided to the Issuing Agent or
                                            the Paying Agent, as the case may
                                            be, for such purpose.


                                      II-28


                                                                       ANNEX III

                               Accountant's Letter

     Pursuant to Section 4(k) and Section 6(e), as the case may be, of the
Distribution Agreement, the accountants shall furnish letters to the effect
that:

          (i) They are independent certified public accountants with respect to
     the Company and its subsidiaries within the meaning of the Act and the
     applicable published rules and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
     financial information and schedules audited (and, if applicable,
     prospective financial statements and/or pro forma financial information
     examined) by them and included or incorporated by reference in the
     Registration Statement or the Prospectus comply as to form in all material
     respects with the applicable accounting requirements of the Act or the
     Exchange Act, as applicable, and the related published rules and
     regulations thereunder; and, if applicable, they have made a review in
     accordance with standards established by the American Institute of
     Certified Public Accountants of the consolidated interim financial
     statements, selected financial data, pro forma financial information,
     prospective financial statements and/or condensed financial statements
     derived from audited financial statements of the Company for the periods
     specified in such letter, as indicated in their reports thereon, copies of
     which have been furnished to the Agents;

          (iii) The unaudited selected financial information with respect to the
     consolidated results of operations and financial position of the Company
     for the five most recent fiscal years included in the Prospectus and
     included or incorporated by reference in Item 6 of the Company's Annual
     Report on Form 10-K for the most recent fiscal year agrees with the
     corresponding amounts (after restatement where applicable) in the audited
     consolidated financial statements for five such fiscal years which were
     included or incorporated by reference in the Company's Annual Reports on
     Form 10-K for such fiscal years;

          (iv) On the basis of limited procedures, not constituting an audit in
     accordance with generally accepted auditing standards, consisting of a
     reading of the unaudited financial statements and other information
     referred to below, a reading of the latest available interim financial
     statements of the Company and its subsidiaries, inspection of the minute
     books of the Company and its subsidiaries since the date of the latest
     audited financial statements


     included or incorporated by reference in the Prospectus, inquiries of
     officials of the Company and its subsidiaries responsible for financial and
     accounting matters and such other inquiries and procedures as may be
     specified in such letter, nothing came to their attention that caused them
     to believe that:

               (A) the unaudited condensed consolidated statements of income,
          consolidated balance sheets and consolidated statements of cash flows
          included or incorporated by reference in the Company's Quarterly
          Reports on Form 10-Q incorporated by reference in the Prospectus do
          not comply as to form in all material respects with the applicable
          accounting requirements of the Exchange Act as it applies to Form 10-Q
          and the related published rules and regulations thereunder or are not
          in conformity with generally accepted accounting principles applied on
          a basis substantially consistent with the basis for the audited
          consolidated statements of income, consolidated balance sheets and
          consolidated statements of cash flows included or incorporated by
          reference in the Company's Annual Report on Form 10-K for the most
          recent fiscal year;

               (B) any other unaudited income statement data and balance sheet
          items included in the Prospectus do not agree with the corresponding
          items in the unaudited consolidated financial statements from which
          such data and items were derived, and any such unaudited data and
          items were not determined on a basis substantially consistent with the
          basis for the corresponding amounts in the audited consolidated
          financial statements included or incorporated by reference in the
          Company's Annual Report on Form 10-K for the most recent fiscal year;

               (C) the unaudited financial statements which were not included in
          the Prospectus but from which were derived the unaudited condensed
          financial statements referred to in clause (A) above and any unaudited
          income statement data and balance sheet items included in the
          Prospectus and referred to in Clause (B) above were not determined on
          a basis substantially consistent with the basis for the audited
          financial statements included or incorporated by reference in the
          Company's Annual Report on Form 10-K for the most recent fiscal year;



                                       -2-


               (D) any unaudited pro forma consolidated condensed financial
          statements included or incorporated by reference in the Prospectus do
          not comply as to form in all material respects with the applicable
          accounting requirements of the Act and the published rules and
          regulations thereunder or the pro forma adjustments have not been
          properly applied to the historical amounts in the compilation of those
          statements;

               (E) as of the specified date not more than five business days
          prior to the date of such letter, there have been any changes in the
          consolidated capital stock (other than issuances of capital stock upon
          exercise of options and stock appreciation rights, upon earn-outs of
          performance shares and upon conversions of convertible securities, in
          each case which were outstanding on the date of the latest balance
          sheet included or incorporated by reference in the Prospectus) or any
          increase in the consolidated long-term debt of the Company and its
          subsidiaries, or any decreases in consolidated net assets or other
          items specified by the Agents, or any increases in any items specified
          by the Agents, in each case as compared with amounts shown in the
          latest balance sheet included or incorporated by reference in the
          Prospectus, except in each case for changes, increases or decreases
          which the Prospectus discloses have occurred or may occur or which are
          described in such letter; and

               (F) for the period from the date of the latest financial
          statements included or incorporated by reference in the Prospectus to
          the specified date referred to in Clause (E) above there were any
          decreases in consolidated revenues or any material decreases in the
          total or per share amounts or consolidated net income or other items
          specified by the Agents, or any increases in any items specified by
          the Agents, in each case as compared with the comparable period of the
          preceding year and with any other period of corresponding length
          specified by the Agents, except in each case for increases or
          decreases which the Prospectus discloses have occurred or may occur or
          which are described in such letter; and

          (v) In addition to the audit referred to in their report(s) included
     or incorporated by reference in the Prospectus and the limited procedures,
     inspection of minute books, inquiries and other procedures referred to in
     paragraphs (iii) and (iv) above, they have carried out certain specified
     procedures, not constituting an audit in accordance with generally accepted
     auditing standards, with 


                                    -3-


     respect to certain amounts, percentages and financial information specified
     by the Agents, which are derived from the general accounting records of the
     Company and its subsidiaries, which appear in the Prospectus (excluding
     documents incorporated by reference), or in Part II of, or in exhibits and
     schedules to, the Registration Statement specified by the Agents or in
     documents incorporated by reference in the Prospectus specified by the
     Agents, and have compared certain of such amounts, percentages and
     financial information with the accounting records of the Company and its
     subsidiaries and have found them to be in agreement.

     All references in this Annex III to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Distribution Agreement as of the Commencement Date referred to in
Section 6(e) thereof and to the Prospectus as amended or supplemented (including
the documents incorporated by reference therein) as of the date of the
amendment, supplement, incorporation or the Time of Delivery relating to the
Terms Agreement requiring the delivery of such letter under Section 4(k)
thereof.


                                       -4-

EX-99.2

                           [Form of Face of Security]
                          [Fixed Rate Medium-Term Note]

REGISTERED                                                     REGISTERED
No. FXR-                                                       PRINCIPAL AMOUNT:
CUSIP

                                UNUM CORPORATION

                           MEDIUM-TERM NOTE, SERIES C


     [Insert if the Security is to be a Global Security -- This Security is a
Global Security within the meaning of the Indenture referred to on the reverse
hereof and is registered in the name of a Depositary or a nominee of a
Depositary. This Security is exchangeable for Securities registered in the name
of a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.

     Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the Company or
its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon 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.]



SPECIFIED CURRENCY:                             EXCHANGE RATE
                                                AGENT:
                                                (Only applicable if
                                                specified Currency
                                                is other than U.S.
                                                dollars)

EXCHANGE RATE: U.S.$1.00= _____                 AUTHORIZED
                                                DENOMINATIONS:
                                                (Only applicable if
                                                Specified Currency
                                                is other than U.S.
                                                dollars)

ORIGINAL                                        STATED MATURITY:
ISSUE DATE:

INTEREST RATE:     %                            REDEMPTION
                                                COMMENCEMENT
                                                DATE:

REDEMPTION                                      REDEMPTION
PERIODS:                                        PRICES:

OID AMOUNT:                                     EXCHANGE RATE:
(Only applicable if
issued at Original Issue
Discount)


ORIGINAL ISSUE                                  DEFAULT RATE:     %
DISCOUNT SECURITY:                              (applicable only if
                                                Security is an
  Yes: ___ No: ___                              Original Issue
                                                Discount Security)


AMORTIZING              AMORTIZATION            AMORTIZATION
SECURITY:               FORMULA:                DATE(S):
//Yes //No

MAKE - WHOLE                                    OPTIONAL REPAYMENT
PREMIUM                                         DATE(S):
REDEEMPTION //Yes //No

REGULAR REDEMPTION
//Yes //No


                                       -2-


OTHER PROVISIONS:

     UNUM Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (herein called 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 Stated Maturity specified
above [If the Security is to bear interest prior to Stated Maturity, insert --,
and to pay interest thereon from the Original Issue Date specified above or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on [insert date] and [insert date] in each year and
at Stated Maturity, commencing on the first such Interest Payment Date next
succeeding the Original Issue Date (or, if the Original Issue Date is after a
Regular Record Date and before the Interest Payment Date immediately following
such Regular Record Date, on the second such Interest Payment Date next
succeeding the Original Issue Date), at the Interest Rate per annum specified
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) at
the rate of ... % per annum on any overdue principal and premium (including any
overdue sinking fund or redemption payment) and on any overdue instalment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the [insert date] and [insert date] (whether or not a
Business Day), as the case may be, next preceding the [insert date] and [insert
date] Interest Payment Dates; provided, however, that interest payable at Stated
Maturity will be payable to the Person to whom principal shall be payable. If
this Security is designated above as an Amortizing Security, payments of
principal and interest will be made in installments over the life of this
Security on each Interest Payment Date set forth above, and at Stated Maturity
or upon earlier redemption or repayment or otherwise in accordance with any
Amortization Formula or on any Amortization Date set forth above. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more


                                       -3-


Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

     [If the Security is not to bear interest prior to Stated Maturity, insert
- -- o The principal of this Security shall not bear interest except in the case
of a default in payment of principal upon acceleration, upon redemption,
repayment or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the Default Rate per annum specified above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
that is not so paid on demand shall bear interest at the Default Rate per annum
specified above (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]

     Payment of principal of (and premium, if any) and any such interest on this
Security will be made in the Specified Currency specified above; provided,
however, that, if this Security is denominated in other than U.S. dollars,
payments of principal (and premium, if any) and interest on this Security will
nevertheless be made in U.S. dollars: (a) at the option of the Holder of this
Security under the procedures described in the two next succeeding paragraphs
and (b) at the Company's option in the case of imposition of exchange controls
or other circumstances beyond the Company's control as described in the fourth
succeeding paragraph. The Company will at all times appoint and maintain a
Paying Agent (which may be the Trustee) authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities of this series
on behalf of the Company and having an office or agency (the "Paying Agent
Office") in The City of New York (the "Place of Payment"), where Securities of
this series may be presented or surrendered for payment and where notices,
designations or requests in respect of payments


                                       -4-


with respect to Securities of this series may be served. The Company has
initially appointed The Chase Manhattan Bank as such Paying Agent. The Company
will give prompt written notice to the Trustee of any change in such
appointment.

     Except as provided in the next paragraph, payments of interest and
principal (and premium, if any) for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Stated Maturity, redemption or repayment of such Security, as the case may
be, has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in the Place of Payment on or before
such Regular Record Date, or the date 15 days before such Stated Maturity,
redemption or repayment, as the case may be. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. Any such request made for any Security by a registered Holder will
remain in effect for any further payments of interest and principal (and
premium, if any) on such Security payable to such Holder, unless such request is
revoked on or before the relevant Regular Record Date or the date 15 days before
the Stated Maturity, redemption or repayment of such Security, as the case may
be.

     The U.S. dollar amount to be received by a Holder of a Security denominated
in a Specified Currency other than U.S. dollars who elects to receive payment in
U.S. dollars will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 a.m., New York City time on the
second Business Day next 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 such Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of such
Specified Currency payable to all Holders of Securities of this series
denominated in such Specified Currency electing to receive U.S. dollar payments
on such payment date and at which the applicable dealer commits to execute a
contract. If three such bid quotations are not available on the second Business
Day preceding the payment of principal (and premium, if any) or interest for any
such Security, such payment will be made in the Specified Currency. All currency
exchange costs associated with any payment in U.S. dollars on any such Security
will be borne by the Holder thereof by deductions from such payment. If this
Security is denominated in a Specified Currency other than U.S. dollars, (i) the
Company will at all times appoint and maintain


                                       -5-


a banking institution that is not an Affiliate of the Company as Exchange Rate
Agent hereunder; and (ii) the Company has initially appointed the Exchange Rate
Agent specified above as such Exchange Rate Agent and will give prompt written
notice to the Trustee of any change in such appointment.

     Payment of the principal of (and premium, if any) and interest on any
Security of this series due at the Stated Maturity, redemption or repayment of
such Security will be made in immediately available funds upon surrender of such
Security to the Paying Agent at the Paying Agent Office in the Place of Payment;
provided that such Security is presented to the Paying Agent in time for the
Paying Agent to make such payment in accordance with its normal procedures.
Payments of interest on any Security of this series (other than at the Stated
Maturity, redemption or repayment of such Security) will be made by check mailed
to the address of the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have been appropriately
designated to the Paying Agent by such Person.

     If the principal of (and premium, if any) or interest on any Security of
this series is payable in other than U.S. dollars and such Specified Currency is
not available, 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 such Security by making such payments in U.S.
dollars on the basis of the most recently available Exchange Rate (as defined on
the reverse hereof).

     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 referred to on the reverse hereof or its Authenticating Agent by manual
signature, this


                                      -6-


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.

Dated:                                  UNUM CORPORATION


[SEAL]                                  By____________________________
                                                  Chairman

Attest:

____________________________
           Secretary

                          CERTIFICATE OF AUTHENTICATION

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


THE CHASE MANHATTAN BANK
  As Trustee

By_______________________
   Authorized Officer


                                       -7-


                          [Form of Reverse of Security]
                          [Fixed Rate Medium-Term Note]

                                UNUM CORPORATION

                           MEDIUM-TERM NOTE, SERIES C

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 15, 1990, (the "Indenture"),
between the Company and The Chase Manhattan Bank (National Association) as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture and The Chase Manhattan Bank, successor by merger to The
Chase Manhattan Bank (National Association)), 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 and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof. The Securities of
this series may be issued upon original issuance under the Indenture from time
to time at an aggregate initial public offering price not to exceed $250,000,000
or its equivalent in foreign currencies, currency units or composite currencies.
The aggregate principal amount of Securities of this series which may be issued
under the Indenture will be limited to the aggregate of the principal amounts of
the Securities of this series so issued upon original issuance in accordance
with such limit.

     Payments of interest hereon with respect to any Interest Payment Date will
include interest accrued to but excluding the applicable Interest Payment Date
or Stated Maturity Date, as the case may be. Interest hereon shall be computed
on the basis of a 360-day year of twelve 30-day months.

     Any payment on this Security due on any day which is not a Market Day (and,
if the Specified Currency specified on the face hereof is other than U.S.
dollars, a Business Day in the country issuing such Specified Currency (or, for
ECUs, Brussels)) need not be made on such day, but may be made on the next
succeeding Market Day with the same force and effect as if made on such due
date, and no



interest shall accrue for the period from and after such date. "Business Day",
for any particular location, means each Monday, Tuesday, Wednesday, Thursday,
and Friday which is not a day on which banking institutions in such location are
authorized or obligated by law or executive order to close. "Market Day" means
any Business Day in the City of New York.

     This Security may be subject to repayment at the option of the Holder prior
to the Stated Maturity specified on the face of this Security on the Optional
Repayment Date(s), if any, specified on the face of this Security. If no
Optional Repayment Dates are specified on the face of this Security, this
Security may not be so repaid at the option of the Holder hereof prior to the
Stated Maturity. On any Optional Repayment Date, this Security shall be
repayable in whole or in part in an amount equal to $1,000 of such other minimum
denomination specified on the face hereof (provided that any remaining principal
amount shall be at least $1,000 or such other minimum denomination) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid (or, if this Security is an Original Issue Discount
Security, such lesser amount as is provided in such Security), together with
interest thereon payable to the date of repayment. For this Security to be
repaid in whole or in part at the option of the Holder hereof, this Security
must be received, with the form entitled "Option to Elect Repayment" set forth
below duly completed, by the Trustee at its Corporate Trust Office (or such
other address of which the Company shall from time to time notify the Holders),
not more than 60 nor less than 30 days prior to the applicable Optional
Redemption Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of payment of this Security in part only, a new
Security for the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.

     If so designated on the face of this Security, this Security may be
redeemed by the Company by Regular Redemption or Make-Whole Premium Redemption
on any date on and after the Redemption Commencement Date indicated on the face
hereof. If neither Regular Redemption nor Make-Whole Premium Redemption is
designated on the face hereof, then this Security may not be redeemed prior to
its Stated Maturity.

     If so designated on the face of this Security that it is subject to Regular
Redemption, then on and after the Redemption Commencement Date, this Security
may be redeemed at the option of the Company in whole or in part in


                                       -2-


increments of $1,000 (provided that any remaining principal amount of this
Global Security shall be at least $1,000) at the Redemption Price, together with
accrued interest to the Redemption Date, on notice given not more than 60 nor
less than 30 days prior to the Redemption Date. The Redemption Price shall be
initially equal to the Initial Redemption Price set forth on the face hereof on
the Redemption Commencement Date (plus accrued interest to the Initial
Redemption Commencement Date), and shall decline (but not below par) on each
anniversary of the Redemption Commencement Date by the Premium Reduction Amount
set forth on the face hereof until the Redemption Price is equal to 100% of such
principal amount, plus accrued interest to the date this Security is redeemed
(the "Redemption Date"); provided, however, that interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Security, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture. If less than all of this Security is to be
redeemed, the beneficial interests in this Security to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. In the event of redemption of this Security in part only, a new
Security for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon surrender hereof.

     If so designated on the face of this Security, this Security may be
redeemed at the option of the Company, as a whole or from time to time in part,
upon not less than 30 nor more than 60 days' notice mailed to the Holder at his
address as it appears in the Security Register, on any date prior to its Stated
Maturity at a Redemption Price equal to 100% of the principal amount hereof plus
accrued interest to the Redemption Date (subject to the right of the Holder of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), plus a
Make-Whole Premium, if any.

     The amount of the "Make-Whole Premium" in respect of the principal amount
of this Security will be the excess, if any, of (i) the sum of the present
values, as of the Redemption Date of this Security, of (A) the respective
interest payments (exclusive of the amount of accrued interest to the Redemption
Date) on this Security that, but for such redemption, would have been payable on
their respective Interest Payment Dates after such Redemption Date, and (B) the
payment of such principal amount that, but for such redemption, would have been
payable on the Stated Maturity of this Security over (ii) the amount of such


                                       -3-


principal to be redeemed. Such present values will be determined in accordance
with generally accepted principles of financial analysis by discounting the
amounts of such payments of interest and principal from their respective Stated
Maturities to such Redemption Date at a discount rate equal to the Treasury
Yield.

     The "Treasury Yield" in respect of this Security shall be determined as of
the date on which notice of redemption of this Security is sent to the Holder
hereof by reference to the most recent Federal Reserve Statistical Release H.15
(519) (or successor publication) which has become publicly available not more
than two Business Days prior to such date (or, if such Statistical Release (or
successor publication) is no longer published or no longer contains the
applicable data, to the most recently published issue of The Wall Street Journal
(Eastern Edition) published not more than two Business Days prior to such date
that contains such data or, if The Wall Street Journal (Eastern Edition) is no
longer published or no longer contains such data, to any publicly available
source of similar market data), and shall be the most recent weekly average
yield on actively traded U.S. Treasury Securities adjusted to a constant
maturity equal to the Remaining Life of this Security and, if applicable,
converted to a bond equivalent yield basis as described below. The "Remaining
Life of this Security" shall equal the number of years from the Redemption Date
to the Stated Maturity of this Security; provided that if the Remaining Life of
this Security is not equal to the constant maturity of a U.S. Treasury security
for which a weekly average yield is specified in the applicable source, then the
Remaining Life of this Security shall be rounded to the nearest one-twelfth of
one year and the Treasury Yield shall be obtained by linear interpolation
computed to the fifth decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth of a percentage point)),
after rounding to the nearest one-twelfth of one year, from the weekly average
yields of (a) the actively traded U.S. Treasury security with a maturity closest
to and less than the Remaining Life of this Security and (b) the actively traded
U.S. Treasury Security with a maturity closest to and greater than the Remaining
Life of this Security, except that if the Remaining Life of this Security is
less than three months, the weekly average yield on actively traded U.S.
Treasury securities adjusted to a constant maturity of three months shall be
used. The Treasury Yield shall, if expressed on a yield basis other than that
equivalent to a bond equivalent yield basis, be converted to a bond equivalent
yield basis and shall be computed to the fifth decimal place (one thousandth of
a percentage point) and


                                       -4-


then rounded to the fourth decimal place (one hundredth of a percentage point).

     If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series (or, in
the case of any Securities of this series that are Original Issue Discount
Securities, an amount of principal thereof determined in accordance with the
provisions of this Security set out in the next paragraph (the "Default
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.

     If this Security is an Original Issue Discount Security and if an Event of
Default with respect to the Securities of this Series shall have occurred and be
continuing, the Default Amount of principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture. Such
Default Amount shall be equal to the adjusted issue price as at the first day of
the accrual period as determined under the United States Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder, in which the date
of acceleration occurs increased by the daily portion of the original issue
discount for each day in such accrual period ending on the date of acceleration,
as determined under the United States Internal Revenue Code of 1986, as amended,
and the Treasury regulations thereunder. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on this
Security shall terminate.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.

     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 at least 66- 2/3% 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


                                       -5-


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.
The principal amount of an Original Issue Discount Security or a Security
denominated in a Specified Currency other than U.S. dollars that shall be deemed
to be Outstanding for purposes of the foregoing shall be determined as provided
in the Indenture. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security or Securities 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 Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations (including,
in the case of any Global Security, certain additional limitations) therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in the Place of Payment, 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 Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of (i) if denominated in U.S. dollars, $1,000 (rounded
to the nearest 1,000 units of such Specified Currency) and any integral
multiples thereof or (ii) if denominated in a Specified Currency other than U.S.
dollars, the amount of such Specified Currency equivalent, at the noon buying
rate in The City of New York for cable transfers for such Specified Currency
(the "Exchange Rate") on the sixth Business Day in The City of New York and in
the country issuing such currency (or, for ECUs, Brussels) next preceding the
Original Issue Date, to U.S. $1,000 (rounded to the nearest 1,000 units of such
Specified Currency) and any greater


                                       -6-


amount that is an integral multiple of 1,000 units of such Specified Currency
unless specified in the applicable Pricing Supplement. The Securities of this
series may be issued, in whole or in part, in the form of one or more Global
Securities bearing the legend specified in the Indenture regarding certain
restrictions on registration of transfer and exchange and issued to The
Depository Trust Company as depositary for the Global Securities of this series
(the "Depositary") or its nominee and registered in the name of the Depositary
or such nominee. As provided in the Indenture and subject to certain limitations
(including, in the case of any Global Security, certain additional limitations)
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

     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 Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                       -7-


                                  ABBREVIATIONS

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

            TEN COM - as tenants in common

            TEN ENT - as tenants by the entireties

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

            UNIF GIFT MIN ACT - __________ Custodian _________
                                  (Cust)              (Minor)
                        under Uniform Gifts to Minors Act

                      ______________________________
                                 (State)

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

                  _____________________________


                                       -8-


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 ___________________________
/__________________________/

________________________________________________________________________________

________________________________________________________________________________
                  (Please Print or Typewrite Name and Address,
                     Including Postal Zip Code, of Assignee)

________________________________________________________________________________
the within Security and all rights thereunder, and hereby

irrevocably constitutes and appoints____________________________________________

________________________________________________________________________________

________________________________________________________________________________
to transfer said Security on the books of the Company, with

full power of substitution in the premises.


Dated:______________

Signature Guaranteed


____________________________________      ______________________________________
NOTICE: Signature must be guaranteed      NOTICE: The signature to this         
by a member firm of the New York Stock    assignment must correspond with the   
Exchange or a commercial bank or trust    name as written upon the face of the  
company.                                  within Security in every particular,  
                                          without alteration or enlargement or  
                                          any change whatever.                  


                                       -9-


                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or portion thereof specified below) pursuant to its
terms at a price qual to the principal amount thereof, together with interest to
the Optional Repayment Date, to the undersigned at

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
         (Please print or typewrite name and address of the undersigned)

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Securities to be
issued to the Holder for the portion of the within Security not being repaid (in
the absence of any such specification, one such Security will be issued for the
portion not being repaid): __________________.

Dated:  __________________                ______________________________________
                                          NOTICE: The signature on this Option
                                          to Elect Payment must correspond with
                                          the name as written upon the face of
                                          the within instrument in every
                                          particular without alteration or
                                          enlargement.

                                          SIGNATURE GUARANTEED


                                      -10-

EX-99.3

                           [Form of Face of Security]
                    [Floating Rate (Resetting Daily, Weekly,
                 Monthly, Quarterly, Semi-Annually or Annually)
                         U.S. Dollar Specified Currency,
                           Non-Original Issue Discount
                                Medium-Term Note]

REGISTERED                                                     REGISTERED
No. FLR-                                                       PRINCIPAL AMOUNT:
CUSIP

                                UNUM CORPORATION

                           MEDIUM-TERM NOTE, SERIES C

     [Insert if the Security is to be a Global Security, -- This Security is a
Global Security within the meaning of the Indenture referred to on the reverse
hereof and is registered in the name of a Depositary or a nominee of a
Depositary. This Security is exchangeable for Securities registered in the name
of a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.

     Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the Company or
its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon 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.]


ORIGINAL ISSUE DATE:          INITIAL                STATED MATURITY:
                              INTEREST RATE:
                              %

AUTHORIZED                                           EXCHANGE RATE
DENOMINATIONS:                                       AGENT:
(Only applicable if                                  (Only applicable
Specified Currency is                                if Specified
other than U.S.                                      Currency is other
Dollars)                                             than U.S. Dollars)



INDEX MATURITY:                                      INTEREST RATE
                                                     BASIS:

OID AMOUNT:                                          EXCHANGE RATE:
(Only applicable if                                  U.S. $1.00= _____
issued at Original
issue discount)

ORIGINAL ISSUE
DISCOUNT SECURITY:

Yes: __ No: __

SPREAD (plus or                                      SPREAD MULTIPLIER:
minus):

SPECIFIED CURRENCY:

MINIMUM INTEREST                                     MAXIMUM INTEREST
RATE:                                                RATE:

INTEREST PAYMENT
DATES:

         Third Wednesday of:  ___ March
                              ___ June
                              ___ September
                              ___ December
                              ______________
                              ______________

INTEREST RESET DATES:                                INTEREST RESET
(applicable only if                                  PERIOD:
Interest Reset
Period is semi-annual
or annual)

     Third Wednesday
of:

CALCULATION AGENT:                                   REDEMPTION
                                                     COMMENCEMENT DATE:

REDEMPTION PERIODS:                                  REDEMPTION PRICES:

AMORTIZING                    AMORTIZATION           AMORTIZATION
SECURITY:                     FORMULA                PAYMENT DATE(S):
//Yes //No

MAKE - WHOLE PREMIUM                                 OPTIONAL REPAYMENT
REDEMPTION //Yes //No                                DATE(S):

REGULAR REDEMPTION
//Yes //No


                                       -2-


OTHER PROVISIONS:

     UNUM Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (herein called 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 Stated Maturity specified above (or, if
such date is not a Market Day (as defined on the reverse hereof) for this
Security, the next succeeding such Market Day (or, if the Interest Rate Basis
specified above is LIBOR and such next succeeding such Market Day falls in the
next calendar month, the next preceding such Market Day)), [If the Security is
to bear interest prior to Stated Maturity, insert -- and to pay interest thereon
from the Original Issue Date specified above or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on the
Interest Payment Dates in each year specified above (or if any such date is not
a Market Day (as defined on the reverse hereof) for this Security, the next
succeeding such Market Day (or, if the Interest Rate Basis specified above is
LIBOR and such next succeeding such Market Day falls in the next calendar month,
the next preceding such Market Day)) and at Stated Maturity, commencing on the
first such Interest Payment Date next succeeding the Original Issue Date (or, if
the Original Issue Date is after a Regular Record Date and before the Interest
Payment Date immediately following such Regular Record Date, on the second such
Interest Payment Date next succeeding the Original Issue Date), at a rate per
annum equal to the Initial Interest Rate specified above until the first
Interest Reset Date following the Original Issue Date and on and after such
Interest Reset Date at the rate determined in accordance with the provisions set
forth on the reverse hereof, 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) at the rate of ...% per annum on any overdue
principal and premium (including any overdue sinking fund or redemption payment)
and on any overdue instalment of interest. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the 15th calendar
day (whether or not a Business Day) before such Interest Payment Date; provided,
however, that interest payable at Stated Maturity


                                       -3-


will be payable to the Person to whom principal shall be payable. If this
Security is designated above as an Amortizing Security, then payments of
principal and interest will be made in installments over the life of this
Security on each Interest Payment Date set forth above, and at Stated Maturity
or upon earlier redemption or repayment or otherwise in accordance with any
Amortization Formula or on any Amortization Date set forth above. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to the Holders of Securities of this Series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.]

     [If the Security is not to bear interest prior to Stated Maturity, insert
- -- o The principal of this Security shall not bear interest except in the case
of a default in payment of principal upon acceleration, upon redemption,
repayment or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the Default Rate per annum specified above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
that is not so paid on demand shall bear interest at the Default Rate per annum
specified above (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]

     Payment of principal of (and premium, if any) and any such interest on this
Security will be made in the Specified Currency specified above; provided,
however, that, if this Security is denominated in other than U.S. dollars,
payments of principal (and premium, if any) and interest on this Security will
nevertheless be made in U.S. dollars: (a) at the option of the Holder of this
Security under the procedures described in the two next succeeding paragraphs


                                       -4-


and (b) at the Company's option in the case of imposition of exchange controls
or other circumstances beyond the Company's control as described in the fourth
succeeding paragraph. The Company will at all times appoint and maintain a
Paying Agent (which may be the Trustee) authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities of this series
on behalf of the Company and having an office or agency (the "Paying Agent
Office") in The City of New York (the "Place of Payment"), where Securities of
this series may be presented or surrendered for payment and where notices,
designations or requests in respect of payments with respect to Securities of
this series may be served. The Company has initially appointed The Chase
Manhattan Bank as such Paying Agent. The Company will give prompt written notice
to the Trustee of any change in such appointment.

     Except as provided in the next paragraph, payments of interest and
principal (and premium, if any) for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Stated Maturity, redemption or repayment of such Security, as the case may
be, has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in the Place of Payment on or before
such Regular Record Date, or the date 15 days before such Stated Maturity, as
the case may be. Such request may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. Any such request made for
any Security by a registered Holder will remain in effect for any further
payments of interest and principal (and premium, if any) on such Security
payable to such Holder, unless such request is revoked on or before the relevant
Regular Record Date or the date 15 days before the Stated Maturity, redemption
or repayment of such Security, as the case may be.

     The U.S. dollar amount to be received by a Holder of a Security denominated
in a Specified Currency other than U.S. dollars who elects to receive payment in
U.S. dollars will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 a.m., New York City time on the
second Business Day next 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 such Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of such
Specified Currency payable to all Holders of Securities of this series
denominated in such Specified Currency electing to receive


                                       -5-


U.S. dollar payments on such payment date and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available on
the second Business Day preceding the payment of principal (and premium, if any)
or interest for any such Security, such payment will be made in the Specified
Currency. All currency exchange costs associated with any payment in U.S.
dollars on any such Security will be borne by the Holder thereof by deductions
from such payment. If this Security is denominated in a Specified Currency other
than U.S. dollars, (i) the Company will at all times appoint and maintain a
banking institution that is not an Affiliate of the Company as Exchange Rate
Agent hereunder; and (ii) the Company has initially appointed the Exchange Rate
Agent specified above as such Exchange Rate Agent and will give prompt written
notice to the Trustee of any change in such appointment.

     Payment of the principal of (and premium, if any) and interest on any
Security of this series due at the Stated Maturity, redemption or repayment of
such Security will be made in immediately available funds upon surrender of such
Security to the Paying Agent at the Paying Agent Office in the Place of Payment;
provided that such Security is presented to the Paying Agent in time for the
Paying Agent to make such payment in accordance with its normal procedures.
Payments of interest on any Security of this series (other than at the Stated
Maturity, redemption or repayment of such Security) will be made by check mailed
to the address of the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have been appropriately
designated to the Paying Agent by such Person.

     If the principal of (and premium, if any) or interest on any Security of
this series is payable in other than U.S. dollars and such Specified Currency is
not available, 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 such Security by making such payments in U.S.
dollars on the basis of the most recently available Exchange Rate (as defined on
the reverse hereof).

     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 referred to on the reverse hereof or its Authenticating Agent by manual
signature, this


                                       -6-


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.

Dated:                              UNUM CORPORATION


                                    By____________________________
[SEAL]                                           Chairman


Attest:


________________________
        Secretary

                          CERTIFICATE OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK
        As Trustee


By_______________________
    Authorized Officer


                                       -7-


                          [Form of Reverse of Security]
                    [Floating Rate (Resetting Daily, Weekly,
                 Monthly, Quarterly, Semi-Annually or Annually)
                         U.S. Dollar Specified Currency,
                           Non-Original Issue Discount
                                Medium-Term Note]

                                UNUM CORPORATION

                           MEDIUM-TERM NOTE, SERIES C

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 15, 1990 (the "Indenture"),
between the Company and The Chase Manhattan Bank (National Association), as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture and The Chase Manhattan Bank, successor by merger to The
Chase Manhattan Bank (National Association)), 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 and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof. The Securities of
this series may be issued upon original issuance under the Indenture from time
to time at an aggregate initial public offering price not to exceed $250,000,000
or its equivalent in foreign currencies, currency units or composite currencies.
The aggregate principal amount of Securities of this series which may be issued
under the Indenture will be limited to the aggregate of the principal amounts of
the Securities of this series so issued upon original issuance in accordance
with such limit.

     The rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (such period being the "Interest Reset
Period" for such Floating Rate Note, and the first date of each Interest Period
being an "Interest Reset Date"), depending on the Interest Reset Period
specified on the face hereof; provided, however, that the interest rate in
effect from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof. 



Except as provided in the next sentence and in the sixth succeeding paragraph,
the Interest Reset Date will be, if this Security resets daily (unless the
Interest Rate Basis for this Security is the Treasury Rate), each Business Day;
if this Security resets weekly (unless the Interest Rate Basis for this Security
is the Treasury Rate), the Wednesday of each week; if this Security resets
weekly and the Interest Reset Basis for this Security is the Treasury Rate, the
Tuesday of each week; if this Security resets monthly, the third Wednesday of
each month; if this Security resets quarterly, the third Wednesday of each
March, June, September and December; if this Security resets semi-annually, the
third Wednesday of two months of each year, as specified on the face hereof; and
if this Security resets annually, the third Wednesday of one month of each year,
as specified on the face hereof. If any Interest Reset Date would otherwise be a
day that is not a Market Day for this Security, the Interest Reset Date shall be
postponed to the next day that is a Market Day for this Security, except that if
the Interest Rate Basis specified on the face hereof is LIBOR and such next
succeeding Market Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Market Day for this Security.

     "Market Day" means, for any Security other than a Security the rate of
interest on which shall be determined in accordance with the provisions under
the heading "LIBOR" below, any Business Day in The City of New York, and, for
any Security the rate of interest on which shall be determined in accordance
with the provisions under the heading "LIBOR" below, any Business Day in The
City of New York which is also a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market. "Business Day", for any
particular location, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in such location are authorized
or obligated by law or executive order to close.

     If an Interest Payment Date (other than at Stated Maturity, a Redemption
Date or an Optional Repayment Date) on this Security falls on any day which is
not a Market Day (and if the Specified Currency specified on the face hereof is
other than U.S. dollars, a Business Day in the country issuing the Specified
Currency (or, for ECUs, Brussels)), such Interest Payment Date will be the next
succeeding Market Day (with interest accruing to but excluding the next
succeeding Market Day) (or, if the Interest Rate Basis specified on the face
hereof is LIBOR, if such day falls in the next calendar month, the next
preceding Market Day (with interest accruing to but excluding the next preceding
Market Day)). If the Stated Maturity, a Redemption Date or an 


                                       -2-


Optional Repayment Date of this Security falls on a day that is not a Market Day
(and if the Specified Currency specified on the face hereof is other than U.S.
dollars, a Business Day in the country issuing the Specified Currency (or, for
ECUs, Brussels)), the required payment of principal, premium, if any, and
interest will be made on the next succeeding Market Day as if made on the date
such payment was due, and no interest will accrue on such payment for the period
from and after the Stated Maturity, a Redemption Date or an Optional Repayment
Date to the date of such payment on the next succeeding Market Day.

     Except as otherwise specified in this paragraph, the rate of interest on
this Security for each Interest Reset Date shall be the rate determined in
accordance with the provisions below under the heading below corresponding to
the Interest Rate Basis specified on the face hereof:

          Commercial Paper Rate. If the Interest Rate Basis of this Security is
     the Commercial Paper Rate, the interest rate hereon for any Interest Reset
     Date shall equal (a) the Money Market Yield (calculated as described below)
     of the per annum rate (quoted on a bank discount basis) on the relevant
     Commercial Paper Interest Determination Date for commercial paper having
     the Index Maturity specified on the face hereof, (i) as such rate is
     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 "Commercial Paper" or (ii) if such rate is
     not published before 3:00 p.m., New York City time, on the relevant
     Calculation Date, then as such rate is 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" or any successor publication
     published by the Federal Reserve Bank of New York ("Composite Quotations")
     under the heading "Commercial Paper" or (b) if by 3:00 p.m. New York City
     time, on such Calculation Date, such rate is not yet published in either
     H.15(519) or Composite Quotations, the Money Market Yield of the arithmetic
     mean of the offered per annum rates (quoted on a bank discount basis) as of
     11:00 a.m., New York City time, on such Commercial Paper Interest
     Determination Date, of three leading dealers of commercial paper in The
     City of New York (which may include one or more of the Agents) selected by
     the Calculation Agent for commercial paper of the Index Maturity specified
     on the face hereof placed for an industrial issuer whose bond 


                                       -3-


     rating is "AA", or the equivalent, from a nationally recognized rating
     agency, in any of the above cases (a) or (b) as adjusted (x) by the
     addition or subtraction of the Spread, if any, specified on the face
     hereof, and then (y) by the multiplication by the Spread Multiplier, if
     any, specified on the face hereof; provided, however, that, if fewer than
     three dealers selected as provided above by the Calculation Agent are
     quoting as mentioned in this sentence, the interest rate hereon for such
     Interest Reset Date will be the interest rate hereon in effect on such
     Commercial Paper Interest Determination Date. "Money Market Yield" shall be
     a yield (expressed as a percentage) calculated in accordance with the
     following formula:

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

     where "D" refers to the 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 period from the Interest Reset Date to but excluding
     the day that numerically corresponds to such Interest Reset Date (or, if
     there is not any such numerically corresponding day, the last day) in the
     calendar month that is the number of months corresponding to the Index
     Maturity specified on the face hereof after the month in which such
     Interest Reset Date falls.

          Prime Rate. If the Interest Rate Basis of this Security is the Prime
     Rate, the interest rate hereon for any Interest Reset Date shall equal
     (a)(i) the rate for the relevant Prime Rate Interest Determination Date set
     forth in H.15(519) under the heading "Bank Prime Loan", or (ii) if such
     rate is not published before 9:00 a.m., New York City time, on the relevant
     Calculation Date, then the arithmetic mean of the rates of interest
     publicly announced by each bank that appears on the display designated as
     page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
     page as may replace the USPRIME1 page on that service for the purpose of
     displaying prime rates or base lending rates of major United States banks)
     ("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending
     rate as in effect for such Prime Rate Interest Determination Date as quoted
     on the Reuters Screen USPRIME1 Page on such 


                                       -4-


     Prime Rate Interest Determination Date or (b) if fewer than four such rates
     appear on the Reuters Screen USPRIME1 Page on such Prime Rate Interest
     Determination Date, the arithmetic mean of the prime rates or base lending
     rates (quoted on the basis of the actual number of days in the year divided
     by a 360-day year) as of the close of business on such Prime Rate Interest
     Determination Date by three major banks in The City of New York selected by
     the Calculation Agent, in any of the above cases (a) or (b) as adjusted (x)
     by the addition or subtraction of the Spread, if any, specified on the face
     hereof, and then (y) by the multiplication by the Spread Multiplier, if
     any, specified on the face hereof; provided, however, that, if fewer than
     three banks selected as provided above by the Calculation Agent are quoting
     as mentioned in this sentence, the interest rate hereon for such Interest
     Reset Date will be the interest rate hereon in effect on such Prime Rate
     Interest Determination Date.

          LIBOR. If the Interest Rate Basis of this Security is LIBOR, the
     interest rate hereon for any Interest Reset Date shall be determined by the
     Calculation Agent in accordance with the following provisions:

          (a) The Calculation Agent will determine either (i) the arithmetic
     mean of the offered rates for deposits in U.S. dollars for the period of
     the applicable Index Maturity which appear on the Reuters Screen LIBO Page
     at approximately 11:00 a.m., London time, on such LIBOR Determination Date
     if at least two such offered rates appear on the Reuters Screen LIBO Page
     ("LIBOR Reuters"), or (ii) the rate for deposits in U.S. dollars for the
     period of the applicable Index Maturity that appears on the Telerate Page
     3750 as of 11:00 a.m., London time, on such LIBOR Interest Determination
     Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
     designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or
     such other page as may replace the LIBO page on the service for the purpose
     of displaying London interbank offered rates of major banks). "Telerate
     Page 3750" means the display designated as page "3750" on the Telerate
     Service (or such other page as may replace the 3750 page on that service or
     such other service or services as may be nominated by the British Bankers'
     Association for the purpose of displaying London interbank offered rates
     for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is
     specified in the applicable Pricing Supplement, LIBOR will be determined as
     if LIBOR Telerate had been specified. If fewer than two offered rates
     appear on the Reuters Screen LIBO Page, or if no rate appears on the
     Telerate Page 3750, 


                                       -5-


     as applicable, LIBOR in respect of that LIBOR Interest Determination Date
     will be determined as if the parties had specified the rate described in
     (b) below.

          (b) If fewer than two offered rates appear on the Reuters Screen LIBO
     Page or no rate appears on Telerate Page 3750, as applicable, the
     Calculation Agent will request the principal London offices of four major
     banks in the London interbank market, as selected by the Calculation Agent,
     to provide the Calculation Agent with its offered quotations for deposits
     in U.S. dollars for the period of the applicable Index Maturity to prime
     banks in the London interbank market at approximately 11:00 a.m., London
     time, commencing on the second London Business day immediately following
     such LIBOR Interest Determination Date and in a principal amount equal to
     an amount of not less than U.S.$1 million that is representative of a
     single transaction in such market at such time. If at least two quotations
     are provided, LIBOR in respect of that LIBOR Interest Determination Date
     will be the arithmetic mean of rates quoted by three major banks in The
     City of New York selected by the Calculation Agent at approximately 11:00
     a.m., New York City time, commencing on the second London Business Day
     immediately following such LIBOR Interest Determination Date for loans in
     U.S. dollars to leading European banks, for the period of the applicable
     Index Maturity and in a principal amount equal to an amount of not less
     than U.S. $1 million that is representative for a single transaction in
     such market at such time; provided, however, that if fewer than three banks
     selected as aforesaid by the Calculation Agent are quoting rates as
     mentioned in this sentence, the rate of interest in effect for the
     applicable period will be the LIBOR in effect on such LIBOR Interest
     Determination Date.

          Treasury Rate. If the Interest Rate Basis of this Security is the
     Treasury Rate, the interest rate hereon for any Interest Reset Date shall
     equal (a) the rate for the auction on the relevant Treasury Interest
     Determination Date of direct obligations of the United States ("Treasury
     Bills") having the Index Maturity specified on the face hereof, (i) as such
     rate is published in H.15(519) under the heading "U.S. Government
     Securities/Treasury Bills/Auction Average (Investment)" or (ii) if such
     rate is not so published by 9:00 a.m., New York City time, on the relevant
     Calculation Date, then the auction average rate (expressed as a bond
     equivalent, on the basis of a year 


                                       -6-


     of 365 or 366 days, as applicable, and applied on a daily basis) for such
     auction as otherwise announced by the United States Department of the
     Treasury or (b) if the results of such auction of Treasury Bills having the
     Index Maturity specified 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 during such week, then the rate set
     forth in H.15(519) for the relevant Treasury Interest Determination Date
     for the Index Maturity specified on the face hereof under the heading "U.S.
     Government Securities/Treasury Bills/Secondary Market" or (c) if such rate
     is not so published by 3:00 p.m., New York City time, on the relevant
     Calculation Date, then the yield to maturity (expressed as a bond
     equivalent, on the basis of a year of 365 or 366 days, as applicable, and
     applied on a daily basis) of the arithmetic mean of the secondary market
     bid rates as of approximately 3:30 p.m., New York City time, on such
     Treasury Interest Determination Date, of three primary United States
     government securities dealers in The City of New York selected by the
     Calculation Agent for the issue of Treasury Bills with a remaining maturity
     closest to the Index Maturity specified on the face hereof, in any of the
     above cases (a), (b) or (c) as adjusted (x) by the addition or subtraction
     of the Spread, if any, specified on the face hereof, and then (y) by the
     multiplication by the Spread Multiplier, if any, specified on the face
     hereof; provided, however, that, if fewer than three dealers selected as
     provided above by the Calculation Agent are quoting as mentioned in this
     sentence, the interest rate hereon for such Interest Reset Date will be the
     interest rate hereon in effect on such Treasury Interest Determination
     Date.

          CD Rate. If the Interest Rate Basis of this Security is the CD Rate,
     the interest rate hereon for any Interest Reset Date shall equal (a) the
     rate for the relevant CD Rate Interest Determination Date for negotiable
     certificates of deposit having the Index Maturity specified on the face
     hereof (i) as published in H.15(519) under the heading "CDs (Secondary
     Market)" or (ii) if such rate is not published before 9:00 a.m., New York
     City time, on the relevant Calculation Date, then the rate on such CD Rate
     Interest Determination Date for negotiable certificates of deposit having
     the Index Maturity specified on the face hereof as published in Composite
     Quotations under the heading "Certificates of Deposit" or (b) if by 3:00
     p.m., New York City time, on such Calculation Date such rate is not
     published in either H.15(519) or Composite 


                                       -7-


     Quotations, the arithmetic mean of the secondary market offered rates, as
     of 10:00 a.m., New York City time, on such CD Rate Interest Determination
     Date, of three leading nonbank dealers of negotiable U.S. dollar
     certificates of deposit in The City of New York selected by the Calculation
     Agent for negotiable certificates of deposit of major United States money
     market banks with a remaining maturity closest to the Index Maturity
     specified on the face hereof in a denomination of U.S. $5,000,000, in any
     of the above cases (a) or (b) as adjusted (x) by the addition or
     subtraction of the Spread, if any, specified on the face hereof, and then
     (y) by the multiplication by the Spread Multiplier, if any, specified on
     the face hereof; provided, however, that, if fewer than three dealers
     selected as provided above by the Calculation Agent are quoting as
     mentioned in this sentence, the interest rate hereon for such Interest
     Reset Date will be the interest rate hereon in effect on such CD Rate
     Interest Determination Date.

          CMT Rate. If the Interest Rate Basis of this Security is the CMT Rate,
     the interest rate hereon for any Interest Reset Date shall equal the rate
     displayed on the Designated CMT Telerate Page 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 for (i) if the Designated CMT Telerate Page is 7055, the
     rate on 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 is not displayed by 3:00 P.M., New York
     City time, on the related Calculation Date, then the CMT Rate for such CMT
     Rate 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 is not published by 3:00
     P.M., New York City time, on the related Calculation Date, then the CMT
     Rate on such CMT Rate 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
     CMT Rate 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 


                                       -8-


     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 on the CMT Rate
     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 such CMT Rate Interest Determination Date reported, according
     to their written records, by three leading primary United States government
     securities dealers (each, a "Reference Dealer") in The City of New York
     (which may include the Agent or its affiliates) selected by the Calculation
     Agent (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 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 a remaining
     term to maturity of not less than such Designated CMT Maturity Index minus
     one year. If the Calculation Agent is unable to obtain three such Treasury
     Note quotations, the CMT Rate on such CMT Rate 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 offer side prices as
     of approximately 3:30 P.M., New York City time, on such CMT Rate Interest
     Determination Date of three Reference Dealers in The City of New York (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 $100 million. 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 so selected by
     the Calculation Agent are quoting as mentioned herein, the CMT Rate
     determined as of such CMT Rate Interest Determination 


                                       -9-


     Date will be the CMT Rate in effect on such CMT Rate Interest Determination
     Date. 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 Calculation Agent will obtain from
     five Reference Dealers quotations for the Treasury Note with the shorter
     remaining term to maturity.

     "Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page specified in the applicable Pricing Supplement (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 in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052 for the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.

     Federal Funds Rate. If the Interest Rate Basis of this Security is the
Federal Funds Rate, the interest rate hereon for any Interest Reset Date shall
equal (a) the rate on the relevant Federal Funds Interest Determination Date for
Federal Funds (i) as published in H.15(519) under the heading "Federal Funds
(Effective)" or (ii) if such rate is not published before 9:00 a.m., New York
City time, on the relevant Calculation Date, then the rate on such Federal Funds
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate" or (b) if by 3:00 p.m., New York City
time, on such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the arithmetic mean of the rates, as of 9:00 a.m., New
York City time, on such Federal Funds Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent, in any of the above cases (a) or (b) as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof, and then (y) by
the multiplication by the Spread Multiplier, if any, specified on the face
hereof; provided, however, that, if fewer than three brokers selected as


                                      -10-


provided above by the Calculation Agent are quoting as mentioned in this
sentence, the interest rate hereon for such Interest Reset Date will be the
interest rate hereon in effect on such Federal Funds Interest Determination
Date.

Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, specified on the face hereof or less
than the Minimum Interest Rate, if any, specified on the face hereof. In
addition, the interest rate hereon 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 Company will at all times appoint and maintain a banking institution
that is not an Affiliate of the Company as Calculation Agent hereunder. The
Company has initially appointed The Chase Manhattan Bank as such Calculation
Agent and will give prompt written notice to the Trustee of any change in such
appointment. The Company will cause the Calculation Agent to calculate the
interest rate on this Security for any Interest Reset Date in accordance with
the foregoing on or before the Calculation Date pertaining to the related
Interest Determination Date. Except as otherwise provided herein, all
percentages resulting from any calculations 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 (e.g., 9.876546% (or 
 .09876546) being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts
used in or resulting from such calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards). Unless otherwise specified in the
applicable Pricing Supplement, the "Calculation Date," if applicable, pertaining
to any 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 immediately
preceding the applicable Interest Payment Date or the Stated Maturity, as the
case may be. The Calculation Agent's determination of any interest rate will be
final and binding in the absence of manifest error.

     Upon the request of the Holder of this Security, the Calculation Agent will
provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate hereon which will become effective on the next
Interest Reset Date.

     The Interest Determination Date pertaining to an Interest Reset Date if the
rate of interest hereon shall be 


                                      -11-


determined in accordance with the provisions under the headings above entitled
"Commercial Paper Rate" (the "Commercial Paper Interest Determination Date"),
"Prime Rate" (the "Prime Rate Interest Determination Date"), "LIBOR" (the "LIBOR
Interest Determination Date"), "CD Rate" (the "CD Rate Interest Determination
Date"), "CMT Rate" (the "CMT Rate Interest Determination Date") and "Federal
Funds Rate" (the "Federal Funds Rate Interest Determination Date") will be the
second Market Day preceding such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date if the rate of interest hereon shall
be determined in accordance with the provisions under the heading above entitled
"Treasury Rate" (the "Treasury Interest Determination Date") 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 usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that 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 Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for a
Treasury Rate Security, then such Interest Reset Date shall instead be the first
Market Day immediately following such auction date.

     Payments of interest hereon with respect to any Interest Payment Date will
equal the amount of interest accrued from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid or
duly made available for payment (or from and including the date of issue, if no
interest has been paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or the Stated Maturity, as the case may be.

     Accrued interest hereon from (and including) the Original Issue Date or
from (and including) the last date to which interest has been paid is calculated
by multiplying the principal amount of this Security by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from (and including) the Original Issue Date, or from
(and including) the last date to which interest has been paid, to but excluding
the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal) for each such day is computed by dividing the interest
rate (expressed as a decimal) applicable to such day by 360 or, 


                                      -12-


if the Interest Rate Basis for this Security is the Treasury Rate or CMT Rate,
by the actual number of days in the year.

     This Security may be subject to repayment at the option of the Holder prior
to the Stated Maturity specified above on the Optional Repayment Date(s), if
any, specified on the face of this Security. If no Optional Repayment Dates are
specified on the face of this Security, this Security may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity. On any Optional
Repayment Date, this Security shall be repayable in whole or in part in an
amount equal to $1,000 of such other minimum denomination specified on the face
hereof (provided that any remaining principal amount shall be at least $1,000 or
such other minimum denomination) at the option of the Holder hereof at a
repayment price equal to 100% of the principal amount to be repaid (or, if this
Security is an Original Issue Discount Security, such lesser amount as is
provided in such Security), together with interest thereon payable to the date
of repayment. For this Security to be repaid in whole or in part at the option
of the Holder hereof, this Security must be received, with the form entitled
"Option to Elect Repayment" set forth below duly completed, by the Trustee at
its Corporate Trust Office (or such other address of which the Company shall
from time to time notify the Holders), not more than 60 nor less than 30 days
prior to the applicable Optional Redemption Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event of payment of
this Security in part only, a new Security for the unpaid portion hereof shall
be issued in the name of the Holder hereof upon the surrender hereof.

     If so designated on the face of this Security, this Security may be
redeemed by the Company by Regular Redemption or Make-Whole Premium Redemption
on any date on and after the Redemption Commencement Date indicated on the face
hereof. If neither Regular Redemption nor Make-Whole Premium Redemption is
designated on the face hereof, then this Security may not be redeemed prior to
its Stated Maturity.

     If so designated on the face of this Security that it is subject to Regular
Redemption, then on and after the Redemption Commencement Date, this Security
may be redeemed at the option of the Company in whole or in part in increments
of $1,000 (provided that any remaining principal amount of this Security shall
be at least $1,000) at the Redemption Price, together with accrued interest to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. The Redemption Price shall be initially equal to
the Initial Redemption Price set forth on the face hereof on the Redemption
Commencement Date (plus accrued interest to the Redemption Commencement Date),
and shall decline (but not below par) on each anniversary of the Initial
Redemption Date by the Premium Reduction Amount set forth on the face hereof
until the Redemption


                                      -13-


Price is equal to 100% of such principal amount, plus accrued interest to the
date set for the redemption of this Security (the "Redemption Date"); provided,
however, that interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
If less than all of this Security is to be redeemed, the beneficial interests in
this Security to be redeemed shall be selected by the Trustee by such method as
the Trustee shall deem fair and appropriate.

In the event of redemption of this Security in part only, a new Security for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
surrender hereof.

     If so designated on the face of this Security, this Security may be
redeemed at the option of the Company, as a whole or from time to time in part,
upon not less than 30 nor more than 60 days' notice mailed to the Holder at his
address as it appears in the Security Register, on any date prior to its Stated
Maturity at a Redemption Price equal to 100% of the principal amount hereof plus
accrued interest to the Redemption Date (subject to the right of the Holder of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), plus a
Make-Whole Premium, if any.

     The amount of the "Make-Whole Premium" in respect of the principal amount
of this Security will be the excess, if any, of (i) the sum of the present
values, as of the Redemption Date of this Security, of (A) the respective
interest payments (exclusive of the amount of accrued interest to the Redemption
Date) on this Security that, but for such redemption, would have been payable on
their respective Interest Payment Dates after such Redemption Date, and (B) the
payment of such principal amount that, but for such redemption, would have been
payable on the Stated Maturity of this Security over (ii) the amount of such
principal to be redeemed. Such present values will be determined in accordance
with generally accepted principles of financial analysis by discounting the
amounts of such payments of interest and principal from their respective 


                                      -14-


Stated Maturities to such Redemption Date at a discount rate equal to the
Treasury Yield.

     The "Treasury Yield" in respect of this Security shall be determined as of
the date on which notice of redemption of this Security is sent to the Holder
hereof by reference to the most recent Federal Reserve Statistical Release H.15
(519) (or successor publication) which has become publicly available not more
than two Business Days prior to such date (or, if such Statistical Release (or
successor publication) is no longer published or no longer contains the
applicable data, to the most recently published issue of The Wall Street Journal
(Eastern Edition) published not more than two Business Days prior to such date
that contains such data or, if The Wall Street Journal (Eastern Edition) is no
longer published or no longer contains such data, to any publicly available
source of similar market data), and shall be the most recent weekly average
yield on actively traded U.S. Treasury Securities adjusted to a constant
maturity equal to the Remaining Life of this Security and, if applicable,
converted to a bond equivalent yield basis as described below. The "Remaining
Life of this Security" shall equal the number of years from the Redemption Date
to the Stated Maturity of this Security; provided that if the Remaining Life of
this Security is not equal to the constant maturity of a U.S. Treasury security
for which a weekly average yield is specified in the applicable source, then the
Remaining Life of this Security shall be rounded to the nearest one-twelfth of
one year and the Treasury Yield shall be obtained by linear interpolation
computed to the fifth decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth of a percentage point)),
after rounding to the nearest one-twelfth of one year, from the weekly average
yields of (a) the actively traded U.S. Treasury security with a maturity closest
to and less than the Remaining Life of this Security and (b) the actively traded
U.S. Treasury Security with a maturity closest to and greater than the Remaining
Life of this Security, except that if the Remaining Life of this Security is
less than three months, the weekly average yield on actively traded U.S.
Treasury securities adjusted to a constant maturity of three months shall be
used. The Treasury Yield shall, if expressed on a yield basis other than that
equivalent to a bond equivalent yield basis, be converted to a bond equivalent
yield basis and shall be computed to the fifth decimal place (one thousandth of
a percentage point) and then rounded to the fourth decimal place (one hundredth
of a percentage point).


                                      -15-


     If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series (or, in
the case of any Securities of this series that are Original Issue Discount
Securities, an amount of principal thereof determined in accordance with the
provisions of this Security set out in the next paragraph (the "Default
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.

     If this Security is an Original Issue Discount Security and if an Event of
Default with respect to the Securities of this series shall have occurred and be
continuing, the Default Amount of principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture. Such
Default Amount shall be equal to the adjusted issue price as at the first day of
the accrual period as determined under the United States Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder, in which the date
of acceleration occurs increased by the daily portion of the original issue
discount for each day in such accrual period ending on the date of acceleration,
as determined under the United States Internal Revenue Code of 1986, as amended
and the Treasury regulations thereunder. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on this
Security shall terminate.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.

     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 at least 66-2/3% 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 


                                      -16-


past defaults under the Indenture and their consequences. The principal amount
of an Original Issue Discount Security or a Security denominated in a Specified
Currency other than U.S. dollars that shall be deemed to be Outstanding for
purposes of the foregoing shall be determined as provided in the Indenture. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security or Securities 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 Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations (including,
in the case of any Security, certain additional limitations) therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in the Place of Payment, 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 Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of (i) if denominated in U.S. dollars, $1,000 and
integral multiples thereof or (ii) if denominated in a Specified Currency other
than U.S. dollars, the amount of such Specified Currency equivalent, at the noon
buying rate in The City of New York for cable transfers for such Specified
Currency (the "Exchange Rate") on the sixth Business Day in The City of New York
and in the country issuing such currency (or, for ECUs, Brussels) next preceding
the Original Issue Date, to U.S. $1,000 (rounded to the nearest 1,000 units of
such Specified Currency) and any greater amount that is an integral multiple of
1,000 units of such Specified Currency unless otherwise specified in the
applicable Pricing Supplement. The Securities of this series may be issued, in
whole or in part, in the form of one or more Securities 


                                      -17-


bearing the legend specified in the Indenture regarding certain restrictions on
registration of transfer and exchange and issued to The Depository Trust Company
as depositary for the Securities of this series (the "Depositary") or its
nominee and registered in the name of the Depositary or such nominee. As
provided in the Indenture and subject to certain limitations (including, in the
case of any Security, certain additional limitations) therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     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 Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                      -18-


                              ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
the within Security, 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 the right of
                      survivorship and not as tenants
                      in common

            UNIF GIFT MIN ACT - __________ Custodian _________
                                  (Cust)              (Minor)
                      under Uniform Gifts to Minors Act

                      ______________________________
                                 (State)

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

                      _____________________________


                                      -19-



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 ___________________________
/__________________________/

________________________________________________________________________________

________________________________________________________________________________
                  (Please Print or Typewrite Name and Address,
                     Including Postal Zip Code, of Assignee)

________________________________________________________________________________
the within Security and all rights thereunder, and hereby

irrevocably constitutes and appoints____________________________________________

________________________________________________________________________________

________________________________________________________________________________
to transfer said Security on the books of the Company, with

full power of substitution in the premises.


Dated:______________

Signature Guaranteed


____________________________________      ______________________________________
NOTICE: Signature must be guaranteed      NOTICE: The signature to this         
by a member firm of the New York Stock    assignment must correspond with the   
Exchange or a commercial bank or trust    name as written upon the face of the  
company.                                  within Security in every particular,  
                                          without alteration or enlargement or  
                                          any change whatever.                  


                                      -20-


                            OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or portion thereof specified below) pursuant to its
terms at a price qual to the principal amount thereof, together with interest to
the Optional Repayment Date, to the undersigned at

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
         (Please print or typewrite name and address of the undersigned)

     If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Securities to be
issued to the Holder for the portion of the within Security not being repaid (in
the absence of any such specification, one such Security will be issued for the
portion not being repaid): __________________.

Dated:  __________________                ______________________________________
                                          NOTICE: The signature on this Option
                                          to Elect Payment must correspond with
                                          the name as written upon the face of
                                          the within instrument in every
                                          particular without alteration or
                                          enlargement.

                                          SIGNATURE GUARANTEED


                                      -21-