5.161% NOTES DUE NOVEMBER 30, 2007





     Section 1. General. This Note is one of a duly authorized issue of

securities of the Company (herein called the "Securities"), issued and to be

issued in one or more series under an Indenture, dated as of April 1, 1992, as

supplemented by a supplemental indenture dated as of January 1, 1994, a second

supplemental indenture dated as of October 1, 1999, and a third supplemental

indenture dated as of May 15, 2001 (the "Indenture"), between the Company and

Bank One Trust Company, N.A., as successor in interest to The First National

Bank of Chicago, as Trustee (herein called the "Trustee", which term includes

any successor trustee under the Indenture), to which Indenture and all

indentures supplemental thereto reference is hereby made for a statement of the

respective rights, limitations of rights, duties and immunities thereunder of

the Company, the Trustee and the Holders of the Securities and of the terms upon

which the Securities are, and are to be, authenticated and delivered. This

Security is one of the Securities of the series designated on the face hereof.



     Section 2. [Intentionally Omitted]



     Section 3. Redemption; Sinking Fund. (a) Except as provided in paragraph

(b) below, the Securities are not redeemable prior to maturity.



          (b) All or a portion of the Securities will be redeemable at any time

     or from time to time at the option of the Company at a redemption price

     equal to the greater of



              (i) one hundred percent (100%) of the principal amount of the

          Securities to be redeemed on the redemption date; and



              (ii) the sum of the present values of the remaining scheduled

          payments of principal and interest on the Securities being redeemed

          on such redemption date (not including any portion of any payments of

          interest accrued to the redemption date), discounted to the redemption

          date on a semiannual basis at the Treasury Rate (as defined below),

          plus 25 basis points, as determined by the Reference Treasury Dealer

          (as defined below),



     plus, in either case, accrued interest thereon to the redemption date.

     Notwithstanding the foregoing, installments of interest on Securities that

     are due and payable on interest payment dates falling on or prior to a

     redemption date will be payable on the interest payment date to the

     registered holders as of the close of business on the relevant record date

     according to the Securities and the Indenture. The redemption price will be

     calculated on the basis of a 360-day year consisting of twelve 30-day

     months.



     Notice of any redemption will be mailed at least 30 days but not more than

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