INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.

FILED PURSUANT TO RULE 424(B)(5)
REG. NO. 333-55873
 
                   SUBJECT TO COMPLETION, DATED JULY 23, 1998
 
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 17, 1998)
 
                             TAMPA ELECTRIC COMPANY
                                  $50,000,000
                           REMARKETED NOTES DUE 2038
 
                                                               ISSUE PRICE: 100%
 
    The Remarketed Notes (the "Notes") due July 15, 2038 (the "Stated Maturity")
are being issued by Tampa Electric Company (the "Company"). The Notes will bear
interest, during interest rate periods (each an "Interest Rate Period"), at
rates established periodically as described herein, in a SPURS Mode, a Long Term
Rate Mode or a Commercial Paper Term Mode (each as defined below).
 
    The Notes initially will be in a SPURS Mode. For the period from the date of
initial issuance to, but excluding, July 15, 2001 (the "Initial SPURS
Remarketing Date"), the Notes will bear interest at an annual rate of   % (the
"Initial Interest Rate"). During this period, interest will be payable on each
January 15 and July 15, commencing on January 15, 1999. The Notes will be
mandatorily tendered for remarketing or repurchase on July 15, 2001. If
Citibank, N.A., as the initial SPURS Agent (the "Initial SPURS Agent"), elects
to purchase the Notes as described herein, the Notes will be subject to
mandatory tender to the Initial SPURS Agent on the Initial SPURS Remarketing
Date, except in the limited circumstances described herein, and will, for the
period (the "SPURS Period") from the Initial SPURS Remarketing Date to, but
excluding, July 15, 2011, bear interest at the SPURS Interest Rate (as defined
below). If the Initial SPURS Agent does not purchase the Notes on the Initial
SPURS Remarketing Date, the Notes will cease to be in the initial SPURS Mode,
the Initial SPURS Remarketing Date will constitute an interest rate adjustment
date (an "Interest Rate Adjustment Date") and, following remarketing, each Note
will bear interest at a rate or rates in a new SPURS Mode, the Long Term Rate
Mode or the Commercial Paper Term Mode. The Company will be obligated to
repurchase any Notes which are not successfully remarketed in a new interest
rate mode.
 
    The Notes are not subject to redemption by the Company prior to July 15,
2001. The Notes are subject to redemption by the Company on the Initial SPURS
Remarketing Date and on each Interest Rate Adjustment Date.
 
    The Notes will be issued in denominations of $100,000 and integral multiples
of $1,000 in excess thereof. Each Note will be issued in fully registered
book-entry form (a "Book-Entry Note") and will be represented by one or more
fully registered global securities (the "Global Securities") deposited with or
on behalf of The Depository Trust Company (the "Depositary") and registered in
the name of the Depositary or the Depositary's nominee. Interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary (with respect to its participants'
interest) and the Depositary's participants (with respect to owners of
beneficial interests in the Notes ("Beneficial Owners")). Except as described in
the Prospectus under "DESCRIPTION OF THE DEBT SECURITIES--Global Securities" and
"--Book-Entry Issuance," Beneficial Owners will not be entitled to receive
physical delivery of Debt Securities in definitive form and will not be
considered the holders thereof.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
      THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
              PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                              CRIMINAL OFFENSE.
 


                                                                                               UNDERWRITING       PROCEEDS TO
                                                                         PRICE TO PUBLIC(1)     DISCOUNT(2)      COMPANY(3)(4)
                                                                                                      
Remarketed Notes Due 2038..............................................       $                  $                 $

 
(1) Plus accrued interest, if any, from July   , 1998.
 
(2) The Company has agreed to indemnify the several Underwriters against
    liabilities under the Securities Act of 1933, as amended. See
    "UNDERWRITING."
 
(3) Before deducting expenses estimated to be $         .
 
(4) The proceeds to the Company include a premium paid by the Initial SPURS
    Agent for the right to require the mandatory tender of all outstanding
    Notes. See "DESCRIPTION OF THE NOTES--Mandatory Tender to the Initial Spurs
    Agent--Initial SPURS Agent."
 
    The Notes are offered by the Underwriters, subject to prior sale, when, as
and if issued to and accepted by the Underwriters and subject to certain other
conditions. The Underwriters propose to offer the Notes from time to time for
sale in negotiated transactions or otherwise, at prices relating to prevailing
market prices determined by the Underwriters at the time of each sale. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is anticipated that delivery of the Notes
will be made through the book-entry facilities of the Depositary on or about
July   , 1998, against payment therefor in immediately available funds.
 
CITICORP SECURITIES, INC.                             MORGAN STANLEY DEAN WITTER
 
                                 July   , 1998

    CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT COVERING TRANSACTIONS IN SUCH NOTES. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION.
 
                                      S-2

                                OFFERING SUMMARY
 
                                   
Notes Offered.......................  $50 million principal amount of Remarketed Notes due
                                      2038.
 
Stated Maturity.....................  July 15, 2038, subject to mandatory tender on July
                                      15, 2001.
 
Available Modes.....................  The Notes will bear interest at rates determined
                                      periodically as described herein, in the SPURS Mode,
                                      the Long Term Rate Mode or the Commercial Paper Term
                                      Mode (each an "Interest Rate Mode").
 
  SPURS Mode........................  The SPURS Mode is the Interest Rate Mode in which
                                      Notes bear interest and are subject to remarketing as
                                      Structured PUtable Remarketable Securities ("SPURS").
 
  Long Term Rate Mode...............  The Long Term Rate Mode is the Interest Rate Mode in
                                      which Notes bear interest during a period of more
                                      than 364 days.
 
  Commercial Paper Term
    Rate Mode.......................  The Commercial Paper Term Rate Mode is the Interest
                                      Rate Mode in which the interest rate on the
                                      applicable Notes is reset on a periodic basis not
                                      less than each calendar day nor more than 364
                                      consecutive calendar days.
 
Initial Mode........................  The Notes initially will be in a SPURS Mode. In this
                                      initial SPURS Mode, Notes will bear interest from the
                                      date of initial issuance to, but excluding, July 15,
                                      2001, at the Initial Interest Rate. If the Initial
                                      SPURS Agent exercises its right to purchase the Notes
                                      on July 15, 2001, the Notes will bear interest at the
                                      SPURS Interest Rate from July 15, 2001 to, but
                                      excluding, July 15, 2011.
 
Initial Interest Rate...............  The Notes will bear interest at the rate of    % per
                                      annum from July   , 1998 to, but excluding, July 15,
                                      2001.
 
Interest Payment Dates..............  January 15 and July 15, during the initial SPURS
                                      Mode, commencing on January 15, 1999, to the persons
                                      in whose name the Notes are registered on the 15th
                                      calendar day immediately preceding the applicable
                                      interest payment date.
 
Mandatory Tender to the Initial
  SPURS Agent.......................  The Initial SPURS Agent has the right to purchase all
                                      of the Notes, on July 15, 2001, at a price equal to
                                      100% of the principal amount thereof.
 
Mandatory Tender....................  If the Initial SPURS Agent does not purchase the
                                      Notes on July 15, 2001, the Notes will be subject to
                                      mandatory tender for redemption or for remarketing in
                                      a new Interest Rate mode at a price equal to 100% of
                                      the principal amount thereof.
 
Redemption or Conversion............  If the Initial SPURS Agent elects to purchase the
                                      Notes on July 15, 2001, the Company will have the
                                      right either (i) to redeem the Notes from the Initial
                                      SPURS Agent at a


 
                                      S-3

 
                                   
                                      premium to par or (ii) to convert the Notes to a new
                                      Interest Rate Mode and pay the Initial SPURS Agent a
                                      fee.
 
Special Mandatory Purchase..........  The Company will be obligated to purchase, on each
                                      Interest Rate Adjustment Date, any Notes which have
                                      not been successfully remarketed by a Remarketing
                                      Agent appointed by the Company (a "Remarketing
                                      Agent") at an aggregate purchase price equal to 100%
                                      of the principal amount thereof.
 
Ranking.............................  The Notes will be unsecured debt of the Company and
                                      rank on a parity with other unsecured and
                                      unsubordinated indebtedness of the Company.
 
Application of Proceeds.............  The net proceeds from the sale of the Notes will be
                                      used to repay short-term indebtedness and for general
                                      corporate purposes.
 
Form and Denomination...............  The Notes will be issued in denominations of $100,000
                                      and integral multiples of $1,000 in excess thereof.
                                      The Notes will be represented by registered Global
                                      Securities registered in the name of Cede & Co., the
                                      partnership nominee of the Depositary, The Depository
                                      Trust Company. Beneficial interests in the Notes will
                                      be shown on, and transfers will be effected through,
                                      records maintained by the Depositary and its
                                      Participants (as defined in the accompanying
                                      Prospectus).


 
                                      S-4

                              RECENT DEVELOPMENTS
 
    The Company reported second quarter revenues of $379 million, including
recognition of $11.1 million of previously deferred revenues, which represented
an increase of 6.2% over revenues of $357 million during the second quarter of
1997, when $9.8 million of deferred revenues were recognized. Operating income
before income taxes for the second quarter was $84.9 million, representing an
increase of 7.6% over operating income before income taxes of $78.9 million
during the second quarter of 1997. The Company's business is divided into two
divisions: electric energy operations and natural gas operations.
 
    During the second quarter of 1998, the Company's electric energy division
generated revenues of $321 million, including recognition of $11.1 million of
previously deferred revenues, compared to $300 million during the second quarter
of 1997, when $9.8 million of deferred revenues were recognized. Operating
income before income taxes attributable to the Company's electric energy
division for the second quarter of 1998 was $80.2 million, compared to $72.5
million during the second quarter of 1997. Earnings from this division during
the second quarter of 1998 were favorably impacted by the recent warm weather,
with retail energy sales up over 5%, and by retail customer growth of
approximately 2.2%. The electric energy division's operations and maintenance
expenses were approximately the same in the second quarter of 1998 as the second
quarter of 1997.
 
    The Company's natural gas division, Peoples Gas System, reported quarterly
operating income before income taxes of $4.7 million on revenues of $58 million,
compared to 1997 second quarter operating income before income taxes of $6.4
million on revenues of $57 million. The natural gas division's second quarter
1998 operating income was negatively impacted by $1.6 million of costs
associated with the Company's previously announced decision to discontinue that
division's appliance sales and service business.
 
                            APPLICATION OF PROCEEDS
 
    The net proceeds from the offering of the Notes are estimated to be
approximately $         million. The Company expects to use the net proceeds
from the offering of the Notes to repay short-term indebtedness and for general
corporate purposes. Pending such uses, the net proceeds will be invested by the
Company in short-term money market instruments. At July 15, 1998, the company
had $146.3 million of short-term debt outstanding at a weighted-average interest
rate of approximately 5.56%.
 
                            DESCRIPTION OF THE NOTES
 
    The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms of the Debt Securities
(as defined in the accompanying Prospectus) set forth under the caption
"DESCRIPTION OF THE DEBT SECURITIES" in the accompanying Prospectus, to which
description reference is hereby made. Capitalized terms not defined herein have
the meanings set forth in the Indenture, dated as of July 1, 1998 (as amended
and supplemented by the First Supplemental Indenture thereto, the "Indenture"),
between the Company and The Bank of New York as trustee (the "Trustee").
 
    The following summaries of certain provisions of the Indenture do not
purport to be complete, and are subject to, and are qualified in their entirety
by reference to, the provisions of the Indenture, the form of which has been
filed with the Securities and Exchange Commission (the "Commission") as an
exhibit to the Registration Statement of which the Prospectus forms a part. The
Indenture provides for the issuance from time to time of various series of Debt
Securities, including the Notes offered hereby. Each series may differ as to
terms, including maturity, interest rate, redemption and sinking fund
provisions, covenants, and events of default. As of July   , 1998, the Company
had no Debt Securities outstanding under the Indenture. For purposes of the
following description, unless otherwise indicated, a Business Day shall be
 
                                      S-5

any day that is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.
 
GENERAL
 
    The Notes offered hereby will be unsubordinated and unsecured obligations of
the Company and will rank PARI PASSU in right of payment with all other
unsubordinated and unsecured indebtedness of the Company. The Notes will not
limit other indebtedness or securities that may be incurred or issued by the
Company or any of its subsidiaries or contain financial or similar restrictions
of the Company or any of its subsidiaries. The Notes do not have a sinking fund.
 
    The Notes will be issued in fully registered form, without coupons, in
minimum denominations of $100,000 or integral multiples of $1,000 in excess
thereof. The Notes initially will be issued as Global Securities. See
"DESCRIPTION OF THE DEBT SECURITIES--Global Securities" and "--Book-Entry
System" in the accompanying Prospectus for additional information concerning the
Notes, the Indenture and the book-entry system. The Depository Trust Company
will be the depositary with respect to the Notes. Settlement of the sale of the
Notes to the Underwriters will be in immediately available funds. The Notes will
trade in the Depositary's Same-Day Funds Settlement System until maturity or
earlier redemption, as the case may be, and secondary market trading activity in
the Notes will therefore settle in immediately available funds. All payments of
principal and interest will be made by the Company in immediately available
funds to the Depositary in the City of New York.
 
PRINCIPAL AND MATURITY
 
    The Notes will be limited to $50,000,000 in aggregate principal amount and
will mature on July 15, 2038.
 
INTEREST
 
    The Notes will bear interest at % per annum (assuming a 360-day year
consisting of twelve 30-day months) for the period from July   , 1998 to, but
excluding, July 15, 2001 (the "Initial SPURS Remarketing Date"). If Citibank,
N.A., as the Initial SPURS Agent, elects to remarket the Notes (except in the
limited circumstances described herein): (a) the Notes will be subject to
mandatory tender to the Initial SPURS Agent at 100% of the aggregate principal
amount thereof for remarketing on the Initial SPURS Remarketing Date, on the
terms and subject to the conditions described herein, and (b) during the period
(the "SPURS Period") from the Initial SPURS Remarketing Date to, but excluding,
July 15, 2011, the Notes will bear interest at the rate determined by the
Initial SPURS Agent in accordance with the procedures set forth below (the
"SPURS Interest Rate"). If the Initial SPURS Agent does not purchase the Notes
on the Initial SPURS Remarketing Date, the Notes will cease to be in the initial
SPURS Mode, the Initial SPURS Remarketing Date will constitute an Interest Rate
Adjustment Date and the Notes automatically will be subject to mandatory tender
at 100% of the principal amount thereof for redemption on such date by the
Company or for remarketing on such date by a Remarketing Agent in a new SPURS
Mode, a Long Term Rate Mode or a Commercial Paper Term Mode.
 
    During the initial SPURS Mode, interest on the Notes will be payable
semi-annually on January 15 and July 15 of each year (each, an "Interest Payment
Date"), commencing January 15, 1999, to the persons in whose name the Notes are
registered on the 15th calendar day (whether or not a Business Day) immediately
preceding the related Interest Payment Date (each a "Regular Record Date").
 
MANDATORY TENDER TO THE INITIAL SPURS AGENT
 
    ELECTION TO REMARKET.  Provided that the Initial SPURS Agent gives notice to
the Company and the Trustee on a Business Day not later than five Business Days
prior to the Initial SPURS Remarketing Date of its intention to purchase the
Notes for remarketing (the "Initial Notification Date"), each of the Notes
 
                                      S-6

will be automatically tendered to the Initial SPURS Agent for purchase on the
Initial SPURS Remarketing Date, except in the circumstances described under
"--Conversion or Redemption Following Election by Initial SPURS Agent to
Remarket." and "--Failure of Initial SPURS Agent to Remarket." The purchase
price for the tendered Notes to be paid by the Initial SPURS Agent will be equal
to 100% of the aggregate principal amount thereof. See "--Notification of
Results; Settlement." When the Notes are tendered to the Initial SPURS Agent for
remarketing, the Initial SPURS Agent may remarket the Notes for its own account
at varying prices to be determined by the Initial SPURS Agent at the time of
each sale. If the Initial SPURS Agent elects to remarket the Notes, the
obligation of the Initial SPURS Agent to purchase the Notes on the Initial SPURS
Remarketing Date is subject to certain conditions. See "--Initial SPURS Agent."
If the Initial SPURS Agent purchases the Notes, during the SPURS Period, the
Notes will bear interest at the SPURS Interest Rate.
 
    SPURS INTEREST RATE.  The SPURS Interest Rate will be determined by the
Initial SPURS Agent by 3:30 p.m., New York City time, on the third Business Day
immediately preceding the Initial SPURS Remarketing Date (the "Initial
Determination Date") to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and will be equal to the sum of 5.41% (the "Base Rate") and
the Applicable Spread (as defined below), which will be based on the Dollar
Price (as defined below) of the Notes.
 
    For the purpose of determining the SPURS Interest Rate, the following terms
have the following meanings:
 
    "Applicable Spread." The lowest bid indication, expressed as a spread (in
the form of a percentage or in basis points) above the Base Rate, obtained by
the Initial SPURS Agent on the Initial Determination Date from the bids quoted
by five Reference Corporate Dealers (as defined below) for the full aggregate
outstanding principal amount of the Notes at the Dollar Price, but assuming (a)
an issue date that is the Initial SPURS Remarketing Date, with settlement on
such date without accrued interest, (b) a maturity date of July 15, 2011 and (c)
a stated annual interest rate equal to the Base Rate plus the spread bid by the
applicable Reference Corporate Dealer. If fewer than five Reference Corporate
Dealers bid as described above, then the Applicable Spread shall be the lowest
of such bid indications obtained as described above. The SPURS Interest Rate
announced by the Initial SPURS Agent, absent manifest error, shall be binding
and conclusive upon the Beneficial Owners, the Holders (as defined in the
Indenture) of the Notes, the Company and the Trustee.
 
    "Comparable Treasury Issues." The United States Treasury security or
securities selected by the SPURS Agent as having an actual or interpolated
maturity of July 15, 2011.
 
    "Comparable Treasury Price." With respect to the Initial SPURS Remarketing
Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each
case as a percentage of its principal amount) at 11:00 a.m. on the Initial
Determination Date, as set forth on Telerate Page 500 (or such other page as may
replace Telerate Page 500) or (b) if such page (or any successor page) is not
displayed or does not contain such offer prices on such date, (i) the average of
the Reference Treasury Dealer Quotations (as defined below) on the Initial
Determination Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii), if the SPURS Agent obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations. "Telerate Page 500" means the display designated as
"Telerate Page 500" on Dow Jones Markets (or such other page as may replace
Telerate Page 500 on such service) or such other service displaying the offer
prices specified in (a) above as may replace Dow Jones Markets.
 
    "Dollar Price." With respect to the Notes, the present value, as of the
Initial SPURS Remarketing Date, of the Remaining Scheduled Payments (as defined
below) discounted to the Initial SPURS Remarketing Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below).
 
                                      S-7

    "Reference Corporate Dealers." Each of Citicorp Securities, Inc., Morgan
Stanley & Co. Incorporated, Bear Stearns & Co. Inc., Chase Securities Inc. and
Goldman, Sachs & Co. and their respective successors; provided, that, if any of
the foregoing or their affiliates shall cease to be a leading dealer of publicly
traded debt securities of the Company (a "Primary Corporate Dealer"), the
Initial SPURS Agent shall substitute therefor another Primary Corporate Dealer.
 
    "Reference Treasury Dealer." Each of Citicorp Securities, Inc., Morgan
Stanley & Co. Incorporated, Bear Stearns & Co. Inc., Chase Securities Inc. and
Goldman, Sachs & Co. and their respective successors; provided, that, if any of
the foregoing or their affiliates shall cease to be a primary U.S. Government
securities dealer (a "Primary Treasury Dealer"), the Initial SPURS Agent shall
substitute therefor another Primary Treasury Dealer.
 
    "Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and the Initial SPURS Remarketing Date, the offer prices for the
Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted in writing to the Initial SPURS Agent by such Reference
Treasury Dealer by 3:30 p.m., New York City time on the Initial Determination
Date.
 
    "Remaining Scheduled Payments." With respect to the Notes, the remaining
scheduled payments of the principal thereof and interest thereon, calculated at
the Base Rate only, that would be due after the Initial SPURS Remarketing Date
to and including July 15, 2011.
 
    "Treasury Rate." With respect to the Initial SPURS Remarketing Date, the
rate per annum equal to the semi-annual equivalent yield to maturity or
interpolated (on a day count basis) yield to maturity of the Comparable Treasury
Issues (as defined above), assuming a price for the Comparable Treasury Issues
(expressed as a percentage of its principal amount), equal to the Comparable
Treasury Price (as defined above) for such Initial SPURS Remarketing Date.
 
    NOTIFICATION OF RESULTS; SETTLEMENT.  Provided the Initial SPURS Agent has
previously notified the Company and the Trustee on the Initial Notification Date
of its intention to purchase all tendered Notes on the Initial SPURS Remarketing
Date, the Initial SPURS Agent will notify the Company, the Trustee and the
Depositary by telephone, confirmed in writing, by 4:00 p.m., New York City time,
on the Initial Determination Date, of the SPURS Interest Rate.
 
    All the tendered Notes will be automatically delivered to the account of the
Trustee, by book-entry through the Depositary pending payment of the purchase
price therefor, on the Initial SPURS Remarketing Date.
 
    The Initial SPURS Agent will make or cause the Trustee to make payment to
the Participant of each tendering Beneficial Owner of Notes, by book-entry
through the Depositary by the close of business on the Initial SPURS Remarketing
Date against delivery through the Depositary by the close of business on the
Initial SPURS Remarketing Date of such Beneficial Owner's tendered Notes.
 
    The transactions described above will be executed on the Initial SPURS
Remarketing Date through the Depositary in accordance with the procedures of the
Depositary, and the accounts of the respective Participants will be debited and
credited and the Notes delivered by book-entry as necessary to effect the
purchases and sales thereof.
 
    Transactions involving the sale and purchase of Notes remarketed by the
Initial SPURS Agent during the SPURS Period will settle in immediately available
funds through the Depositary's Same-Day Funds Settlement System.
 
    The tender and settlement procedures described above, including provisions
for payment by purchasers of Notes in the remarketing or for payment to selling
Beneficial Owners of tendered Notes, may be modified, notwithstanding any
contrary terms of the Indenture, to the extent required by the Depositary or, if
the book-entry system is no longer available for the Notes at the time of the
remarketing, to the extent required to facilitate the tendering and remarketing
of Notes in certificated form. In addition, the
 
                                      S-8

Initial SPURS Agent may, notwithstanding any contrary terms of the Indenture,
modify the settlement procedures set forth above in order to facilitate the
settlement process.
 
    As long as the Depositary's nominee holds the certificates representing any
Notes in the book-entry system of the Depositary, no certificates for such Notes
will be delivered by any selling Beneficial Owner to reflect any transfer of
such Notes effected in the remarketing. In addition, under the terms of the
Notes and the Initial SPURS Remarketing Agreement (as defined below), the
Company has agreed that, notwithstanding any provision to the contrary set forth
in the Indenture, (a) it will use reasonable commercial efforts to maintain the
Notes in book-entry form with the Depositary or any successor thereto and to
appoint a successor depositary to the extent necessary to maintain the Notes in
book-entry form and (b) it will waive any discretionary right it otherwise has
under the Indenture to cause the Notes to be issued in certificated form.
 
    For further information with respect to transfers and settlement through the
Depositary, see "DESCRIPTION OF THE DEBT SECURITIES--Book-Entry Issuance" in the
accompanying Prospectus.
 
    INITIAL SPURS AGENT.  On or prior to the date of original issuance of the
Notes, the Company and the Initial SPURS Agent will enter into a SPURS
Remarketing Agreement (the "Initial SPURS Remarketing Agreement").
 
    The Initial SPURS Agent will not receive any fees or reimbursement of
expenses from the Company in connection with the remarketing. If the Initial
SPURS Remarketing Agreement is terminated at the option of the Initial SPURS
Agent based upon the occurrence of any of certain specified termination events,
the Company may be obligated thereunder to reimburse the Initial SPURS Agent for
all of its reasonable out-of-pocket expenses. In addition, in the event of
certain specified termination events, the Company will be obligated to pay to
the Initial SPURS Agent the fair market value, calculated as set forth in the
Initial SPURS Remarketing Agreement, of the Initial SPURS Agent's right to
purchase and remarket the Notes pursuant to the Initial SPURS Remarketing
Agreement.
 
    The Company will agree to indemnify the Initial SPURS Agent against certain
liabilities, including liabilities under the Securities Act, arising out of or
in connection with its duties under the Initial SPURS Remarketing Agreement.
 
    In the event that the Initial SPURS Agent elects to remarket the Notes as
described herein, the obligation of the Initial SPURS Agent to purchase Notes
from tendering Beneficial Owners of Notes will be subject to several conditions
precedent set forth in the Initial SPURS Remarketing Agreement, including the
conditions that, since the Initial Notification Date, no material adverse change
in the consolidated financial condition, stockholders' equity, results of
operations, business or prospects of the company and its subsidiaries considered
as one enterprise has occurred, and that no Event of Default (as defined in the
Indenture), or any event which, with the giving of notice or passage of time, or
both, would constitute an Event of Default, has occurred and is continuing with
respect to the Notes. In addition, the Initial SPURS Remarketing Agreement will
provide for the termination thereof, or redetermination of the SPURS Interest
Rate, by the Initial SPURS Agent on or before the Initial SPURS Remarketing
Date, upon the occurrence of certain events.
 
    No Beneficial Owner of any Notes shall have any rights or claims under the
Initial SPURS Remarketing Agreement or against the Company or the Initial SPURS
Agent as a result of the Initial SPURS Agent not purchasing the Notes.
 
    The Initial SPURS Remarketing Agreement will also provide that the Initial
SPURS Agent may submit its resignation at any time as the Initial SPURS Agent,
such resignation to be effective 10 business days after the delivery to the
Company and the Trustee of notice of such resignation. In such case, it shall be
the sole obligation of the Company to appoint a successor SPURS Agent.
 
                                      S-9

    The Initial SPURS Agent, in its individual or any other capacity, may buy,
sell, hold and deal in any of the Notes. The Initial SPURS Agent may exercise
any vote to join in any action that any Beneficial Owner of Notes may be
entitled to exercise or take with like effect as if it did not act in any
capacity under the Initial SPURS Remarketing Agreement. The Initial SPURS Agent,
in its individual capacity, either as principal or agent, may also engage in or
have an interest in any financial or other transaction with the Company as
freely as if it did not act in any capacity under the Initial SPURS Remarketing
Agreement.
 
    The summaries herein of certain provisions of the Initial SPURS Remarketing
Agreement do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, the provisions of the Initial SPURS Remarketing
Agreement.
 
    CONVERSION OR REDEMPTION FOLLOWING ELECTION BY THE INITIAL SPURS AGENT TO
REMARKET.  If the Initial SPURS Agent elects to remarket the Notes on the
Initial SPURS Remarketing Date, the Notes will be subject to mandatory tender to
the Initial SPURS Agent for remarketing on such date, subject to the Company's
right to convert the Notes to a new Interest Rate Mode or to redeem the Notes
from the Initial SPURS Agent, in each case as described in the next sentence.
The Company will notify the Initial SPURS Agent and the Trustee not later than
the Business Day immediately preceding the Initial Determination Date if the
Company irrevocably elects to exercise its right to either convert the Notes to
a new Interest Rate Mode or to redeem the Notes from the Initial SPURS Agent at
the Optional Redemption Price (as defined below), in each case, on July 15,
2001.
 
    In the event that the Company irrevocably elects to convert the Notes to a
new Interest Rate Mode, then as of July 15, 2001 the Notes will be subject to
remarketing on such date by a Remarketing Agent appointed by the Company in a
new SPURS Mode, a Long Term Rate Mode or a Commercial Paper Term Mode
established by the Company in accordance with the procedures described below
under "-- Conversion to New Interest Rate Mode," provided that, in such case,
the notice required for conversion shall be given no later than the Initial
Determination Date. In such case, the Company shall pay to the Initial SPURS
Agent the excess of the Dollar Price of the Notes over 100% of the principal
amount of the Notes in same-day funds by wire transfer to an account designated
by the Initial SPURS Agent.
 
    In the event that the Company irrevocably elects to redeem the Notes from
the Initial SPURS Agent, the "Optional Redemption Price" shall be the greater of
(i) 100% of the principal amount of the Notes plus accrued and unpaid interest
and (ii) the Dollar Price. If the Company elects to redeem the Notes, it shall
pay the Optional Redemption Price in same-day funds by wire transfer to an
account designated by the Initial SPURS Agent on July 15, 2001.
 
    FAILURE OF INITIAL SPURS AGENT TO REMARKET.  In the event that the Initial
SPURS Agent for any other reason does not purchase the Notes on July 15, 2001,
the Notes automatically will be subject to mandatory tender at 100% of the
principal amount thereof for redemption on such date by the Company or, if the
Company at its option elects, for remarketing on such date by a Remarketing
Agent appointed by the Company in a new SPURS Mode, a Long Term Rate Mode or a
Commercial Paper Term Mode established by the Company in accordance with the
procedures described in "--Conversion to New Interest Rate Mode"; provided that
the notice period required for conversion shall be the lesser of ten (10) days
and the period commencing the date that the Initial SPURS Agent notifies the
Company that it will not purchase the Notes for remarketing on July 15, 2001 or
fails to so purchase, as the case may be.
 
CONVERSION TO NEW INTEREST RATE MODE
 
    GENERAL.  If the Company elects to convert the Notes to a new Interest Rate
Mode, on and after July 15, 2001, or, if the Initial SPURS Agent remarkets the
Notes as described above, on and after July 15, 2011, each Note at the option of
the Company will bear interest for designated Interest Rate Periods in the
Commercial Paper Term Mode, the SPURS Mode or the Long Term Rate Mode (together
the "Interest Rate Modes"). Each Note may bear interest in the same or a
different Interest Rate Mode from other Notes. The interest rate for the Notes
will be established periodically as described herein by a Remarketing
 
                                      S-10

Agent selected by the Company. The Company also may appoint one or more standby
remarketing agents for any Remarketing Agent (each, a "Standby Remarketing
Agent") on the terms described herein.
 
    Interest will be payable on any such Note at maturity and (i) for any
Interest Rate Period in the Commercial Paper Term Mode, on the interest rate
adjustment date (each an "Interest Rate Adjustment Date") commencing the next
succeeding Interest Rate Period for such Note and on such other dates (if any)
as will be established upon conversion of such Note to the Commercial Paper Term
Mode or upon remarketing of the Note in a new Interest Rate Period in the
Commercial Paper Term Mode; and (ii) in the Long Term Rate Mode or the SPURS
Mode, no less frequently than semiannually on such dates as will be established
upon conversion of such Note to the Long Term Rate Mode or the SPURS Mode (or
upon remarketing of the Note to a new Interest Rate Period in the Long Term Rate
Mode or the SPURS Mode, as the case may be) and set forth in the applicable
prospectus supplement, other remarketing document or the confirmation, in the
case of a fixed interest rate, or as described below under "--Floating Interest
Rates" in the case of a floating interest rate, and on the Interest Rate
Adjustment Date commencing the next succeeding Interest Rate Period (each such
date, an "Interest Payment Date"). Such interest will be payable to the holder
thereof as of the related record date (a "Record Date"), which, for any Note (x)
in the Commercial Paper Term Mode, is the Business Day prior to the related
Interest Payment Date; and (y) bearing interest in the Long Term Rate Mode or
the SPURS Mode, is 15 days prior to the related Interest Payment Date whether or
not a Business Day. If any Interest Payment Date would otherwise be a day that
is not a Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, and no interest will accrue on such payment for the
period from and after such Interest Payment Date to the date of such payment on
the next succeeding Business Day.
 
    Interest on Notes bearing interest in the Commercial Paper Term Mode or at a
floating interest rate during any Interest Rate Period in the Long Term Mode or
the SPURS Mode will be computed on the basis of actual days elapsed divided by
360; provided that, if an applicable Interest Rate Basis (as defined below) is
the CMT Rate or the Treasury Rate (each as defined below), interest will be
computed on the basis of actual days elapsed divided by the actual number of
days in the year. Interest on Notes bearing interest at a fixed rate in the Long
Term Rate Mode or the SPURS Mode will be computed on the basis of a year of 360
days consisting of twelve 30-day months.
 
    As used in this section, a Business Day shall be any day that is not a day
on which banking institutions in New York, New York are authorized or obligated
by law or executive order to close; provided, however, that with respect to
Notes in the Long Term Rate Mode or the SPURS Mode as to which LIBOR (as defined
below) is an applicable Interest Rate Basis, such day is also a London Business
Day (as defined below). "London Business Day" means (i) if the Index Currency
(as defined below) is other than European Currency Units ("ECU"), any day on
which dealings in such Index Currency are transacted in the London interbank
market or (ii) if the Index Currency is ECU, any day that does not appear as an
ECU non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on the page (and are not so
designated), is a day on which payments in ECU can be settled in the
international banking market.
 
    DETERMINATION OF INTEREST RATES.  The interest rate and, in the case of a
floating interest rate, the Spread (as defined below), if any, and the Spread
Multiplier (as defined below), if any, for any Note will be established by the
applicable Remarketing Agent in a remarketing (as described below) or otherwise
not later than the first day of each succeeding Interest Rate Period for such
Note, which must be a Business Day (each, an "Interest Rate Adjustment Date"),
and will be the minimum rate of interest and, in the case of a floating interest
rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment
of such Remarketing Agent to produce a par bid in the secondary market for such
Note on the date the interest rate is established. Such rate will be effective
for the next succeeding Interest Rate Period for such Note commencing on such
Interest Rate Adjustment Date.
 
                                      S-11

    In the event that (i) the applicable Remarketing Agent has been removed or
has resigned and no successor has been appointed, or (ii) such Remarketing Agent
has failed to announce the appropriate interest rate, Spread (if any) or Spread
Multiplier (if any), as the case may be, on the Interest Rate Adjustment Date
for any Note for whatever reason, or (iii) the appropriate interest rate, Spread
(if any), or Spread Multiplier (if any), as the case may be, or Interest Rate
Period cannot be determined for any Note for whatever reason, then the next
succeeding Interest Rate Period for such Note will be automatically converted to
a Weekly Rate Period (a Commercial Paper Term Period described below), and the
rate of interest thereon will be equal to the Federal Funds Rate (as defined
below; such rate of interest being referred to herein as the "Special Interest
Rate").
 
    After any Interest Rate Adjustment Date, any Beneficial Owner may contact
the Trustee or the Remarketing Agent in order to be advised of the interest rate
applicable to such Beneficial Owner's remarketed Notes. No notice of the
applicable interest rate will be sent to Beneficial Owners.
 
    The interest rate and other terms announced by the Remarketing Agent, absent
manifest error, will be binding and conclusive upon the Beneficial Owners, the
Company and the Trustee.
 
INTEREST RATE MODES
 
    The times specified below are subject to extension pursuant to standby
remarketing arrangements, if any, as provided herein. See
"--Remarketing--Interest Rate Adjustment Date; Determination of Interest Rate"
below.
 
    COMMERCIAL PAPER TERM MODE.  As used herein, "Commercial Paper Term Mode"
means, with respect to any Note, the Interest Rate Mode in which the interest
rate on such Note is reset on a periodic basis, which shall not be less than one
calendar day nor more than 364 consecutive calendar days and interest is paid as
provided for such Interest Rate Mode above under "--Conversion to New Interest
Rate Mode-- General." The Interest Rate Period for any Note in the Commercial
Paper Term Mode will be a period of not less than one nor more than 364
consecutive calendar days (a "Commercial Paper Term Period"), as determined by
the Company (as described below under "--Conversion Between Interest Rate
Modes") or, if not so determined, by the Remarketing Agent for such Note (in its
best judgment in order to obtain the lowest interest cost for such Note). Each
Commercial Paper Term Period will commence on the Interest Rate Adjustment Date
therefor and end on the day preceding the date specified by such Remarketing
Agent as the first day of the next Interest Rate Period for such Note. A "Weekly
Rate Period" is a Commercial Paper Term Period and will be a period of seven
days commencing on any Interest Rate Adjustment Date and ending on the day
preceding the first day of the next Interest Rate Period for such Note. The
interest rate for any Commercial Paper Term Period relating to a Note will be
determined not later than 11:50 a.m., New York City time, on the Interest Rate
Adjustment Date for such Note, which is the first day of each Interest Period
for such Note.
 
                                      S-12

    LONG TERM RATE MODE.  As used herein, "Long Term Rate Mode" means, with
respect to any Note, the Interest Rate Mode in which the interest rate on such
Note is reset in a Long Term Rate Period and interest is paid as provided for
such Interest Rate Mode above under "--Conversion to New Interest Rate
Mode--General" or below under "--Floating Interest Rates." The Interest Rate
Period for any Note in the Long Term Rate Mode will be established by the
Company (as described below under "--Conversion Between Interest Rate Modes") as
a period of more than 364 days and not exceeding the remaining term to the
Stated Maturity (a "Long Term Rate Period"). The interest rate, or Spread (if
any) and Spread Multiplier (if any) for any Note in the Long Term Rate Mode will
be determined not later than 11:50 a.m., New York City time, on the Interest
Rate Adjustment Date for such Note, which is the first day of each Interest Rate
Period for such Note.
 
    SPURS MODE.  As used herein, "SPURS Mode" means, with respect to any Note,
the Interest Rate Mode in which the Notes shall bear interest and be subject to
remarketing as Structured PUtable Remarketed Securities ("SPURS") by a
remarketing agent selected by the Company (a "SPURS Agent") as described under
"SPURS Mode" below. The Notes will initially be in a SPURS Mode, and the
provisions applicable while the Notes are in this initial SPURS Mode are found
above under "--Interest" and "--Mandatory Tender to the Initial SPURS Agent." If
any Notes are converted to a new SPURS Mode after the Initial SPURS Mode, the
provisions below "--SPURS Mode" will apply. So long as any Notes are in a new
SPURS Mode, the provisions set forth herein applicable to the remarketing of
Notes generally shall apply to such Notes only to the extent expressly provided
under "--SPURS Mode" below.
 
    The Interest Rate Period for any Note in the SPURS Mode will be established
by the Company (as described below under "--Conversion Between Interest Rate
Modes") as a period of more than 364 days and not exceeding the remaining term
to the Stated Maturity (a "SPURS Rate Period"). A SPURS Rate Period shall
consist of the period to and excluding the SPURS Remarketing Date (as defined
below) and the period from and including the SPURS Remarketing Date to but
excluding the next succeeding Interest Rate Adjustment Date, as described below
under "--SPURS Mode" and subject to the conditions therein and otherwise herein
described. The interest rate and, in the case of a floating interest rate, the
Spread (if any), and the Spread Multiplier (if any), to the SPURS Remarketing
Date for any Note in the SPURS Mode will be determined not later than 11:50
a.m., New York City time, on the Interest Rate Adjustment Date for such Note,
which for the SPURS Mode is the first day of each Interest Rate Period for such
Note.
 
CONVERSION BETWEEN INTEREST RATE MODES
 
    The Company may change the Interest Rate Mode at its option in the manner
described below.
 
    CONVERSION BETWEEN COMMERCIAL PAPER TERM PERIODS.  Each Note in a Commercial
Paper Term Period may be remarketed into the same Interest Rate Period or
converted at the option of the Company to a different Commercial Paper Term
Period on any Interest Rate Adjustment Date upon either receipt by the
Remarketing Agent and the Trustee of a notice, which will be submitted or
promptly confirmed in writing (which includes facsimile or appropriate
electronic media), from the Company (a "Conversion Notice") prior to 9:30 a.m.,
New York City time, or the remarketing of such Note, whichever occurs later, on
such Interest Rate Adjustment Date.
 
    CONVERSION FROM THE COMMERCIAL PAPER TERM MODE TO THE LONG TERM RATE MODE OR
THE SPURS MODE. Each Note in the Commercial Paper Term Mode may be converted at
the option of the Company to the Long Term Rate Mode or the SPURS Mode on any
Interest Rate Adjustment Date upon receipt not less than ten days prior to such
Interest Rate Adjustment Date by the Remarketing Agent and the Trustee of a
Conversion Notice from the Company.
 
    CONVERSION BETWEEN LONG TERM RATE PERIODS OR FROM THE LONG TERM RATE MODE OR
THE SPURS MODE TO THE COMMERCIAL PAPER TERM MODE, THE LONG TERM RATE MODE OR THE
SPURS MODE.  Each Note in a Long Term Rate Period may be remarketed in the same
Interest Rate Period or converted at the option of the
 
                                      S-13

Company to a different Long Term Rate Period or from the Long Term Rate Mode to
the Commercial Paper Term Mode or the SPURS Mode, or from the SPURS Mode to a
different SPURS Mode or to the Long Term Rate Mode or the Commercial Paper Term
Mode, on any Interest Rate Adjustment Date for such Note upon receipt by the
Trustee and the Remarketing Agent for such Note of a Conversion Notice from the
Company not less than ten days prior to such Interest Rate Adjustment Date;
provided that the notice required for conversion from the initial SPURS Mode
shall not be required until the latest of the day after the Initial SPURS Agent
notifies the Company that it will not purchase the Notes for remarketing, the
day the Initial SPURS Agent fails to so purchase the Notes or the day the
Company elects to convert the Notes to a new Interest Rate Mode after the
Initial SPURS Agent has elected to remarket the Notes.
 
    CONVERSION NOTICE.  Each Conversion Notice must state each Note to which it
relates and the new Interest Rate Mode (if applicable), the new Interest Rate
Period, the date of the applicable conversion (the "Conversion Date") and, with
respect to any Long Term Rate Period, any optional redemption or repayment terms
for each such Note. If the Company revokes a Conversion Notice or the Trustee
and the Remarketing Agent fail to receive a Conversion Notice from the Company
by the specified date in advance of the Interest Rate Adjustment Date for a
Note, the Note shall be converted automatically to the Weekly Rate Period.
 
    REVOCATION OR CHANGE OF CONVERSION NOTICE OR FLOATING INTEREST RATE
NOTICE.  The Company may, upon written notice received by the Trustee and the
applicable Remarketing Agent, revoke any Conversion Notice or Floating Interest
Rate Notice (as defined herein) or change the Interest Rate Mode to which such
Conversion Notice relates or change any Floating Interest Rate Notice up to 9:30
a.m., New York City time, on the Conversion Date, subject to the limitation set
forth in the next paragraph.
 
    LIMITATION ON CONVERSION, CHANGE OF CONVERSION NOTICE OR FLOATING INTEREST
RATE NOTICE AND REVOCATION. Notwithstanding the foregoing, the Company may not,
without the consent of the applicable Remarketing Agent, convert any Note or
revoke or change any Conversion Notice or Floating Interest Rate Notice at or
after the time at which such Remarketing Agent has determined the interest rate,
or Spread (if any) and Spread Multiplier (if any), for any Note being remarketed
(i.e., the time at which such Note has been successfully remarketed, subject to
settlement on the related Interest Rate Adjustment Date). The Remarketing Agent
may advise the Company of indicative rates from time to time, or at any time
upon the request of the Company, prior to making such determination of the
interest rate, Spread or Spread Multiplier, as the case may be.
 
TENDER OF NOTES
 
    Each Note will be automatically tendered for purchase, or deemed tendered
for purchase, on each Interest Rate Adjustment Date relating thereto. Notes will
be purchased on the Interest Rate Adjustment Date relating thereto as described
below.
 
REMARKETING
 
    When any Note is tendered for remarketing, the Remarketing Agent therefor
will use its reasonable efforts to remarket such Note on behalf of the
Beneficial Owner thereof at a price equal to 100% of the principal amount
thereof. The Remarketing Agent may purchase tendered Notes for its own account
in a remarketing, but will not be obligated to do so. The Company may offer to
purchase Notes in a remarketing, provided that the interest rate established
with respect to Notes in such remarketing is not different from the interest
rate that would have been established if the Company had not purchased such
Notes. Any Notes for which the Company shall have given a notice of redemption
to the Trustee and the Remarketing Agent will not be considered in a
remarketing.
 
                                      S-14

    INTEREST RATE ADJUSTMENT DATE; DETERMINATION OF INTEREST RATE.  By 11:00
a.m., New York City time, on the Interest Rate Adjustment Date for any Note, the
applicable Remarketing Agent will determine the interest rate for such Note
being remarketed to the nearest one hundred thousandth (0.00001) of one percent
per annum for the next Interest Rate Period in the case of a fixed interest
rate, and the Spread (if any) and Spread Multiplier (if any) in the case of a
floating interest rate; provided, that between 11:00 a.m., New York City time,
and 11:50 a.m., New York City time, the Remarketing Agent and the Standby
Remarketing Agent, if any, will use their reasonable efforts to determine the
interest rate for any Notes not successfully remarketed as of the applicable
deadline specified in this paragraph. In determining the applicable interest
rate for such Note and other terms, such Remarketing Agent will, after taking
into account market conditions as reflected in the prevailing yields on fixed
and variable rate taxable debt securities, (i) consider the principal amount of
all Notes tendered or to be tendered on such date and the principal amount of
such Notes prospective purchasers are or may be willing to purchase and (ii)
contact, by telephone or otherwise, prospective purchasers and ascertain the
interest rates therefor at which they would be willing to hold or purchase such
Notes.
 
    NOTIFICATION OF RESULTS; SETTLEMENT.  By 12:30 p.m., New York City time, on
the Interest Rate Adjustment Date of any Notes, the applicable Remarketing Agent
will notify the Company and the Trustee in writing (which may include facsimile
or other electronic transmission), of (i) the interest rate or, in the case of a
floating interest rate, the initial interest rate, the Spread and Spread
Multiplier and the initial Interest Reset Date (as defined below), applicable to
such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment
Date, (iii) the Interest Payment Dates for any Notes in the Commercial Paper
Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate
Mode or the SPURS Mode, (iv) the optional redemption terms, if any, and early
remarketing terms, if any, in the case of a remarketing into a Long Term Rate
Period, (v) the aggregate principal amount of tendered Notes and (vi) the
aggregate principal amount of such tendered Notes that such Remarketing Agent
was able to remarket, at a price equal to 100% of the principal amount thereof
plus accrued interest, if any. Immediately after receiving such notice and, in
any case, not later than 1:30 p.m., New York City time, the Trustee will
transmit such information and any other settlement information required by DTC
to DTC in accordance with DTC's procedures as in effect from time to time.
 
    By telephone at approximately 1:00 p.m., New York City time, on such
Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each
purchaser of Notes (or the DTC Participant of each such purchaser who it is
expected in turn will advise such purchaser) of the principal amount of such
Notes that such purchaser is to purchase.
 
    Each purchaser of Notes in a remarketing will be required to give
instructions to its DTC Participant to pay the purchase price therefor in same
day funds to the applicable Remarketing Agent against delivery of the principal
amount of such Notes by book-entry through DTC by 3:00 p.m., New York City time,
on the Interest Rate Adjustment Date.
 
    All tendered Notes will be automatically delivered to the account of the
Trustee (or such other account meeting the requirements of DTC's procedures as
in effect from time to time), by book-entry through DTC against payment of the
purchase price or redemption price therefor, on the Interest Rate Adjustment
Date relating thereto.
 
    The applicable Remarketing Agent will make, or cause the Trustee to make,
payment to the DTC participant of each tendering Beneficial Owner of Notes
subject to a remarketing, by book-entry through DTC by the close of business on
the Interest Rate Adjustment Date against delivery through DTC of such
Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that
have been sold in the remarketing. If any such Notes were purchased pursuant to
a Special Mandatory Purchase (as defined below), subject to receipt of funds
from the Company or, if applicable, an institution providing credit support, as
the case may be, the Trustee will make such payment of the purchase price of
such Notes plus accrued interest, if any, to such date.
 
                                      S-15

    The transactions described above for a remarketing of any Notes will be
executed on the Interest Rate Adjustment Date for such Notes through DTC in
accordance with the procedures of DTC, and the accounts of the respective DTC
Participants will be debited and credited and such Notes delivered by book-entry
as necessary to effect the purchases and sales thereof, in each case as
determined in the related remarketing.
 
    Except as otherwise set forth below under "--Purchase and Redemption of
Notes," any Notes tendered in a remarketing will be purchased solely out of the
proceeds received from purchasers of such Notes in such remarketing, and none of
the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or
the Company will be obligated to provide funds to make payment upon any
Beneficial Owner's tender in a remarketing.
 
    Although tendered Notes will be subject to purchase by a Remarketing Agent
in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will
not be obligated to purchase any such Notes.
 
    The settlement and remarketing procedures described above, including
provisions for payment by purchasers of tendered Notes or for payment to selling
Beneficial Owners of tendered Notes, may be modified to the extent required by
DTC. In addition, each Remarketing Agent may, in accordance with the terms of
the Indenture, modify the settlement and remarketing procedures set forth above
in order to facilitate the settlement and remarketing process.
 
    As long as DTC's nominee holds the certificates representing the Notes in
the book-entry system of DTC, no certificates for such Notes will be delivered
by any selling Beneficial Owner to reflect any transfer of Notes effected in any
remarketing.
 
    FAILED REMARKETING.  Notes not successfully remarketed will be subject to
Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The
procedures for a Special Mandatory Purchase are described below under
"--Purchase and Redemption of Notes--Special Mandatory Purchase."
 
PURCHASE AND REDEMPTION OF NOTES
 
    SPECIAL MANDATORY PURCHASE.  Subject to certain exceptions, if on any
Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent
and the applicable Standby Remarketing Agent(s) have not remarketed all such
Notes, the Notes that have not been remarketed are subject to Special Mandatory
Purchase by the Company. The Company is obligated to pay all accrued and unpaid
interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date.
Payment of the principal amount of unremarketed Notes by the Company, and
payment of accrued and unpaid interest, if any, by the Company, will be made by
deposit of same-day funds with the Trustee (or such other account meeting the
requirements of DTC's procedures as in effect from time to time) irrevocably in
trust for the benefit of the Beneficial Owners of Notes subject to Special
Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate
Adjustment Date.
 
    Failure by the Company to purchase Notes pursuant to a Special Mandatory
Purchase will constitute an Event of Default under the Indenture in which event
the date of such failure shall constitute a date of Maturity for such Notes and
the principal thereof may be declared due and payable in the manner and with the
effect provided in the Indenture. Following such failure to pay pursuant to a
Special Mandatory Purchase, such Notes will bear interest at the Special
Interest Rate as provided above under "--Conversion to New Interest Rate
Mode--Determination of Interest Rates."
 
    OPTIONAL REDEMPTION ON ANY INTEREST RATE ADJUSTMENT DATE.  Each Note will be
subject to redemption at the option of the Company in whole or in part on any
Interest Rate Adjustment Date relating thereto without notice to the holders
thereof at a redemption price equal to 100% of the principal amount thereof.
 
                                      S-16

    REDEMPTION WHILE NOTES ARE IN THE LONG TERM RATE MODE.  Any Notes in the
Long Term Rate Mode are subject to redemption at the option of the Company at
the times and upon the terms specified at the time of conversion to or within
such Long Term Rate Mode.
 
    ALLOCATION.  Except in the case of a Special Mandatory Purchase, if the
Notes are to be redeemed in part, DTC, after receiving notice of redemption
specifying the aggregate principal amount of Notes to be so redeemed, will
determine by lot (or otherwise in accordance with the procedures of DTC) the
principal amount of such Notes to be redeemed from the account of each DTC
Participant. After making its determination as described above, DTC will give
notice of such determination to each DTC Participant from whose account such
Notes are to be redeemed. Each such DTC Participant, upon receipt of such notice
will in turn determine the principal amount of Notes to be redeemed from the
accounts of the Beneficial Owners of such Notes for which it serves as DTC
Participant, and give notice of such determination to the Remarketing Agent.
 
SPURS MODE
 
    Except as otherwise specified in an applicable prospectus supplement or
other offering memorandum, if so designated by the Company prior to commencement
of an Interest Rate Period in accordance with the procedures described above
under "--Conversion to New Interest Rate Mode," during a period in which Notes
are in the SPURS Mode the Notes shall bear interest and be subject to
remarketing by a SPURS Agent designated by the Company as described below.
 
    GENERAL.  Each Note in the SPURS Mode will bear interest at the annual
interest rate established by the SPURS Agent from, and including, the Interest
Rate Adjustment Date commencing the Interest Rate Period for the SPURS Mode to,
but excluding, the date (the "SPURS Remarketing Date") designated at such time
by the SPURS Agent after consultation with the Company. Such interest rate will
be the minimum rate of interest and, in the case of a floating interest rate,
Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such
SPURS Agent to produce a par bid in the secondary market for such Note on the
date the interest rate is established. The designated SPURS Remarketing Date
shall be an Interest Payment Date within such Interest Rate Period. If the SPURS
Agent elects to remarket the Notes (except in the limited circumstances
described herein) (i) the Notes will be subject to mandatory tender to the SPURS
Agent at 100% of the principal amount thereof for remarketing on the SPURS
Remarketing Date, on the terms and subject to the conditions described herein,
and (ii) from, and including, the SPURS Remarketing Date to, but excluding, the
next succeeding Interest Rate Adjustment Date, the Notes will bear interest at
the rate determined by the SPURS Agent in accordance with the procedures set
forth below (the "SPURS Interest Rate"). See "--Tender; Remarketing" below.
 
    Under the circumstances described below, the Notes are subject to
remarketing in a new Interest Rate Mode or repurchase by the Company on the
SPURS Remarketing Date. See "--Conversion or Redemption Following Election by
the SPURS Agent to Remarket" below. If the SPURS Agent does not elect to
purchase the Notes for remarketing on the SPURS Remarketing Date or if the SPURS
Agent gives notice of its election to remarket the Notes but for any reason does
not purchase all tendered Notes on the SPURS Remarketing Date, then as of such
date the Notes will cease to be in the SPURS Mode, the SPURS Remarketing Date
will constitute an Interest Rate Adjustment Date, and the Notes will be subject
to remarketing on such date by a Remarketing Agent appointed by the Company in
the Commercial Paper Term Mode or the Long Term Rate Mode or a new SPURS Mode
established by the Company in accordance with the procedures described above
under "--Conversion to New Interest Rate Mode;" provided that, in such case, the
notice period required for conversion shall be the lesser of ten (10) days and
the period commencing the date that the SPURS Agent notifies the Company that it
will not purchase the Notes for remarketing on the SPURS Remarketing Date or
fails to so purchase, as the case may be.
 
                                      S-17

    TENDER; REMARKETING.  The following description sets forth the terms and
conditions of the remarketing of the Notes, in the event that the SPURS Agent
elects to purchase the Notes and remarkets the Notes on the SPURS Remarketing
Date.
 
    Provided that the SPURS Agent gives notice to the Company and the Trustee on
a Business Day not later than five (5) days prior to the SPURS Remarketing Date
of its intention to purchase the Notes for remarketing (the "Notification
Date"), each Note will be automatically tendered, or deemed tendered, to the
SPURS Agent for remarketing at the SPURS Interest Rate on the SPURS Remarketing
Date, except in the circumstances described above. The purchase price for the
tendered Notes to be paid by the SPURS Agent will equal 100% of the principal
amount thereof. See "--Notification of Results; Settlement" below. When the
Notes are tendered for remarketing, the SPURS Agent may remarket the Notes for
its own account at varying prices to be determined by the SPURS Agent at the
time of each sale. From, and including, the SPURS Remarketing Date to, but
excluding, the next succeeding Interest Rate Adjustment Date, the Notes will
bear interest at the SPURS Interest Rate. If the SPURS Agent elects to remarket
the Notes, the obligation of the SPURS Agent to purchase the Notes on the SPURS
Remarketing Date is subject to certain conditions. See "--The SPURS Agent."
 
    The SPURS Interest Rate shall be determined by the SPURS Agent by 3:30 p.m.,
New York City time, on the third Business Day immediately preceding the SPURS
Remarketing Date (the "Determination Date") to the nearest one
hundred-thousandth (0.00001) of one percent per annum and will be equal to the
Base Rate established by the SPURS Agent, after consultation with the Company,
at or prior to the commencement of the SPURS Mode (the "Base Rate"), plus the
Applicable Spread (as defined below), which will be based on the Dollar Price
(as defined below) of the Notes.
 
    For the purposes of such calculations, the following terms have the
following meanings:
 
    "Applicable Spread" means the lowest bid indication, expressed as a spread
(in the form of a percentage or in basis points) above the Base Rate, obtained
by the SPURS Agent on the Determination Date from the bids quoted by up to five
Reference Corporate Dealers (as defined below) for the full aggregate
outstanding principal amount of the Notes at the Dollar Price, but assuming (i)
an issue date equal to the SPURS Remarketing Date, with settlement on such date
without accrued interest, (ii) a maturity date equal to the next succeeding
Interest Rate Adjustment Date of the Notes, and (iii) a stated annual interest
rate, payable semiannually on each Interest Payment Date, equal to the Base Rate
plus the spread bid by the applicable Reference Corporate Dealer. If fewer than
five Reference Corporate Dealers bid as described above, then the Applicable
Spread shall be the lowest of such bid indications obtained as described above.
The SPURS Interest Rate announced by the SPURS Agent, absent manifest error,
shall be binding and conclusive upon the Beneficial Owners and holders of the
Notes, the Company and the Trustee.
 
    "Comparable Treasury Issues" means the United States Treasury security or
securities selected by the SPURS Agent as having an actual or interpolated
maturity or maturities comparable or applicable to the remaining term to the
next succeeding Interest Rate Adjustment Date of the Notes being purchased.
 
    "Comparable Treasury Price" means, with respect to the SPURS Remarketing
Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each
case as a percentage of its principal amount) at 11:00 a.m. on the Determination
Date, as set forth on Telerate Page 500 (or such other page as may replace
Telerate Page 500) or (b) if such page (or any successor page) is not displayed
or does not contain such offer prices on such Determination Date, (i) the
average of the Reference Treasury Dealer Quotations (as defined below) for such
SPURS Remarketing Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if the SPURS Agent obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations. "Telerate Page 500" means the display designated as
"Telerate Page 500" on Dow Jones Markets (or such other page as may replace
Telerate Page 500 on such service) or such other service displaying the offer
prices specified in (a) above as may replace Dow Jones Markets.
 
                                      S-18

    "Dollar Price" means, with respect to the Notes, the present value
determined by the SPURS Agent, as of the SPURS Remarketing Date, of the
Remaining Scheduled Payments (as defined below) discounted to the SPURS
Remarketing Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months), at the Treasury Rate (as defined below).
 
    "Reference Corporate Dealers" means such Reference Corporate Dealers as
shall be appointed by the SPURS Agent after consultation with the Company.
 
    "Reference Treasury Dealer" means such Reference Treasury Dealer as shall be
appointed by the SPURS Agent after consultation with the Company.
 
    "Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and the SPURS Remarketing Date, the offer prices for the
Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted in writing to the SPURS Agent by such Reference
Treasury Dealer by 3:30 p.m., New York City time, on the Determination Date.
 
    "Remaining Scheduled Payments" means, with respect to the Notes, the
remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate only, that would be due after the SPURS Remarketing
Date to and including the next succeeding Interest Rate Adjustment Date.
 
    "Treasury Rate" means, with respect to the SPURS Remarketing Date, the rate
per annum equal to the semiannual equivalent yield to maturity or interpolated
(on a day count basis) yield to maturity of the Comparable Treasury Issues (as
defined above), assuming a price for the Comparable Treasury Issues (expressed
as a percentage of its principal amount), equal to the Comparable Treasury Price
(as defined above) for such SPURS Remarketing Date.
 
    NOTIFICATION OF RESULTS; SETTLEMENT.  Provided the SPURS Agent has
previously notified the Company and the Trustee on the Notification Date of its
intention to purchase all tendered Notes on the SPURS Remarketing Date, the
SPURS Agent will notify the Company, the Trustee and DTC by telephone, confirmed
in writing, by 4:00 p.m., New York City time, on the Determination Date, of the
SPURS Interest Rate.
 
    All of the tendered Notes will be automatically delivered to the account of
the Trustee, by book-entry through DTC pending payment of the purchase price
therefor, on the SPURS Remarketing Date.
 
    In the event that the SPURS Agent purchases the tendered Notes on the SPURS
Remarketing Date, the SPURS Agent will make or cause the Trustee to make payment
to the DTC Participant of each tendering Beneficial Owner of Notes, by
book-entry through DTC by the close of business on the SPURS Remarketing Date
against delivery through DTC of such Beneficial Owner's tendered Notes. If the
SPURS Agent does not purchase all of the Notes on the SPURS Remarketing Date,
the Company may attempt to convert the Notes to a new Interest Rate Mode; the
interest rate will be determined as provided above in "--Conversion to New
Interest Rate Mode--Determination of Interest Rates;" and settlement will be
effected as described above under "--Remarketing--Notification of Results;
Settlement" or "--Failed Remarketing," as the case may be. In any case, the
Company will make or cause the Trustee to make payment of interest to each
Beneficial Owner of Notes due on the SPURS Remarketing Date by book-entry
through DTC by the close of business on the SPURS Remarketing Date.
 
    The transactions described above will be executed on the SPURS Remarketing
Date through DTC in accordance with the procedures of DTC, and the accounts of
the respective DTC participants will be debited and credited and the Notes
delivered by book-entry as necessary to effect the purchases and sales thereof.
 
    Transactions involving the sale and purchase of Notes remarketed by the
SPURS Agent on and after the SPURS Remarketing Date will settle in immediately
available funds through DTC's Same-Day Funds Settlement System.
 
                                      S-19

    The tender and settlement procedures described above, including provisions
for payment by purchasers of Notes in the remarketing or for payment to selling
Beneficial Owners of tendered Notes, may be modified to the extent required by
DTC or to the extent required to facilitate the tender and remarketing of Notes
in certificated form, if the book-entry system is no longer available for the
Notes at the time of the remarketing. In addition, the SPURS Agent may, in
accordance with the terms of the Indenture, modify the tender and settlement
procedures set forth above in order to facilitate the tender and settlement
process.
 
    As long as DTC's nominee holds the certificates representing any Notes in
the book-entry system of DTC, no certificates for such Notes will be delivered
by any selling Beneficial Owner to reflect any transfer of such Notes effected
in the remarketing. In addition, under the terms of the Notes and the SPURS
Remarketing Agreement (described below), the Company will agree that,
notwithstanding any provision to the contrary set forth in the Indenture, (i) it
will use reasonable commercial efforts to maintain the Notes in book-entry form
with DTC or any successor thereto and to appoint a successor depositary to the
extent necessary to maintain the Notes in book-entry form, and (ii) it will
waive any discretionary right it otherwise has under the Indenture to cause the
Notes to be issued in certificated form.
 
    THE SPURS AGENT.  If the Notes are to be remarketed in the SPURS Mode, the
Company and the SPURS Agent will enter into a SPURS Remarketing Agreement (a
"SPURS Remarketing Agreement"), the general terms and provisions of which are
summarized below.
 
    The SPURS Agent will not receive any fees or reimbursement of expenses from
the Company in connection with the remarketing in the SPURS Mode.
 
    The Company will agree to indemnify the SPURS Agent against certain
liabilities, including liabilities under the Securities Act, arising out of or
in connection with its duties under the SPURS Remarketing Agreement.
 
    In the event that the SPURS Agent elects to remarket the Notes as described
herein, the obligation of the SPURS Agent to purchase Notes from tendering
Beneficial Owners of Notes will be subject to several conditions precedent set
forth in the SPURS Remarketing Agreement, including the conditions that, since
the Notification Date, no material adverse change in the consolidated financial
condition, stockholders' equity, results of operations, business or prospects of
the Company and its subsidiaries, considered as one enterprise, shall have
occurred and that no Event of Default (as defined in the Indenture), or any
event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, with respect to the Notes shall have occurred
and be continuing. In addition, the SPURS Remarketing Agreement will provide for
the termination thereof, or redetermination of the SPURS Interest Rate, by the
SPURS Agent on or before the SPURS Remarketing Date, upon the occurrence of
certain events as set forth in the SPURS Remarketing Agreement.
 
    No holder or Beneficial Owner of any Notes will have any rights or claims
under the SPURS Remarketing Agreement or against the SPURS Agent as a result of
the SPURS Agent not purchasing such Notes.
 
                                      S-20

    A SPURS Remarketing Agreement will also provide that the SPURS Agent may
resign at any time as SPURS Agent, such resignation to be effective 10 days
after the delivery to the Company and the Trustee of notice of such resignation.
In such case, it shall be the sole obligation of the Company to appoint a
successor SPURS Agent.
 
    The SPURS Agent, in its individual or any other capacity, may buy, sell,
hold and deal in any of the Notes. The SPURS Agent may exercise any vote or join
in any action that any Beneficial Owner of Notes may be entitled to exercise or
take with like effect as if it did not act in any capacity under the applicable
SPURS Remarketing Agreement. The SPURS Agent, in its individual capacity, either
as principal or agent, may also engage in or have an interest in any financial
or other transaction with the Company as freely as if did not act in any
capacity under the SPURS Remarketing Agreement.
 
    The summaries herein of certain provisions of a SPURS Remarketing Agreement
do not purport to be complete, and are subject to, and are qualified in their
entirety by reference to, the provisions of any SPURS Remarketing Agreement.
 
    CONVERSION OR REDEMPTION FOLLOWING ELECTION BY THE SPURS AGENT TO
REMARKET.  If the SPURS Agent elects to remarket the Notes on the SPURS
Remarketing Date, the Notes will be subject to mandatory tender to the SPURS
Agent for remarketing on such date, in each case subject to the conditions
described above under "--Tender; Remarketing" and to the Company's right to
either convert the Notes to a new Interest Rate Mode on the SPURS Remarketing
Date or to redeem the Notes from the SPURS Agent, in each case as described in
the next sentence. The Company will notify the SPURS Agent and the Trustee, not
later than the Business Day immediately preceding the Determination Date, if the
Company irrevocably elects to exercise its right to either convert the Notes to
a new Interest Rate Mode, or to redeem the Notes, in whole but not in part, from
the SPURS Agent at the Optional Redemption Price, in each case on the SPURS
Remarketing Date.
 
    In the event that the Company irrevocably elects to convert the Notes to a
new Interest Rate Mode, then as of the SPURS Remarketing Date the Notes will
cease to be in the SPURS Mode, the SPURS Remarketing Date will constitute an
Interest Rate Adjustment Date, and the Notes will be subject to remarketing on
such date by a Remarketing Agent appointed by the Company in the Commercial
Paper Term Mode or the Long Term Rate Mode or a new SPURS Mode established by
the Company in accordance with the procedures described above under
"--Conversion Between Interest Rate Modes," provided that, in such case, the
notice period required for conversion shall be the period commencing on the
Determination Date. In such case, the Company shall pay to the SPURS Agent the
excess of the Dollar Price of the Notes over 100% of the principal amount of the
Notes in same-day funds by wire transfer to an account designated by the SPURS
Agent on the SPURS Remarketing Date.
 
    In the event that the Company irrevocably elects to redeem the Notes, the
"Optional Redemption Price" shall be the greater of either (i) 100% of the
principal amount of the Notes or (ii) the Dollar Price, plus in either case
accrued and unpaid interest from the SPURS Remarketing Date on the principal
amount being redeemed to the date of redemption. If the Company elects to redeem
the Notes, it shall pay the redemption price therefor in same-day funds by wire
transfer to an account designated by the SPURS Agent on the SPURS Remarketing
Date.
 
FLOATING INTEREST RATES
 
    While any Note bears interest in the Long Term Rate Mode or the SPURS Mode
(with respect to the period from, and including, the Interest Rate Adjustment
Date commencing such period to, but excluding, the SPURS Remarketing Date), the
Company may elect a floating interest rate by providing notice, which will be
submitted or promptly confirmed in writing (which includes facsimile or
appropriate electronic media), received by the Trustee and the Remarketing Agent
for such Note (the "Floating Interest Rate Notice") not less than ten (10) days
prior to the Interest Rate Adjustment Date for such Long Term Rate or SPURS Rate
Period. The Floating Interest Rate Notice must identify by CUSIP number or
otherwise
 
                                      S-21

the portion of the Note to which it relates and state the Interest Rate Period
(or portion thereof, in the case of the SPURS Mode) therefor to which it
relates. Each Floating Interest Rate Notice must also state the Interest Rate
Basis or Bases, the initial Interest Reset Date, the Interest Reset Period and
Dates, the Interest Rate Period and Dates, the Index Maturity (as defined below)
and the Floating Rate Maximum Interest Rate (as defined below) and/or Floating
Rate Minimum Interest Rate (as defined below), if any. If one or more of the
applicable Interest Rate Bases is LIBOR or the CMT Rate, the Floating Interest
Rate Notice will also specify the Index Currency and Designated LIBOR Page or
the Designated CMT Maturity Index and Designated CMT Telerate Page,
respectively, as such terms are defined below.
 
    If any Note bears interest at a floating rate in a Long Term Rate Period or
SPURS Rate Period, such Note will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any,
specified by the Remarketing Agent, in the case of a Long Term Rate Period, or
the SPURS Agent, in the case of a SPURS Rate Period. Commencing on the Interest
Rate Adjustment Date for such Interest Rate Period, the rate at which interest
on such Note will be payable will be reset as of each Interest Reset Date during
such Interest Rate Period specified in the applicable Floating Interest Rate
Notice.
 
    The "Spread" is the number of basis points to be added to or subtracted from
the related Interest Rate Basis or Bases applicable to an Interest Rate Period
for such Note. The "Spread Multiplier" is the percentage of the related Interest
Rate Basis or Bases applicable to such Interest Rate Period by which such
Interest Rate Basis or Bases will be multiplied to determine the applicable
interest rate from time to time for such Long Term Rate Period or SPURS Rate
Period, as the case may be. The "Index Maturity" is the period to maturity of
the instrument or obligation with respect to which the related Interest Rate
Basis or Bases will be calculated.
 
    The applicable floating interest rate on any Note during any Interest Rate
Period will be determined by reference to the applicable Interest Rate Basis or
Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT Rate, (iii)
the Federal Funds Rate, (iv) LIBOR, (v) the Prime Rate, (vi) the Treasury Rate
or (vii) such other Interest Rate Basis or interest rate formula as may be
specified in the applicable Floating Interest Rate Notice (each, an "Interest
Rate Basis").
 
    Unless otherwise specified in the applicable Floating Interest Rate Notice,
the interest rate with respect to each Interest Rate Basis will be determined in
accordance with the applicable provisions below. Except as set forth above or in
the applicable Floating Interest Rate Notice, the interest rate in effect on
each day will be (i) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (ii), if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the most recent Interest Reset Date. If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date will be postponed to the next succeeding Business Day, unless LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, in which case such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Interest Rate Basis and the Interest Determination Date would
otherwise fall on an Interest Reset Date, then such Interest Reset Date will be
postponed to the next succeeding Business Day.
 
    The applicable Floating Interest Rate Notice will specify whether the rate
of interest will be reset daily, weekly, monthly, quarterly, semiannually or
annually or on such other specified basis (each, an "Interest Reset Period") and
the dates on which such rate of interest will be reset (each, an "Interest Reset
Date"). Unless otherwise specified in the applicable Floating Interest Rate
Notice, the Interest Reset Dates will be, in the case of a floating interest
rate which resets: (i) daily, each Business Day; (ii) weekly, the Wednesday of
each week (unless the Treasury Rate is an applicable Interest Rate Basis, in
which case the Tuesday of each week except as described below); (iii) monthly,
the third Wednesday of each month; (iv) quarterly, the third Wednesday of March,
June, September and December of each year,
 
                                      S-22

(v) semiannually, the third Wednesday of the two months specified in the
applicable Floating Interest Rate Notice; and (vi) annually, the third Wednesday
of the month specified in the applicable Floating Interest Rate Notice.
 
    The interest rate applicable to each Interest Reset Period commencing on the
related Interest Reset Date will be the rate determined as of the applicable
Interest Determination Date. The "Interest Determination Date" with respect to
the CD Rate, the CMT Rate, the Federal Funds Rate and the Prime Rate will be the
second Business Day immediately preceding the applicable Interest Reset Date;
and the "Interest Determination Date" with respect to LIBOR will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate will be the day
in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
will be such preceding Friday. If the interest rate of any Note is a floating
interest rate determined with reference to two or more Interest Rate Bases
specified in the applicable Floating Interest Rate Notice, the "Interest
Determination Date" pertaining to the Note will be the most recent Business Day
which is at least two Business Days prior to the applicable Interest Reset Date
on which each Interest Rate Basis is determinable. Each Interest Rate Basis will
be determined as of such date, and the applicable interest rate will take effect
on the related Interest Reset Date.
 
    Either or both of the following may also apply to the floating interest rate
on any Note for an Interest Rate Period: (i) a floating rate maximum interest
rate, or ceiling, that may accrue during any Interest Reset Period (the
"Floating Rate Maximum Interest Rate") and (ii) a floating rate minimum interest
rate, or floor, that may accrue during any Interest Reset Period (the "Floating
Rate Minimum Interest Rate"). In addition to any Floating Rate Maximum Interest
Rate that may apply, the interest rate on any Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States laws of general application.
 
    Except as provided below or in the applicable Floating Interest Rate Notice,
interest will be payable, in the case of floating interest rates which reset:
(i) daily, weekly or monthly, on the third Wednesday of each month; (ii)
quarterly, on the third Wednesday of March, June, September and December of each
year; (iii) semiannually, on the third Wednesday of the two months of each year
specified in the applicable Floating Interest Rate Notice; and (iv) annually, on
the third Wednesday of the month of each year specified in the applicable
Floating Interest Rate Notice and, in each case, on the Business Day immediately
following the applicable Long Term Rate Period or SPURS Rate Period, as the case
may be. If any Interest Payment Date for the payment of interest at a floating
rate (other than following the end of the applicable Long Term Rate Period or
SPURS Rate Period, as the case may be) would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that if LIBOR is an applicable Interest Rate
Basis and such Business Day falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding Business Day.
 
    All percentages resulting from any calculation of floating interest rates
will be rounded to the nearest one hundred thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used
in or resulting from such calculation will be rounded, in the case of United
States dollars, to the nearest cent or, in the case of a foreign currency or
composite currency, to the nearest unit (with one-half cent or unit being
rounded upwards).
 
                                      S-23

    Accrued floating rate interest will be calculated by multiplying the
principal amount of the applicable Note by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factor
calculated for each day in the applicable Interest Reset Period. Unless
otherwise specified in the applicable Floating Interest Rate Notice, the
interest factor for each such day will be computed by dividing the interest rate
applicable to such day by 360, if an applicable Interest Rate Basis is the CD
Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number
of days in the year if an applicable Interest Rate Basis is the CMT Rate or the
Treasury Rate. Unless otherwise specified in the applicable Floating Interest
Rate Notice, if the floating interest rate is calculated with reference to two
or more Interest Rate Bases, the interest factor will be calculated in each
period in the same manner as if only one of the applicable Interest Rate Bases
applied as specified in the applicable Floating Interest Rate Notice.
 
    Prior to having Notes remarketed with a floating interest rate, the Company
will select a calculation agent (the "Calculation Agent"). For any Note bearing
interest at a floating rate, the applicable Remarketing Dealer will determine
the interest rate in effect from the Interest Rate Adjustment Date for such Note
to the initial Interest Reset Date. The Calculation Agent will determine the
interest rate in effect for each Interest Reset Period thereafter. Upon request
of the Beneficial Owner of a Note, after any Interest Rate Adjustment Date, the
Calculation Agent or the Remarketing Dealer will disclose the interest rate and,
in the case of a floating interest rate, Interest Rate Basis or Bases, Spread
(if any) and Spread Multiplier (if any), and in each case the other terms
applicable to such Note then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to such Note. Except as described
herein with respect to a Note earning interest at floating rates, no notice of
the applicable interest rate, Spread (if any) or Spread Multiplier (if any) will
be sent to the Beneficial Owner of any Note.
 
    Unless otherwise specified in the applicable Floating Interest Rate Notice,
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 Maturity, as the case may be.
 
    CD RATE.  If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "CD Rate," the CD Rate means,
with respect to any Interest Determination Date relating to a Note for which the
interest rate is determined with reference to the CD Rate (a "CD Rate Interest
Determination Date"), the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified in the applicable
Floating Interest Rate Notice as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)," or, if not published by 3:00 p.m., New York City time, on
the related Calculation Date, the rate on such CD Rate Interest Determination
Date for negotiable United States dollar certificates of deposit of the Index
Maturity specified in the applicable Floating Interest Rate Notice as published
by the Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for United States Government Securities" or any
successor publication ("Composite Quotations") under the heading "Certificates
of Deposit." If such rate is not yet published in either H.15(519) or Composite
Quotations by 3:00 p.m., New York City time, on the related Calculation Date,
then the CD Rate on such CD Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers in negotiable United States
dollar certificates of deposit in the City of New York (which may include the
Remarketing Agent or its affiliates) selected by the Calculation Agent, after
consultation with the Company, for negotiable United States dollars certificates
of deposit of major United States money center banks for negotiable certificates
of deposit with a remaining maturity closest to the Index Maturity specified in
the applicable Floating Interest Rate Notice in an amount that is representative
for a single transaction in that market at that time; provided, however, that if
 
                                      S-24

the dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.
 
    CMT RATE.  If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "CMT Rate," the CMT Rate means,
with respect to any Interest Determination Date relating to a Note for which the
interest rate is determined with reference to the CMT Rate (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption "...Treasury Constant Maturities ... Federal
Reserve Board Release H.15 ... Mondays Approximately 3:45 P.M.," under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified in the Floating Interest Rate Notice,
for the week or the month, as applicable, ended immediately preceding the week
or the month, as applicable, 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 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 Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in 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 Remarketing Agent or its
affiliates) selected by the Calculation Agent after consultation with the
Company (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes") with
an original maturity of approximately the Designated CMT Maturity Index and 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, after consultation
with the Company, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S. $100 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, after consultation with the Company, are quoting as mentioned
herein, the CMT Rate determined as of such CMT Rate Interest Determination
 
                                      S-25

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, after consultation with
the Company, 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 Markets
(or any successor service) on the page specified in the applicable Floating
Interest Rate Notice (or any other page as may replace such page on such 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 Floating
Interest Rate Notice, the shall be 7052 for the most recent week.
 
    "Designated CMT Maturity Index" means the original period to maturity of the
United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Floating Interest Rate Notice with respect to which
the CMT Rate will be calculated. If no such maturity is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Maturity Index
shall be 2 years.
 
    FEDERAL FUNDS RATE.  If an Interest Rate Basis for any Note is specified in
the applicable Floating Interest Rate Notice, as the "Federal Funds Rate", the
Federal Funds Rate means, with respect to any Interest Determination Date
relating to a Note for which the interest rate is determined with reference to
the Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the
rate on such date for United States dollar federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not published by
3:00 p.m., New York City time, on the Calculation Date, the rate on such Federal
Funds Rate Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such rate is not published
in either H.15(519) or Composite Quotations by 3:00 p.m., New York City time, on
the related Calculation Date, then the Federal Funds Rate on such Federal Funds
Rate Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of federal
funds transactions in The City of New York (which may include the Remarketing
Agent or its affiliates) selected by the Calculation Agent after consultation
with the Company, prior to 9:00 a.m., New York City time, on such Federal Funds
Rate Interest Determination Date; PROVIDED, HOWEVER, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.
 
    LIBOR.  If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as "LIBOR," LIBOR means the rate
determined by the Calculation Agent as of the applicable Interest Determination
Date (a "LIBOR Interest Determination Date") in accordance with the following
provisions:
 
        (i) If (a) "LIBOR Reuters" is specified in the applicable Floating
    Interest Rate Notice, the arithmetic mean of the offered rates (unless the
    Designated LIBOR Page (as defined below) by its terms provides only for a
    single rate, in which case such single rate will be used) for deposits in
    the Index Currency having the Index Maturity specified in the applicable
    Floating Interest Rate Notice, commencing on the applicable Interest Reset
    Date, that appear (or, if only a single rate is required as aforesaid,
    appears) on the Designated LIBOR Page (as defined below) as of 11:00 a.m.,
    London time, on such LIBOR Interest Determination Date, or (b) "LIBOR
    Telerate" is specified in the applicable Floating Interest Rate Notice, or
    if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
    applicable Floating Interest Rate Notice as the method for calculating
    LIBOR, the rate for deposits in the Index Currency having the Index Maturity
    specified in the applicable Floating Interest Rate Notice, commencing on
    such Interest Reset Date, that appears on the Designated LIBOR
 
                                      S-26

    Page as of 11:00 a.m., London time, on such LIBOR Interest Determination
    Date. If fewer than two such offered rates appear, or if no such rate
    appears, as applicable, LIBOR on such LIBOR Interest Determination Date will
    be determined in accordance with the provisions described in clause (ii)
    below.
 
        (ii) With respect to a LIBOR Interest Determination Date on which fewer
    than two offered rates appear, or no rate appears, as the case may be, on
    the Designated LIBOR Page as specified in clause(i) above, the Calculation
    Agent will request the principal London offices of each of four major
    reference banks in the London interbank market, as selected by the
    Calculation Agent, after consultation with the Company, to provide the
    Calculation Agent with its offered quotation for deposits in the Index
    Currency for the period of the Index Maturity specified in the applicable
    Floating Interest Rate Notice, commencing on the applicable Interest Reset
    Date, to prime banks in the London interbank market at approximately 11:00
    a.m., London time, on such LIBOR Interest Determination Date and in a
    principal amount that is representative for a single transaction in such
    Index Currency in such market at such time. If at least two such quotations
    are so provided, then LIBOR on such LIBOR Interest Determination Date will
    be the arithmetic mean of such quotations. If fewer than two such quotations
    are so provided, then LIBOR on such LIBOR Interest Determination Date will
    be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in
    the applicable Principal Financial Center, on such LIBOR Interest
    Determination Date by three major banks in such Principal Financial Center
    selected by the Calculation Agent, after consultation with the Company, for
    loans in the Index Currency to leading European banks, having the Index
    Maturity specified in the applicable Floating Interest Rate Notice and in a
    principal amount that is representative for a single transaction in such
    Index Currency in such market at such time; provided, however, that if the
    banks so selected by the Calculation Agent are not quoting as mentioned in
    this sentence, LIBOR determined as of such LIBOR Interest Determination Date
    will be LIBOR in effect on such LIBOR Interest Determination Date.
 
    "Index Currency" means the currency or composite currency specified in the
applicable Floating Interest Rate Notice as to which LIBOR will be calculated.
If no such currency or composite currency is specified in the applicable
Floating Interest Rate Notice, the Index Currency will be United States dollars.
 
    "Principal Financial Center" means the capital city of the country issuing
the Index Currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
and ECUs, the Principal Financial Center will be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.
 
    "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in the
applicable Floating Interest Rate Notice, the display on the Reuter Monitor
Money Rates Service (or any successor service), on the page specified in such
Floating Interest Rate Notice (or any other page as may replace such page on
such service) for the purpose of displaying the London interbank rates of major
banks for the Index Currency, or (b) if "LIBOR Telerate" is specified in the
applicable Floating Interest Rate Notice or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified in the applicable Floating Interest Rate Notice as the
method for calculating LIBOR, the display on the Dow Jones Markets (or any
successor service) on the page specified in such Floating Interest Rate Notice
(or any other page as may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for the Index Currency.
 
                                      S-27

    PRIME RATE.  If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "Prime Rate," Prime Rate means,
with respect to any Interest Determination Date relating to a Note for which the
interest rate is determined with reference to the Prime Rate (a "Prime Rate
Interest Determination Date"), the rate on such date as such rate is published
in H.15(519) under the heading "Bank Prime Loan." If such rate is not published
prior to 3:00 p.m., New York City time, on the related Calculation Date, then
the Prime Rate will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen U.S. PRIME 1 Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date. If fewer than four such rates
appear on the Reuters Screen U.S. PRIME 1 Page for such Prime Rate Interest
Determination Date, the Prime Rate will be the arithmetic mean of the prime
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 four major money center banks (which may include the
Calculation Agent) in The City of New York selected by the Calculation Agent,
after consultation with the Company. If fewer than four such quotations are so
provided, the Prime Rate will be the arithmetic mean of four prime 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 as
furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by as many substitute banks or trust companies
(which may include the Calculation Agent) as necessary in order to obtain four
such prime rate quotations, provided such substitute banks or trust companies
are organized and doing business under the laws of the United States, or any
State thereof, have total equity capital of at least U.S. $500 million and are
each subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent, after consultation with the Company, to
provide such rate or rates; PROVIDED, HOWEVER, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
 
    "Reuters Screen U.S. PRIME 1 Page" means the display designated as page
"U.S. PRIME I" on the Reuter Monitor Money Rates Service (or any successor
service) on the U.S. PRIME 1 Page (or such other page as may replace the U.S.
PRIME 1 Page on such service) for the purpose of displaying prime rates or base
lending rates of major United States banks.
 
    TREASURY RATE.  If an Interest Rate Basis for any Note is specified in the
applicable Floating Interest Rate Notice as the "Treasury Rate," Treasury Rate
means, with respect to any Interest Determination Date relating to a Note for
which the interest rate is determined with reference to the Treasury Rate (a
"Treasury Rate Interest Determination Date"), as the rate from the auction held
on such Treasury Rate Interest Determination Date (the "Auction") of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
specified in the applicable Floating Interest Rate Notice, as such rate is
published in H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 p.m., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity specified in the applicable Floating
Interest Rate Notice are not reported as provided above by 3:00 p.m., New York
City time, on such Calculation Date, or if no such Auction is held, then the
Treasury Rate will be calculated by the Calculation Agent, and will be a yield
to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers (which may include the Remarketing
Agent or its affiliates) selected by the Calculation Agent, after consultation
with the Company, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable Floating Interest Rate
Notice; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate
determined as
 
                                      S-28

of such Treasury Rate Interest Determination Date will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
 
REMARKETING AGENTS
 
    THE REMARKETING AGREEMENT.  The Company and each Remarketing Agent for the
Notes will enter into a Remarketing Agreement. The summaries below are summaries
of certain expected provisions in such Remarketing Agreements and do not purport
to be complete and are subject to, and qualified in their entirety by, the
provisions of any Remarketing Agreement. The terms of the Initial SPURS
Remarketing Agreement are described under "--Mandatory Tender to Initial SPURS
Agent--Initial SPURS Agent." The general provisions of any other SPURS
Remarketing Agreement are described above under "-- SPURS Mode--The SPURS
Agent."
 
    FEES AND EXPENSES.  For its services in determining the interest rate and
remarketing Notes, each Remarketing Agreement is expected to provide that, the
Remarketing Agent will receive from the Company a fee to be determined in
accordance with the Remarketing Agreement. The Remarketing Agent may pay to
selected broker-dealers a portion of any fees it receives from the Company for
its services as Remarketing Agent reflecting Notes sold through such
broker-dealers to purchasers in remarketings.
 
    INDEMNIFICATION OF REMARKETING AGENT.  The Company, if applicable, will
agree to indemnify the Remarketing Agent against certain liabilities, including
liabilities under the Securities Act arising out of or in connection with its
duties under the Remarketing Agreement.
 
    CONDITIONS TO THE REMARKETING AGENT'S OBLIGATIONS.  The obligation of the
Remarketing Agent to remarket Notes and perform its other obligations under a
Remarketing Agreement are expected to be subjected to certain conditions,
including (a) the accuracy of certain representations and warranties by the
Company and the performance by the Company of its obligations and agreements set
forth in the Remarketing Agreement; (b) the absence of certain adverse events;
and (c) between the time at which the interest rate on any Note is established
and the time at which payment therefor is to be made, the rating of the Notes
not having been downgraded or put on Credit Watch or Watch List with negative
implications or withdrawn by a national rating service, the effect of which, in
the opinion of the Remarketing Agent, is to affect materially and adversely the
market price of the Notes or the Remarketing Agent's ability to remarket the
Notes.
 
    REMOVAL OF THE REMARKETING AGENT.  Each Remarketing Agreement is expected to
provide that the Company may in its absolute discretion remove any Remarketing
Agent by giving prior notice to such Remarketing Agent, the Trustee and the
other Remarketing Agents; provided, however, that if (i) such removed
Remarketing Agent shall then be the sole Remarketing Agent or (ii) all of the
remaining Remarketing Agents elect to resign or are removed within one week of
delivery of such notice, then, except as provided in the following sentence, no
such removal shall become effective until the Company shall have appointed a
successor to perform the services of the Remarketing Agent under the Remarketing
Agreement. In such case, the Company will use reasonable commercial efforts to
appoint a successor Remarketing Agent as soon as reasonably practicable;
provided, however, that, if the Company has not so appointed a successor
Remarketing Agent within 90 days of delivery of such notice, the Remarketing
Agreement shall automatically terminate on such 90th day.
 
    RESIGNATION OF THE REMARKETING AGENT.  The Remarketing Agreement is also
expected to provide that a Remarketing Agent may resign at any time as
Remarketing Agent, such resignation to be effective 30 days after the delivery
to the Company, the Trustee and the other Remarketing Agents of notice of such
resignation; provided, however, that if (i) such resigning Remarketing Agent
shall then be the sole Remarketing Agent or (ii) all of the remaining
Remarketing Agents elect to resign or are removed within one week of delivery of
such notice, then, except as provided in the following sentence, no such
resignation
 
                                      S-29

shall become effective until the Company shall have appointed at least one
successor to perform the services of the Remarketing Agent under the Remarketing
Agreement. In such case, the Company will use reasonable commercial efforts to
appoint a successor Remarketing Agent as soon as reasonably practicable;
provided, however, that, if the Company has not so appointed a successor
Remarketing Agent within 90 days of delivery of such notice, the Remarketing
Agreement shall automatically terminate on such 90th day. In such case, it shall
be the sole obligation of the Company to appoint a successor Remarketing Agent.
In certain circumstances, including upon the occurrence of certain events, a
Remarketing Agent may resign effective immediately upon giving notice to the
Company and the Trustee.
 
CREDIT SUPPORT
 
    GENERAL.  Credit support may be provided with respect to Notes in a
particular Interest Rate Mode during all or any portion of an Interest Rate
Period. Such credit support may be in the form of a Standby Note Purchase
Agreement (a "Standby Note Purchase Agreement"), a letter of credit, a financial
guaranty insurance policy, a limited guaranty issued by a guarantor, the
establishment of one or more reserve funds, any other form of credit support or
any combination of the foregoing. Unless otherwise specified in an applicable
prospectus supplement or other Remarketing documents, no form of credit support
will provide protection against all risks of loss or guarantee repayment of the
entire principal of and interest on the Notes. The following summaries of terms
of potential credit support arrangements are qualified in their entirety by
reference to the provisions of any agreements governing such arrangements.
 
    STANDBY NOTE PURCHASE AGREEMENT.  In order to support its obligation to
purchase Notes pursuant to any Special Mandatory Purchase obligation, the
Company may from time to time, at its option, enter into a Standby Note Purchase
Agreement with one or more banks or other credit providers. Any such Standby
Note Purchase Agreement would provide that, subject to certain conditions
specified therein, the credit provider would advance funds for payment of the
purchase price for Notes subject to a Special Mandatory Purchase.
 
    LETTER OF CREDIT.  The Company may from time to time, at its option, provide
credit support for Notes in the form of a letter of credit from a bank or other
financial institution. The coverage, amount and other terms of any such letter
of credit would be specified in an applicable prospectus supplement or other
offering document.
 
    FINANCIAL GUARANTY INSURANCE.  The Company may from time to time, at its
option, provide credit support for Notes in the form of a financial guaranty
insurance policy which would guaranty payment of interest on and principal of
the Notes. The coverage, amount and other terms of any such financial guaranty
insurance policy would be specified in an applicable prospectus supplement or
other offering document.
 
    LIMITED GUARANTY.  The Company may from time to time, at its option, provide
credit support for Notes in the form of a guaranty pursuant to which a guarantor
agrees to provide the Company with sufficient funds to make timely interest and
principal payments in the event the Company lacks sufficient resources to do so.
The coverage, amount and other terms of any such guaranty would be specified in
an applicable prospectus supplement or other offering document.
 
    RESERVE FUNDS.  The Company may from time to time, at its option, provide
credit support for Notes in a reserve fund established with the Trustee. The
manner of funding any such reserve fund and the amounts required from time to
time to be on deposit therein would be specified in an applicable prospectus
supplement or other offering document.
 
                                      S-30

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
    The following summary, which is based upon the advice of Palmer & Dodge LLP,
special tax counsel to the Company, whose opinion is set forth herein, of
certain United States Federal income tax consequences of the purchase, ownership
and disposition of the Notes is based upon laws, regulations, rulings and
decisions now in effect (or, in the case of certain regulations, in proposed
form), all of which are subject to change (including changes in effective dates)
or possible differing interpretations. It deals only with purchasers who hold
Notes as capital assets and does not purport to deal with persons in special tax
situations, such as financial institutions, insurance companies, regulated
investment companies, dealers in securities or currencies, persons holding Notes
as a hedge against currency risk or as a position in a "straddle" for tax
purposes, or persons whose functional currency is not the U.S. dollar. In
addition, this discussion does not deal with holders other than original
purchasers (except where otherwise specifically noted). Persons considering the
purchase of Notes should consult their own tax advisors concerning the
application of United States Federal income tax laws to their particular
situations as well as any consequences of the purchase, ownership and
disposition of the Notes arising under the laws of any other taxing
jurisdiction.
 
    As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States Federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof (other than a partnership that is not treated as a United
States person under any applicable regulations of the U.S. Department of the
Treasury ("Treasury" or "Treasury Department")), (iii) an estate whose income is
subject to United States Federal income tax regardless of its source, (iv) a
trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust, or
(v) any other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business. Notwithstanding
the preceding sentence, to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons also will be U.S. Holders. As used herein, the term "non-U.S. Holder"
means a beneficial owner of a Note that is not a U.S. Holder.
 
U.S. HOLDERS
 
    The United States Federal income tax treatment of debt obligations such as
the Notes is not certain. The proper treatment of the Notes will depend, in
part, upon whether the Notes are treated as maturing on (i) the Stated Maturity
or (ii) each Interest Rate Adjustment Date and SPURS Remarketing Date. Because
the Notes are subject to mandatory tender at par on each Interest Rate
Adjustment Date and SPURS Remarketing Date, the Company intends, for United
States Federal income tax purposes, to treat the Notes as maturing and (in the
case of Notes that are remarketed) as reissued on each Interest Rate Adjustment
Date and SPURS Remarketing Date. By purchasing the Notes, a U.S. Holder agrees
to follow such treatment for United States Federal income tax purposes. Except
where indicated to the contrary, the following discussion assumes such treatment
of the Notes for United States Federal income tax purposes.
 
    PAYMENTS OF INTEREST.  Interest on the Notes during the period commencing on
the date of initial issuance to, but excluding, July 15, 2001 (the "Initial
Interest Rate Period") and during each subsequent period commencing on an
Interest Rate Adjustment Date or a SPURS Remarketing Date and ending on the day
before the next Interest Rate Adjustment Date or SPURS Remarketing Date (a
"Subsequent Interest Rate Period ") of more than one year will constitute
"qualified stated interest" and generally will be taxable to a U.S. Holder as
ordinary interest income at the time it is accrued or received, in accordance
with the U.S. Holder's regular method of tax accounting. If a Subsequent
Interest Rate Period of one year or less is established for the Notes, however,
interest on the Notes during that Subsequent Interest Rate Period may be treated
as original issue discount. See "--SHORT-TERM OBLIGATIONS," below.
 
                                      S-31

    ORIGINAL ISSUE DISCOUNT.  The Notes will not be treated as issued with
original issue discount (except as described below under "--SHORT-TERM
OBLIGATIONS") if (i) their issue price (generally, the first price at which a
substantial amount of such Notes has been sold or remarketed (ignoring sales to
bond houses, brokers, or similar persons or organizations acting in the capacity
of underwriters, placement agents, or wholesalers)) is equal to their par value
or (ii) the excess (if any) of their par value over their issue price is less
than a statutory DE MINIMIS amount (generally 1/4 of 1% of the Notes' par value
multiplied by the number of complete years from date the Notes are issued or
treated as reissued to the date the Notes are treated as maturing). If the Notes
are issued or treated as reissued at a discount equal to or greater than the
statutory DE MINIMIS amount, however, the Notes will have original issue
discount equal to the excess of their par value over their issue price. For
United States Federal income tax purposes, the U.S. Holder will be required to
include this original issue discount in income as ordinary interest as it
accrues under a constant yield method in advance of receipt of the cash payments
attributable to such income, regardless of the U.S. Holder's regular method of
accounting. In general, the amount of original issue discount included in income
by an initial U.S. Holder of Notes issued with original issue discount will be
the sum of the daily portions of original issue discount with respect to such
Notes for each day during the taxable year (or portion of the taxable year) on
which such U.S. Holder held such Notes. The "daily portion" of original issue
discount on any Notes is determined by allocating to each day in any accrual
period a ratable portion of the original issue discount allocable to that
accrual period. An "accrual period" may be of any length and the accrual periods
may vary in length over the term of the Notes, provided that each accrual period
is no longer than one year and each scheduled payment of principal or interest
occurs either on the final day of an accrual period or on the first day of an
accrual period. The amount of original issue discount allocable to each accrual
period is generally equal to the difference between (i) the product of (x) the
Notes' adjusted issue price at the beginning of such accrual period and
approximately adjusted to take into account the length of the particular accrual
period and (y) the yield of the Notes and (ii) the amount of any qualified
stated interest payments allocable to such accrual period. The "adjusted issue
price" of the Notes at the beginning of any accrual period is the sum of the
issue price of the Notes plus the amount of original issue discount allocable to
all prior accrual periods minus the amount of any prior payments on the Notes
that were not qualified stated interest payments. Under these rules, U.S.
Holders generally will have to include in income increasingly greater amounts of
original issue discount in successive accrual periods.
 
    A U.S. Holder who purchases a Note with original issue discount for an
amount that is greater than the Note's adjusted issue price as of the purchase
date and less than or equal to the sum of all amounts payable on the Note after
the purchase date, other than payments of qualified stated interest, will be
considered to have purchased the Note at an "acquisition premium." Under the
acquisition premium rules, the amount of original issue discount which such U.S.
Holder must include in its gross income with respect to such Note for any
taxable year (or portion thereof in which the U.S. Holder holds the Note) will
be reduced (but not below zero) by the portion of the acquisition premium
properly allocable to the period.
 
    SHORT-TERM OBLIGATIONS.  Notes that are treated as maturing at the end of a
Subsequent Interest Rate Period of one year or less will constitute "short-term
obligations," and interest on such Notes during such Subsequent Interest Rate
Period will be treated as original issue discount. In general, an individual or
other cash method U.S. Holder is not required to include original issue discount
on short-term obligations in income in advance of receipt, unless the U.S.
Holder elects to do so. If such an election is not made, any gain recognized by
the U.S. Holder on the sale, exchange or maturity of the Note will be ordinary
income to the extent of the original issue discount accrued on a straight-line
basis or upon election under the constant yield method (based on daily
compounding), through the date of sale or maturity, and a portion of the
deductions otherwise allowable to the U.S. Holder for interest on borrowings
allocable to the Note will be deferred until a corresponding amount of income is
realized. U.S. holders who report income for United States Federal income tax
purposes under the accrual method and certain other holders, including banks and
dealers in securities, are required to accrue original issue discount on
short-term obligations on a straight-line basis or, if an election is made,
under a constant yield method (based on daily compounding).
 
                                      S-32

    MARKET DISCOUNT.  In general, if a U.S. Holder purchases a Note, other than
a Note treated as a short-term obligation, for an amount that is less than its
par value or, in the case of a Note with original issue discount, for an amount
that is less than its adjusted issue price as of the purchase date, the amount
of the difference will be treated as "market discount," unless such difference
is less than a specified DE MINIMIS amount. Under the market discount rules, a
U.S. Holder will be required to treat any principal payment (or, in the case of
a Note with original issue discount, any payment that does not constitute
qualified stated interest) on, or any gain realized on the sale, exchange,
retirement or other disposition of, a Note as ordinary income to the extent of
the lesser of (i) the amount of such payment or realized gain or (ii) the market
discount which has not previously been included in income and is treated as
having accrued on such Note at the time of such payment or disposition. Market
discount will be considered to accrue ratably during the period from the date of
acquisition to the maturity date of the Note, unless the U.S. Holder elects to
accrue market discount on the basis of semiannual compounding. In addition, a
U.S. Holder may be required to defer the deduction of all or a portion of the
interest paid or accrued on any indebtedness incurred or maintained to purchase
or carry a Note with market discount until the maturity of the Note or its
earlier disposition in a taxable transaction. A U.S. Holder may elect to include
market discount in income currently as it accrues on either a ratable or
semiannual compounding basis, in which case the rules described above will not
apply. Generally, such currently included market discount is treated as ordinary
interest for United States Federal income tax purposes
 
    PREMIUM.  If a U.S. Holder purchases a Note for an amount that is greater
than its par value, such U.S. Holder will be considered to have purchased the
Note with "amortizable bond premium" equal in amount to such excess. A U.S.
Holder may elect to amortize such premium using a constant yield method over the
remaining term of the Note and may offset interest otherwise required to be
included in respect of the Note during any taxable year by the amortized amount
of such excess for the taxable year.
 
    DISPOSITION OF THE NOTES.  Upon the sale, exchange or retirement of a Note,
a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or retirement
(other than amounts representing accrued and unpaid interest) and such U.S.
Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis in
the Note generally will equal such U.S. Holder's initial investment in the Note
increased by any original issue discount included in income (and accrued market
discount, if any, if the U.S. Holder has included such market discount in
income) and decreased by the amount of any payments, other than qualified stated
interest payments, received and amortizable bond premium taken with respect to
such Note. Subject to the application of the market discount rules, such gain or
loss will be capital if the Note is held as a capital asset.
 
    The Taxpayer Relief Act of 1997 (the "1997 Act") reduced the maximum rates
on long-term capital gains recognized on capital assets held by individual
taxpayers for more than eighteen months as of the date of disposition (and would
further reduce the maximum rates on such gains in the year 2001 and thereafter
for certain individual taxpayers who meet specified conditions). Under the
Internal Revenue Service Restructuring and Reform Act of 1998 (the "1998 Act")
capital assets held for more than one year (rather than eighteen months) are
eligible for the reduced capital gain rates provided by the 1997 Act. The 1997
Act and the 1998 Act did not change the capital gain rates for corporations.
Prospective investors should consult their own tax advisors concerning these tax
law changes.
 
    ALTERNATIVE TREATMENT OF THE NOTES.  There can be no assurance that the
Internal Revenue Service ("IRS") will agree with the Company's treatment of the
Notes. In particular, the IRS could seek to treat the Notes as maturing on the
Stated Maturity. In the event the Notes are treated, for United States Federal
income tax purposes, as maturing on the Stated Maturity, the Notes may not
satisfy the requirements for classification as "variable rate debt instruments"
and may consequently be classified as "contingent payment debt instruments." In
such event, under Treasury regulations governing contingent payment debt
instruments (the "Contingent Payment Regulations"), the Company would be
required to construct a projected payment schedule for the Notes based upon the
Company's current borrowing costs
 
                                      S-33

for comparable debt instruments of the Company, from which an estimated yield on
the Notes would be calculated. A U.S. Holder would be required to include in
income as ordinary interest an amount equal to the sum of the daily portions of
interest on the Notes that would be deemed to accrue at this estimated yield for
each day during the U.S. Holder's taxable year on which the U.S. Holder holds
the Notes. The amount of interest that would be deemed to accrue in any accrual
period would equal the product of this estimated yield (properly adjusted for
the length of the accrual period) and the Notes' adjusted issue price (as
defined below) at the beginning of the accrual period. The daily portions of
interest would be determined by allocating to each day in the accrual period the
ratable portion of the interest that would be deemed to accrue during the
accrual period. In general, for these purposes, the Notes' adjusted issue price
would equal the Notes' issue price increased by the interest previously accrued
on the Notes, and reduced by all payments made on the Notes. As a result of the
application of the Contingent Payment Regulations, it is possible that a U.S.
Holder would be required to include interest in income in excess of actual cash
payments received for certain taxable years.
 
    Under the Contingent Payment Regulations, upon the sale or exchange of a
Note (including a sale pursuant to a mandatory tender on an Interest Rate
Adjustment Date or SPURS Remarketing Date), a U.S. Holder would be required to
recognize taxable income or loss in an amount equal to the difference, if any,
between the amount realized by the U.S. Holder upon such sale or exchange and
the U.S. Holder's adjusted tax basis in the Note as of the date of disposition.
A U.S. Holder's adjusted tax basis in the Note generally would equal such U.S.
Holder's initial investment in the Note increased by any interest previously
included in income with respect to the Note by the U.S. Holder, and decreased by
any payments received by the U.S. Holder. Any such taxable income generally
would be treated as ordinary income. Any such taxable loss generally would be
treated (i) first as an offset to any interest otherwise includable in income by
a U.S. Holder with respect to the Notes for the taxable year in which the sale
or exchange occurs to the extent of the amount of such includable interest, and
(ii) then as an ordinary loss to the extent of the U.S. Holder's total interest
inclusions on the Notes in previous taxable years. Any remaining loss in excess
of the amounts described in (i) and (ii) above generally would be treated as
short-term or long-term capital loss (depending upon the U.S. Holder's holding
period for the Notes). All amounts includable in income by a U.S. Holder as
ordinary income pursuant to the Contingent Payment Treasury Regulations would be
treated as original issue discount.
 
NON-U.S. HOLDERS
 
    A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal or interest (including original issue discount and
accruals under the Treasury regulations applicable to contingent payment debt
obligations, if any) on a Note, unless such non-U.S. Holder owns actually or
constructively 10% or more of the total combined voting power of the Company, is
a controlled foreign corporation related to the Company through stock ownership
or is a bank receiving interest described in Section 881(c)(3)(A) of the Code.
To qualify for the exemption from taxation, the last United States payor in the
chain of payment prior to payment to a non-U.S. Holder (the "Withholding Agent")
must have received in the year in which a payment of interest or principal
occurs, or in either of the two preceding calendar years, a statement that (i)
is signed by the Beneficial Owner of the Notes under penalties of perjury, (ii)
certifies that such owner is not a U.S. Holder and (iii) provides the name and
address of the Beneficial Owner. The statement may be made on an IRS Form W-8 or
a substantially similar form, and the Beneficial Owner must inform the
Withholding Agent of any change in the information on the statement within 30
days of such change. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However, in
such case, the signed statement must be accompanied by a copy of the IRS Form
W-8 or the substitute form provided by the Beneficial Owner to the organization
or institution. The Treasury Department is considering implementation of further
certification requirements aimed at determining whether the issuer of a debt
obligation is related to holders thereof.
 
                                      S-34

    Generally, a non-U.S. Holder will not be subject to United States Federal
income taxes on any amount which constitutes gain upon retirement or disposition
of a Note, provided the gain is not effectively connected with the conduct of a
trade or business in the United States by the non-U.S. Holder. Certain other
exceptions may be applicable, and a non-U.S. Holder should consult its tax
advisor in this regard.
 
    The Notes will not be includable in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of the Company
or, at the time of such individual's death, payments in respect of the Notes
would have been effectively connected with the conduct by such individual of a
trade or business in the United States.
 
BACKUP WITHHOLDING
 
    Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the Notes to registered owners who are not
"exempt recipients" and who fail to provide certain identifying information
(such as the registered owner's taxpayer identification number) in the required
manner. Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients. Payments made in
respect of the Notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would establish
an exemption from backup withholding for those non-U.S. Holders who are not
exempt recipients.
 
    In addition, upon the sale of a Note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller provides, in the required manner, certain identifying information
and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless either (i) the broker determines that the
seller is an exempt recipient or (ii) the seller certifies its non-U.S. Holder
status (and certain other conditions are met). Certification of the registered
owner's non-U.S. Holder status would be made normally on an IRS Form W-8 under
penalties of perjury, although in certain cases it may be possible to submit
other documentary evidence.
 
    Any amounts withheld under the backup withholding rules from a payment to a
Beneficial Owner generally would be allowed as a refund or a credit against such
Beneficial Owner's United States Federal income tax provided the required
information is furnished to the IRS.
 
NEW WITHHOLDING REGULATIONS
 
    On October 6, 1997, the Treasury Department issued new regulations (the "New
Regulations") which make certain modifications to the withholding, backup
withholding and information reporting rules described above. The New Regulations
attempt to unify certification requirements and modify reliance standards. The
New Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.
 
                          CERTAIN ERISA CONSIDERATIONS
 
    The Employee Retirement Income Security Act of 1984, as amended ("ERISA"),
the Code impose certain restrictions on (a) employee benefit plans (as defined
in Section 3(3) of ERISA), (b) plans described in section 4975(e)(1) of the
Code, including individual retirement accounts or Keogh plans, (c) any entities
whose underlying assets include plan assets by reason of a plan's investment in
such entities (each a "Plan") and (e) persons who have certain specified
relationships to such Plans ("Parties-in-Interest" under ERISA and "Disqualified
Persons" under the Code). Moreover, based on the reasoning of the United States
Supreme Court in John Hancock Life Ins. v. Harris Trust and Sav. Bank, 114 S.
Ct. 517 (1993), an insurance company's general account may be deemed to include
assets of the Plans investing in
 
                                      S-35

the general account (e.g., through the purchase of an annuity contract). ERISA
also imposes certain duties on persons who are fiduciaries of Plans subject to
ERISA and prohibits certain transactions between a Plan and Parties-in-Interest
or Disqualified Persons with respect to such Plans.
 
    The Company, the SPURS Agent and any Remarketing Agent, because of their
activities or the activities of their respective affiliates, may be considered
to be Parties-in-Interest or Disqualified Persons with respect to certain Plans.
If the Notes are acquired by a Plan with respect to which the Company, the SPURS
Agent or any Remarketing Agent is, or subsequently becomes, a Party-in-Interest
or Disqualified Person, the purchase, holding or sale of Notes to the SPURS
Agent could be deemed to be a direct or indirect violation of the Prohibited
Transaction rules of ERISA and the Code unless such transaction were subject to
one or more statutory or administrative exemptions such as Prohibited
Transaction Class Exemption ("PTCE") 75-1, which exempts certain transactions
involving employee benefit plans and certain broker-dealers, reporting dealers
and banks; PTCE 90-1, which exempts certain transactions between insurance
company pooled separate accounts and Parties-in-Interest or Disqualified
Persons; PTCE 91-38, which exempts certain transactions between bank collective
investment funds and Parties-in-Interest or Disqualified Persons; PTCE 84-14,
which exempts certain transactions effected on behalf of a Plan by a "qualified
professional asset manager"; PTCE 95-60, which exempts certain transactions
between insurance company general accounts and Parties-in-Interest or
Disqualified Persons; or PTCE 96-23, which exempts certain transactions effected
on behalf of a Plan by an "in-house assets manager." Even if the conditions
specified in one or more of these exemptions are met, the scope of relief
provided by these exemptions will not necessarily cover all acts that might be
construed as prohibited transactions. Each Purchaser of the Notes will be deemed
to have represented that it is not acquiring the Notes for or on behalf, or with
the assets, of, and will not sell or otherwise transfer the Notes to, any such
Plan, except to the extent such purchase, sale or transfer satisfies the
conditions for exemption relief under one or more of the PTCEs described in the
prior paragraph or is to a governmental plan (as defined in Section 3 of ERISA)
that is not subject to Title I of ERISA or Section 4975 of the Code or to any
similar law, rule or regulation.
 
    Accordingly, prior to making an investment in the Notes, a Plan should
determine whether the Company, the SPURS Agent or any Remarketing Agent is a
Party-in-Interest or Disqualified Person with respect to such Plan and, if so,
whether such transaction is subject to one or more statutory or administrative
exemptions, including those described above.
 
    Prior to making an investment in the Notes, Plans should consult with their
legal advisors concerning the impact of ERISA and the Code and the potential
consequences of such investment with respect to their specific circumstances.
Moreover, each Plan fiduciary has the authority to make the investment on behalf
of the Plan; whether the investment constitutes a direct or indirect transaction
with a Party-in-Interest or a Disqualified Person; and whether under the general
fiduciary standards of investment prudence and diversification an investment in
the Notes is appropriate for the Plan, taking into account the overall
investment policy of the Plan and the composition of the Plan's investment
portfolio.
 
                                      S-36

                                  UNDERWRITING
 
    Subject to the terms and conditions set forth in a purchase agreement (the
"Purchase Agreement") among the Company on the one hand, and Citicorp
Securities, Inc. and Morgan Stanley, & Co. Incorporated (the "Underwriters"), on
the other hand, the Company has agreed to sell to the Underwriters, and each of
the Underwriters has agreed to purchase from the Company, the principal amount
of the Notes set forth opposite such Underwriter's name in the table below at a
price equal to % of the principal amount hereof, plus accrued interest, if any,
from [      ] [      ], 1998. The aggregate proceeds to the Company from the
sale of the Notes to the Underwriters will be $[      ] plus accrued interest,
if any, from [      ] [      ], 1998.
 


                                                                                            PRINCIPAL AMOUNT OF
UNDERWRITER                                                                                        NOTES
- ----------------------------------------------------------------------------------------  ------------------------
                                                                                       
Citicorp Securities, Inc................................................................       $
Morgan Stanley & Co. Incorporated.......................................................
                                                                                               $   50,000,000

 
    In the Purchase Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Notes offered hereby
if any Notes are purchased. The Underwriters have advised the Company that the
Underwriters propose to offer the Notes from time to time for sale in negotiated
transactions or otherwise, at prices relating to the prevailing market prices
determined by the Underwriters at the time of each sale. The Underwriters may
effect such transactions by selling Notes to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters and any purchasers of Notes for
whom they may act as agent. The Underwriters and any dealers that participate
with the Underwriters in the distribution of the Notes may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of the Notes by them may be deemed to be underwriting
compensation.
 
    The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes, but they are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.
 
    The Underwriters are permitted to engaged in certain transactions that
maintain or otherwise affect the price of the Notes. Such transactions may
include overallotment transactions and purchases to cover short positions
created by the Underwriters in connection with the offering. If the Underwriters
create a short position in the Notes in connection with the offering, i.e., if
they sell Notes in an aggregate principal amount exceeding that set forth on the
cover page of this Prospectus Supplement, the Underwriters may reduce that short
position by purchasing Notes in the open market. In general, purchases of a
security to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases.
 
    Neither the Company nor either Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Notes. In addition, neither the
Company nor either Underwriter makes any representation that the Underwriters
will engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.
 
    In the ordinary course of business, each Underwriter and its affiliates have
engaged and may in the future engage in investment banking transactions with the
Company and certain of its affiliates. Citibank, N.A., an affiliate of Citicorp
Securities, Inc., has been appointed as the Initial SPURS Agent for the Notes.
See "DESCRIPTION OF THE NOTES--Mandatory Tender to the Initial SPURS
Agent--Initial SPURS Agent."
 
    The Company has agreed to indemnify the Underwriters and certain other
persons against certain liabilities, including liabilities under the Securities
Act, or to make contribution to certain payments in respect thereof.
 
                                      S-37

             VALIDITY OF THE NOTES AND CERTAIN OTHER LEGAL MATTERS
 
    The validity of the Notes to which this Prospectus Supplement relates will
be passed upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts and
for the Underwriters by Ropes & Gray, Boston, Massachusetts. Palmer & Dodge LLP,
Boston, Massachusetts will also advise the Company on certain federal income tax
matters.
 
                                      S-38

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR INCORPORATED BY
REFERENCE THEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE NOTES BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS, NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 


                                                                            PAGE
                                                                            ----
                                                                         
                             PROSPECTUS SUPPLEMENT
Offering Summary..........................................................   S-3
Recent Developments.......................................................   S-4
Application of Proceeds...................................................   S-4
Description of the Notes..................................................   S-4
Certain United States Federal Income
  Tax Considerations......................................................  S-27
Certain ERISA Considerations..............................................  S-31
Underwriting..............................................................  S-33
Validity of the Notes and Certain Other Federal Income Tax Matters........  S-34
 
                                   PROSPECTUS
Available Information.....................................................     2
Documents Incorporated by Reference.......................................     2
The Company...............................................................     3
Ratio of Earnings to Fixed Changes........................................     3
Use of Proceeds...........................................................     3
Description of the Debt Securities........................................     4
Plan of Distribution......................................................    12
Legal Matters.............................................................    13
Experts...................................................................    13

 
                                  $50,000,000
                                 TAMPA ELECTRIC
                                    COMPANY
                           REMARKETED NOTES DUE 2038
 
                         ------------------------------
 
                             PROSPECTUS SUPPLEMENT
 
                         ------------------------------
 
                           CITICORP SECURITIES, INC.
                                 MORGAN STANLEY
                                  DEAN WITTER
 
                                 JULY   , 1998
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------