<PAGE>
                                                                     Exhibit 4.2

                     INTERNATIONAL LEASE FINANCE CORPORATION
                           MEDIUM-TERM NOTE, SERIES O
                                 (FLOATING RATE)

REGISTERED                                                            REGISTERED


NO. FLR-
CUSIP-

If this Security is registered in the name of The Depository Trust Company (the
"Depositary") (55 Water Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary unless and until
this Security is exchanged in whole or in part for Debt Securities in definitive
form. Unless this certificate is presented by an authorized representative of
the Depositary to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.

REQUIRED TERMS

DESIGNATION:

PRINCIPAL AMOUNT:

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY:

INTEREST RATE BASIS OR BASES:

INITIAL INTEREST RATE:

INTEREST PAYMENT DATES:

INTEREST RATE RESET PERIOD:

INDEX MATURITY:
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PRESET TERMS

INTEREST RESET DATES:

INTEREST DETERMINATION DATES:

CALCULATION DATES:

REGULAR RECORD DATES:



OPTIONAL TERMS

SPREAD:

SPREAD MULTIPLIER:  %

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

OVERDUE RATE:

REDEEMABLE ON OR AFTER:

OPTIONAL REPAYMENT DATE:

FIXED INTEREST RATE:

FIXED RATE COMMENCEMENT DATE:

REPURCHASE PRICE (for Discount Securities):

OPTIONAL RESET DATES:

EXTENSION PERIODS:

FINAL MATURITY:

OTHER PROVISIONS:
<PAGE>
         INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(hereinafter called the "Company," which term includes any successor corporation
under the Indenture, as hereinafter defined), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum set
forth above at Stated Maturity shown above and to pay interest thereon from the
Original Issue Date shown above or from the most recent Interest Payment Date
(as hereinafter defined) to which interest has been paid or duly provided for,
in arrears on the Interest Payment Dates set forth above ("Interest Payment
Dates"), until the principal hereof is paid or made available for payment, and
on Stated Maturity, commencing with the Interest Payment Date next succeeding
the Original Issue Date, at the rate per annum determined in accordance with the
provisions below, depending on the Interest Rate Basis or Bases specified above.
Interest will be payable on each Interest Payment Date and at Stated Maturity or
upon redemption or optional repayment. Interest will be payable to the Holder at
the close of business on the Regular Record Date which, unless otherwise
specified above, shall be the fifteenth calendar day (whether or not a Business
Day (as defined below)) immediately preceding the related Interest Payment Date;
provided, however, that interest payable at Stated Maturity or upon redemption
or optional repayment will be payable to the person to whom principal is payable
and (to the extent that the payment of such interest shall be legally
enforceable) at the Overdue Rate, if any, per annum set forth above on any
overdue principal and premium and on any overdue installment of interest. If the
Original Issue Date is between a Regular Record Date and the next succeeding
Interest Payment Date, the first payment of interest hereon will be made on the
Interest Payment Date following the next succeeding Regular Record Date to the
Holder on such next Regular Record Date.

         Payment of the principal, and premium, if any, and interest payable at
Stated Maturity or upon redemption or optional repayment of this Security will
be made in immediately available funds at the corporate trust office or agency
of the Trustee in New York, New York, provided that this Security is presented
to the Trustee in time for the Trustee to make such payments in such funds in
accordance with its normal procedures. Interest (other than interest payable at
Stated Maturity or upon redemption or optional repayment) will be paid by check
mailed to the address of the person entitled thereto as it appears in the
Security Register on the applicable Regular Record Date or, at the option of the
Company, by wire transfer to an account maintained by such person with a bank
located in the United States. Notwithstanding the foregoing, (1) the Depositary
or its nominee, if it is the registered Holder of this Security, will be
entitled to receive payments of interest (other than at Stated Maturity or upon
redemption or optional repayment) by wire transfer to an account maintained by
such Holder with a bank located in the United States, and (2) a Holder of
$10,000,000 or more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the Regular Record Date
preceding an applicable Interest Payment Date by the Trustee of written
instructions from such Holder, be entitled to receive payments of interest
(other than at Stated Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank located in the
United States. Such instructions shall remain in effect with respect to payments
of interest made to such Holder on subsequent Interest Payment Dates unless
revoked or changed by written instructions received by the Trustee from such
Holder, provided that any such written revocation or change which is received by
the Trustee after a Regular Record Date and before the related Interest Payment
Date shall not be effective with respect to the interest payable on such
Interest Payment Date.

         This Security is one of a duly authorized issue of Medium-Term Notes,
Series O of the Company (herein called the "Securities"), issued and to be
issued under an Indenture dated as of November 1, 2000 (herein called the
"Indenture") between the Company and The Bank of New York, as trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), as amended, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof. The Securities of this series may
be issued from time to time at varying maturities, interest rates and other
terms as may be designated with respect to a Security.

         After the completion of the issuance for which this Security is a part,
the Company may, from time to time, reopen such issuance and issue additional
Securities with the same terms (including maturity and interest payment terms)
as this Security. After such additional Securities are issued, they will be
fungible with this Security.
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         The interest rate borne by this Security shall be determined as
follows:

-        Unless this Security is designated as a "Floating Rate/Fixed Rate
         Note," an "Inverse Floating Rate Note" or as having an Addendum
         attached, this Security shall be designated as a "Regular Floating Rate
         Note" and, except as described below or as specified on the face
         hereof, bear interest at the rate determined by reference to the
         Interest Rate Basis or Bases specified on the face hereof (a) plus or
         minus the Spread, if any, specified on the face hereof and/or (b)
         multiplied by the Spread Multiplier, if any, specified on the face
         hereof. Commencing on the first Interest Reset Date (as defined below),
         the rate at which interest on this Security shall be payable shall be
         reset as of each Interest Reset Date; provided, however, that the
         interest rate in effect for the period from the Original Issue Date to
         the first Interest Reset Date shall be the Initial Interest Rate
         specified on the face hereof.

-        If this Security is designated as a "Floating Rate/Fixed Rate Note,"
         then, except as described below or as specified on the face hereof,
         this Security shall bear interest at the rate determined by reference
         to the Interest Rate Basis or Bases specified on the face hereof (a)
         plus or minus the Spread, if any, specified on the face hereof and/or
         (b) multiplied by the Spread Multiplier, if any, specified on the face
         hereof. Commencing on the first Interest Reset Date, the rate at which
         interest on this Security shall be payable shall be reset as of each
         Interest Reset Date; provided, however, that the interest rate in
         effect for the period from the Original Issue Date to the first
         Interest Reset Date shall be the Initial Interest Rate specified on the
         face hereof and the interest rate in effect commencing on the Fixed
         Rate Commencement Date specified on the face hereof to Stated Maturity
         shall be the Fixed Interest Rate, if such rate is specified on the face
         hereof or, if no such Fixed Interest Rate is so specified, the interest
         rate in effect hereon on the day immediately preceding the Fixed Rate
         Commencement Date.

-        If this Security is designated as an "Inverse Floating Rate Note,"
         then, except as described below or as specified on the face hereof,
         this Security shall bear interest equal to the Fixed Interest Rate
         specified on the face hereof minus the rate determined by reference to
         the Interest Rate Basis or Bases specified on the face hereof (a) plus
         or minus the Spread, if any, specified on the face hereof and/or (b)
         multiplied by the Spread Multiplier, if any, specified on the face
         hereof; provided, however, that, unless otherwise specified on the face
         hereof, the interest rate hereon shall not be less than zero during any
         Interest Rate Reset Period (as defined below). Commencing on the first
         Interest Reset Date, the rate at which interest on this Security is
         payable shall be reset as of each Interest Reset Date; provided,
         however, that the interest rate in effect for the period from the
         Original Issue Date to the first Interest Reset Date shall be the
         Initial Interest Rate specified on the face hereof.

         Notwithstanding the foregoing, if this Security is designated as having
an Addendum attached as specified on the face hereof, this Security shall bear
interest in accordance with the terms described in such Addendum and as
specified on the face hereof.

         Except as set forth above or as specified on the face hereof, the
interest rate in effect on each day shall be (1) 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 (2) 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.

         Unless otherwise specified on the face hereof:

         (1) The "Interest Reset Date" shall be, if the Interest Rate Reset
         Period specified on the face hereof is (i) daily, each Business Day;
         (ii) weekly, the Wednesday of each week (except with respect to the
         Treasury Rate which shall reset on the Tuesday of each week); (iii)
         monthly, the third Wednesday of each month (except with respect to the
         Eleventh District Cost of Funds Rate
<PAGE>
         which shall reset on the first calendar day of the month); (iv)
         quarterly, the third Wednesday of March, June, September and December
         of each year, (v) semiannually, the third Wednesday of the two months
         specified on the face hereof; and (vi) annually, the third Wednesday of
         the month specified on the face hereof. If any Interest Reset Date
         would otherwise be a day that is not a Business Day, such Interest
         Reset Date shall be postponed to the next succeeding day that is a
         Business Day, unless LIBOR is an applicable Interest Rate Basis, in
         which case, if such Business Day falls in the next succeeding calendar
         month, such Interest Reset Date shall be the immediately preceding
         Business Day.

         (2) The "Interest Determination Date" with respect this Security shall
         be: (i) if the applicable Interest Rate Basis is the CD Rate or the CMT
         Rate, the second Business Day immediately preceding the applicable
         Interest Reset Date; (ii) if the applicable Interest Rate Basis is the
         Commercial Paper Rate, the Federal Funds Rate or the Prime Rate, the
         Business Day immediately preceding the applicable Interest Reset Date;
         (iii) if the applicable Interest Rate Basis is the Eleventh District
         Cost of Funds Rate, the last working day of the month immediately
         preceding the applicable Interest Reset Date on which the Federal Home
         Loan Bank of San Francisco publishes the Index (as defined below); (iv)
         if the applicable Interest Rate Basis is LIBOR, the second London
         Business Day (as defined below) immediately preceding the applicable
         Interest Reset Date and (v) if the applicable Interest Rate Basis is
         the Treasury Rate, the day in the week in which the applicable Interest
         Reset Date falls on which day Treasury Bills (as defined below) are
         normally auctioned; 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 on this Security is determined by reference to two or
         more Interest Rate Bases, the Interest Determination Date shall be the
         second Business Day prior to the applicable Interest Reset Date for
         this Security on which each Interest Rate Basis is determinable. Each
         Interest Rate Basis will be determined on such date, and the applicable
         interest rate will take effect on the applicable Interest Reset Date.

         (3) The "Calculation Date," if applicable, pertaining to any Interest
         Determination Date will be the earlier of (1) the tenth calendar day
         after such Interest Determination Date, or, if such day is not a
         Business Day, the next succeeding Business Day or (2) the Business Day
         immediately preceding the applicable Interest Payment Date or Stated
         Maturity, as the case may be.

         Unless otherwise specified on the face hereof, the interest rate with
respect to each Interest Rate Basis shall be determined in accordance with the
following provisions:

Determination of CD Rate

         If the Interest Rate Basis with respect to this Security is the CD
Rate, such rate shall be determined by the Calculation Agent appointed as agent
by the Company to calculate the rates of interest applicable to securities
including this Security (the "Calculation Agent") in accordance with the
following provisions:

         "CD Rate" means the rate on the date for negotiable certificates of
deposit having the Index Maturity specified on the face hereof as published by
the Board of Governors of the Federal Reserve System in "H.15(519)" (as defined
below), under the heading "CDs (Secondary Market)."

         The Interest Determination Date relating to a CD Rate Note or any
Floating Rate Note for which the interest rate is determined with reference to
the CD Rate is referred to herein as a "CD Rate Interest Determination Date."

         The following procedures will be followed if the CD Rate cannot be
determined as described above:
<PAGE>
-        If the rate is not published by 3:00 P.M., New York City time, on the
         related Calculation Date, the rate on the CD Rate Interest
         Determination Date for negotiable certificates of deposit of the Index
         Maturity specified on the face hereof as published in H.15 Daily Update
         (as later defined) or the other recognized electronic source used for
         the purpose of displaying the rate under the caption "CDs (secondary
         market)" will apply.

-        If the rate is not yet published in either H.15(519), H.15 Daily Update
         or other recognized electronic source by 3:00 P.M., New York City time
         on the related Calculation Date, the CD Rate for the 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 the date, of three leading nonbank
         dealers in negotiable United States dollar certificates of deposit in
         The City of New York (which may include one or more of the agents or
         their affiliates). The secondary market offered rates will be selected
         by the Calculation Agent for negotiable certificates of deposit of
         major United States money center banks for negotiable certificates of
         deposit with a remaining maturity closest to the Index Maturity
         designated on the face hereof and be in an amount that is
         representative for a single transaction in that market at that time.

-        If the dealers so selected by the Calculation Agent are not quoting as
         set forth above, the CD Rate for the CD Rate Interest Determination
         Date will be that CD Rate in effect on the CD Rate Interest
         Determination Date.

         "Index Maturity" means the period to maturity of the instrument or
obligation with respect to which the related Interest Rate Basis or Bases will
be calculated.

         "H.15(519)" means the designated weekly statistical release, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.

         "H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at http://www.federalreserve.gov/releases/h15/update, or any successor
site or publication.

Determination of CMT Rate

         If the Interest Rate Basis with respect to this Security is the CMT
Rate, such rate will be determined by the Calculation Agent in accordance with
the following provisions:

                  The Interest Determination Date relating to a CMT Rate Note or
any Floating Rate Note for which the interest rate is determined with reference
to the CMT Rate will be referred to herein as the "CMT Rate Interest
Determination Date."

         "CMT Rate" means:

         (1)      if CMT Telerate Page 7051 is specified on the face hereof:

                  (a) the percentage equal to the yield for United States
         Treasury securities at "constant maturity" having the Index Maturity
         specified on the face hereof as published in H.15(519) under the
         caption "Treasury Constant Maturities", as the yield is displayed on
         Moneyline Telerate (or any successor service) on page 7051 (or any
         other page as may replace the specified page on that service)
         ("Telerate Page 7051"), for the CMT Rate Interest Determination Date,
         or

                  (b) if the rate referred to in clause (a) does not so appear
         on Telerate Page 7051, the percentage equal to the yield for United
         States Treasury securities at "constant maturity" having the Index
         Maturity specified on the face hereof and for the CMT Rate Interest
         Determination Date as published in H.15(519) under the caption
         "Treasury Constant Maturities", or
<PAGE>
                  (c) if the rate referred to in clause (b) does not so appear
         in H.15(519), the rate on the CMT Rate Interest Determination Date for
         the period of the Index Maturity specified on the face hereof as may
         then be published by either the Federal Reserve System Board of
         Governors or the United States Department of the Treasury that the
         Calculation Agent determines to be comparable to the rate which would
         otherwise have been published in H.15(519), or

                  (d) if the rate referred to in clause (c) is not so published,
         the rate on the CMT Rate Interest Determination Date calculated by the
         Calculation Agent as a yield to maturity based on the arithmetic mean
         of the secondary market bid prices at approximately 3:30 P.M., New York
         City time, on that CMT Rate Interest Determination Date of three
         leading primary United States government securities dealers in The City
         of New York (which may include the agents or their affiliates) (each, a
         "Reference Dealer"), selected by the Calculation Agent from five
         Reference Dealers selected by the Calculation Agent and eliminating the
         highest quotation, or, in the event of equality, one of the highest,
         and the lowest quotation or, in the event of equality, one of the
         lowest, for United States Treasury securities with an original maturity
         equal to the Index Maturity specified on the face hereof, a remaining
         term to maturity no more than 1 year shorter than that Index Maturity
         and in a principal amount that is representative for a single
         transaction in the securities in that market at that time, or

                  (e) if fewer than five but more than two of the prices
         referred to in clause (d) are provided as requested, the rate on the
         CMT Rate Interest Determination Date calculated by the Calculation
         Agent based on the arithmetic mean of the bid prices obtained and
         neither the highest nor the lowest of the quotations shall be
         eliminated, or

                  (f) if fewer than three prices referred to in clause (d) are
         provided as requested, the rate on the CMT Rate Interest Determination
         Date calculated by the Calculation Agent as a yield to maturity based
         on the arithmetic mean of the secondary market bid prices as of
         approximately 3:30 P.M., New York City time, on that CMT Rate Interest
         Determination Date of three Reference Dealers selected by the
         Calculation Agent from five Reference Dealers selected by the
         Calculation Agent and eliminating the highest quotation or, in the
         event of equality, one of the highest and the lowest quotation or, in
         the event of equality, one of the lowest, for United States Treasury
         securities with an original maturity greater than the Index Maturity
         specified on the face hereof, a remaining term to maturity closest to
         that Index Maturity and in a principal amount that is representative
         for a single transaction in the securities in that market at that time,
         or

                  (g) if fewer than five but more than two prices referred to in
         clause (f) are provided as requested, the rate on the CMT Rate Interest
         Determination Date calculated by the Calculation Agent based on the
         arithmetic mean of the bid prices obtained and neither the highest nor
         the lowest of the quotations will be eliminated, or

                  (h) if fewer than three prices referred to in clause (f) are
         provided as requested, the CMT Rate in effect on the CMT Rate Interest
         Determination Date.

         (2)      if CMT Telerate Page 7052 is specified on the face hereof:

                  (a) the percentage equal to the one-week or one-month, as
         specified on the face hereof, average yield for United States Treasury
         securities at "constant maturity" having the Index Maturity specified
         on the face hereof as published in H.15(519) opposite the caption
         "Treasury Constant Maturities", as the yield is displayed on Moneyline
         Telerate (or any successor service) (on page 7052 or any other page as
         may replace the specified page on that service) ("Telerate Page 7052"),
         for the week or month, as applicable, ended immediately preceding the
         week or month, as applicable, in which the CMT Rate Interest
         Determination Date falls, or
<PAGE>
                  (b) if the rate referred to in clause (a) does not so appear
         on Telerate Page 7052, the percentage equal to the one-week or
         one-month, as specified on the face hereof, average yield for United
         States Treasury securities at "constant maturity" having the Index
         Maturity specified on the face hereof and for the week or month, as
         applicable, preceding the CMT Rate Interest Determination Date as
         published in H.15(519) opposite the caption "Treasury Constant
         Maturities," or

                  (c) if the rate referred to in clause (b) does not so appear
         in H.15(519), the one-week or one-month, as specified on the face
         hereof, average yield for United States Treasury securities at
         "constant maturity" having the Index Maturity specified on the face
         hereof as otherwise announced by the Federal Reserve Bank of New York
         for the week or month, as applicable, ended immediately preceding the
         week or month, as applicable, in which the CMT Rate Interest
         Determination Date falls, or

                  (d) if the rate referred to in clause (c) is not so published,
         the rate on the CMT Rate Interest Determination Date calculated by the
         Calculation Agent as a yield to maturity based on the arithmetic mean
         of the secondary market bid prices at approximately 3:30 P.M., New York
         City time, on that CMT Rate Interest Determination Date of three
         Reference Dealers selected by the Calculation Agent from five Reference
         Dealers selected by the Calculation Agent and eliminating the highest
         quotation, or, in the event of equality, one of the highest, and the
         lowest quotation or, in the event of equality, one of the lowest, for
         United States Treasury securities with an original maturity equal to
         the Index Maturity specified on the face hereof, a remaining term to
         maturity no more than 1 year shorter than that Index Maturity and in a
         principal amount that is representative for a single transaction in the
         securities in that market at that time, or

                  (e) if fewer than five but more than two of the prices
         referred to in clause (d) are provided as requested, the rate on the
         CMT Rate Interest Determination Date calculated by the Calculation
         Agent based on the arithmetic mean of the bid prices obtained and
         neither the highest nor the lowest of the quotations shall be
         eliminated, or

                  (f) if fewer than three prices referred to in clause (d) are
         provided as requested, the rate on the CMT Rate Interest Determination
         Date calculated by the Calculation Agent as a yield to maturity based
         on the arithmetic mean of the secondary market bid prices as of
         approximately 3:30 P.M., New York City time, on that CMT Rate Interest
         Determination Date of three Reference Dealers selected by the
         Calculation Agent from five Reference Dealers selected by the
         Calculation Agent and eliminating the highest quotation or, in the
         event of equality, one of the highest and the lowest quotation or, in
         the event of equality, one of the lowest, for United States Treasury
         securities with an original maturity greater than the particular Index
         Maturity, a remaining term to maturity closest to that Index Maturity
         and in a principal amount that is representative for a single
         transaction in the securities in that market at the time, or

                  (g) if fewer than five but more than two prices referred to in
         clause (f) are provided as requested, the rate on the CMT Rate Interest
         Determination Date calculated by the Calculation Agent based on the
         arithmetic mean of the bid prices obtained and neither the highest or
         the lowest of the quotations will be eliminated, or

                  (h) if fewer than three prices referred to in clause (f) are
         provided as requested, the CMT Rate in effect on that CMT Rate Interest
         Determination Date.

         If two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to the that Index Maturity, the quotes for the
United States Treasury security with the shorter original remaining term to
maturity will be used.
<PAGE>
Determination of Commercial Paper Rate

         If the Interest Rate Basis with respect to this Security is the
Commercial Paper Rate, such rate shall be determined by the Calculation Agent in
accordance with the following provisions:

         "Commercial Paper Rate" means the Money Market Yield (as defined below)
on the date of the rate for commercial paper having the Index Maturity specified
on the face hereof as published in H.15(519) under the caption "Commercial Paper
-- Non-Financial."

         The Interest Determination Date relating to a Commercial Paper Rate
Note or any Floating Rate Note for which the interest rate is determined with
reference to the Commercial Paper Rate will be referred to herein as the
"Commercial Paper Rate Interest Determination Date."

         The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above:

-        In the event the rate is not published by 3:00 P.M., New York City
         time, on the related Calculation Date then the Commercial Paper Rate
         will be the Money Market Yield (as defined below) on the Commercial
         Paper Rate Interest Determination Date of the rate for commercial paper
         having the Index Maturity specified on the face hereof, as published in
         H.15 Daily Update, or the other recognized electronic source used for
         the purpose of displaying the rate under the caption "Commercial Paper
         -- Non-Financial." An Index Maturity of one month will be deemed
         equivalent to an Index Maturity of 30 days and an Index Maturity of
         three months will be deemed to be equivalent to an Index Maturity of 90
         days.

-        If by 3:00 P.M., New York City time, on the related Calculation Date,
         the rate is not yet published in H.15(519), H15 Daily Update or another
         other recognized electronic source, then the Commercial Paper Rate on
         the Interest Determination Date will be calculated by the Calculation
         Agent and will be the Money Market Yield of the arithmetic mean of the
         offered rates at approximately 11:00 A.M., New York City time, on the
         Commercial Paper Rate Interest Determination Date of three leading
         dealers United States dollar commercial paper in The City of New York
         (which may include one or more of the agents or their affiliates). The
         quotations will be selected by the Calculation Agent for commercial
         paper having the Index Maturity designated on the face hereof placed
         for an industrial issuer whose bond rating is "AA," or the equivalent,
         from a nationally recognized rating agency.

-        If the dealers selected by the Calculation Agent are not quoting as
         provided above, the Commercial Paper Rate will be that Commercial Paper
         Rate in effect on the Commercial Paper Rate Interest Determination
         Date.

         "Money Market Yield" means a yield (expressed as a percentage rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) calculated by the following formula:

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

         where "D" is the applicable per annum rate for commercial paper quoted
         on a bank discount basis and expressed as a decimal, and "M" refers to
         the actual number of days in the applicable Interest Reset Period.
<PAGE>
Determination of Eleventh District Cost of Funds Rate

         If the Interest Rate Basis with respect to this Security is the
Eleventh District Cost of Funds Rate, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:

         "Eleventh District Cost of Funds Rate" means the rate equal to the
monthly weighted average cost of funds for the calendar month immediately
preceding the month in which the Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Moneyline Telerate (or any successor service) on page 7058 ("Telerate Page
7058") as of 11:00 A.M. San Francisco time, on the date.

         An Interest Determination Date relating to an Eleventh District Cost of
Funds Rate Note or any Floating Rate Note for which the interest rate is
determined with reference to the Eleventh District Cost of Funds Rate will be
referred to herein as an "Eleventh District Cost of Funds Rate Interest
Determination Date."

         The following procedures will be followed if the Eleventh District Cost
of Funds Rate cannot be determined as described above:

-        If the rate does not appear on Telerate Page 7058 on any related
         Eleventh District Cost of Funds Rate Interest Determination Date, the
         Eleventh District Cost of Funds Rate for the Eleventh District Cost of
         Funds Rate Interest Determination Date will be the monthly weighted
         average costs of funds paid by member institutions of the Eleventh
         Federal Home Loan Bank District that was most recently announced (the
         "Index") by the Federal Home Loan Bank of San Francisco as the cost of
         funds for the calendar month immediately preceding the date of the
         announcement.

-        If the Federal Home Loan Bank of San Francisco fails to announce the
         rate for the calendar month immediately preceding the Eleventh District
         Cost of Funds Rate Interest Determination Date, then the Eleventh
         District Cost of Funds Rate determined as of the Eleventh District Cost
         of Funds Rate Interest Determination Date will be the Eleventh District
         Cost of Funds Rate in effect on the Eleventh District Cost of Funds
         Rate Interest Determination Date.

Determination of Federal Funds Rate

         If the Interest Rate Basis with respect to this Security is the Federal
Funds Rate, such rate shall be determined by the Calculation Agent in accordance
with the following provisions:

         "Federal Funds Rate" means the rate on the date for federal funds as
published in H.15(519) under the heading "Federal Funds (Effective)", as the
rate is displayed on Moneyline Telerate (or any successor service) on page 120
(or any other page as may replace the page on the service) ("Telerate 120").

         An Interest Determination Date relating to a Federal Funds Rate Note or
any Floating Rate Note for which the interest rate is determined with reference
to the Federal Funds Rate will be referred to herein as a "Federal Funds Rate
Interest Determination Date."

         The following procedures will be followed if the Federal Funds Rate
cannot be determined as described above:

-        If the rate does not appear on Telerate Page 120 or is not so published
         by 3:00 P.M. New York City time, on the related Calculation Date, the
         rate on the Federal Funds Rate Interest Determination Date as published
         in H.15 Daily Update, or the other recognized electronic source used
         for the purpose of displaying the rate, under the caption "Federal
         Funds (Effective)" will be used.

-        If by 3:00 P.M., New York City time, on the related Calculation Date
         the rate does not appear on Telerate Page 120 or is not yet published
         in H.15(519), H.15 Daily Update or other recognized
<PAGE>
         electronic source, then the Federal Funds Rate on the 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 United States dollar federal funds
         transactions in The City of New York (which may include one or more of
         the agents or their affiliates) selected by the Calculation Agent prior
         to 9:00 A.M., New York City time, on that Federal Funds Rate Interest
         Determination Date.

-        If the brokers selected by the Calculation Agent are not quoting as
         provided above, the Federal Funds Rate determined as of the Federal
         Funds Rate Interest Determination Date will be the Federal Funds Rate
         in effect on that Federal Funds Rate Interest Determination Date.

Determination of LIBOR

         If the Interest Rate Basis with respect to this Security is LIBOR, such
rate shall be determined by the Calculation Agent in accordance with the
following provisions:

         An Interest Determination Date relating to a LIBOR Note or any Floating
Rate Note for which the interest rate is determined with reference to LIBOR will
be referred to herein as a "LIBOR Interest Determination Date".

                  (a) Upon a LIBOR Interest Determination Date, the LIBOR rate
         will be either:

-        if "LIBOR Telerate" is specified on the face hereof or if neither
         "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof as
         the method for calculating LIBOR, the rate for deposits in the
         Designated LIBOR Currency having the Index Maturity specified on the
         face hereof, commencing on the Interest Reset Date, that appears on the
         Designated LIBOR Page as of 11:00 A.M., London time, on the LIBOR
         Interest Determination Date; or

-        if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean
         of the offered rates (unless the Designated LIBOR Page by its terms
         provides only for a single rate, in which case that single rate shall
         be used) for deposits in the Designated LIBOR Currency having the Index
         Maturity specified on the face hereof, 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 of 11:00 A.M.,
         London time, on the LIBOR Interest Determination Date. If fewer than
         two offered rates so appear, or if no rate so appears, as applicable,
         LIBOR on the LIBOR Interest Determination Date will be determined in
         accordance with the provisions described in paragraph (b) set forth
         below.

                  (b) 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 (a) above,
         LIBOR will be determined according to the procedures described below:

-        The Calculation Agent will request the principal London offices of each
         of four major reference banks (which may include affiliates of the
         agents) in the London interbank market, as selected by the Calculation
         Agent, to provide the Calculation Agent with its offered quotation for
         deposits in the Designated LIBOR Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the applicable
         Interest Reset Date, to prime banks in the London interbank market at
         approximately 11:00 A.M., London time, on the LIBOR Interest
         Determination Date and in a principal amount that is representative for
         a single transaction in the Designated LIBOR Currency in the market at
         the time.

-        If at least two quotations are so provided, then LIBOR on the LIBOR
         Interest Determination Date will be the arithmetic mean of the
         quotations.
<PAGE>
-        If fewer than two quotations are so provided, then LIBOR on the 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 the LIBOR Interest Determination Date by three
         major banks (which may include affiliates of the agents) in the
         principal financial center selected by the Calculation Agent for loans
         in the Designated LIBOR Currency to leading European banks, having the
         Index Maturity specified on the face hereof and in a principal amount
         that is representative for a single transaction in the Designated LIBOR
         Currency in the market at the time.

-        If the banks so selected by the Calculation Agent are not quoting as
         provided above, LIBOR determined as of the LIBOR Interest Determination
         Date will be LIBOR in effect on that LIBOR Interest Determination Date.

         "Designated LIBOR Currency" means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no currency is specified on
the face hereof, United States dollars.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace the page on the service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency, or (b) if
"LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified on the face hereof as the method for calculating
LIBOR, the display on Moneyline Telerate (or any successor service) on the page
specified on the face hereof (or any other page as may replace the page on the
service) for the purpose of displaying the London interbank rates of major banks
for the Designated LIBOR Currency.

Determination of Prime Rate

         If the Interest Rate Basis with respect to this Security is the Prime
Rate, such rate shall be determined by the Calculation Agent in accordance with
the following provisions:

         "Prime Rate" means the rate on the date as published in H.15(519) under
the heading "Bank Prime Loan."

         An Interest Determination Date relating to a Prime Rate Note or any
Floating Rate Note for which the interest rate is determined with reference to
the Prime Rate will be referred to herein as a "Prime Rate Interest
Determination Date."

         The following procedures will be followed if the Prime Rate cannot be
determined as described above:

-        If the rate is not published in H.15(519) prior to 3:00 P.M., New York
         City time, on the related Calculation Date, the rate on the Prime Rate
         Interest Determination Date as published in H.15 Daily Update, or other
         recognized electronic source used for the purpose of displaying the
         rate, under the caption "Bank Prime Loan" will be used.

-        If the rate is not published prior to 3:00 P.M., New York City time, on
         the related Calculation Date, in H.15(519), or H.15 Daily Update or
         another recognized electronic source, 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 US PRIME 1 (as defined below)
         as the bank's prime rate or base lending rate as in effect for that
         Prime Rate Interest Determination Date, as determined by the
         Calculation Agent.

-        If fewer than four rates appear on the Reuters Screen US PRIME 1 for
         the Prime Rate Interest Determination Date, the Prime Rate will be
         calculated by the Calculation Agent and will be the
<PAGE>
         arithmetic mean of the prime rates or base lending rates quoted on the
         basis of the actual number of days in the year divided by a 360-day
         year as of the close of business on the Prime Rate Interest
         Determination Date by three major banks in The City of New York (which
         may include affiliates of the agents) selected by the Calculation
         Agent.

-        If the banks or trust companies selected are not quoting as provided
         above, the Prime Rate determined for the Prime Rate Interest
         Determination Date will be that Prime Rate in effect on the Prime Rate
         Interest Determination Date.

         "Reuters Screen US PRIME 1" means the display designated as page "US
PRIME 1" on the Reuters Monitor Money Rates Service (or the other page as may
replace the US PRIME 1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).

Determination of Treasury Rate

         If the Interest Rate Basis with respect to this Security is the
Treasury Rate, such rate shall be determined by the Calculation Agent in
accordance with the following provisions:

         An Interest Determination Date relating to a Treasury Rate Note or any
Floating Rate Note for which the interest rate is determined by reference in the
Treasury Rate shall be referred to herein as a "Treasury Rate Interest
Determination Date."

         "Treasury Rate" means:

         (1) the rate from the auction held on the Treasury Rate Interest
         Determination Date (the "Auction") of direct obligations of the United
         States ("Treasury Bills") having the Index Maturity specified on the
         face hereof under the caption "INVESTMENT RATE" on the display on
         Moneyline Telerate (or any successor service) on page 56 (or any other
         page as may replace that page on that service) ("Telerate Page 56") or
         page 57 (or any other page as may replace that page on that service)
         ("Telerate Page 57"), or

         (2) if the rate referred to in clause (1) is not so published by 3:00
         P.M., New York City time, on the related Calculation Date, the Bond
         Equivalent Yield (as defined below) of the rate for the applicable
         Treasury Bills as published in H.15 Daily Update, or another recognized
         electronic source used for the purpose of displaying the applicable
         rate, under the caption "U.S. Government Securities/Treasury
         Bills/Auction High", or

         (3) if the rate referred to in clause (2) is not so published by 3:00
         P.M., New York City time, on the related Calculation Date, the Bond
         Equivalent Yield of the auction rate of the applicable Treasury Bills
         as announced by the United States Department of the Treasury, or

         (4) if the rate referred to in clause (3) is not so announced by the
         United States Department of the Treasury, or if the Auction is not
         held, the Bond Equivalent Yield of the rate on the Treasury Rate
         Interest Determination Date of the applicable Treasury Bills as
         published in H.15(519) under the caption "U.S. Government
         Securities/Treasury Bills/Secondary Market", or

         (5) if the rate referred to in clause (4) not so published by 3:00
         P.M., New York City time, on the related Calculation Date, the rate on
         the Treasury Rate Interest Determination Date of the applicable
         Treasury Bills as published in H.15 Daily Update, or another recognized
         electronic source used for the purpose of displaying the applicable
         rate, under the caption "U.S. Government Securities/Treasury
         Bills/Secondary Market", or

         (6) if the rate referred to in clause (5) is not so published by 3:00
         P.M., New York City time, on the related Calculation Date, the rate on
         the Treasury Rate Interest Determination Date
<PAGE>
         calculated by the Calculation Agent as the Bond Equivalent Yield of the
         arithmetic mean of the secondary market bid rates, as of approximately
         3:30 P.M., New York City time, on that Treasury Rate Interest
         Determination Date, of three primary United States government
         securities dealers (which may include the agents or their affiliates)
         selected by the Calculation Agent, for the issue of Treasury Bills with
         a remaining maturity closest to the Index Maturity specified on the
         face hereof, or

         (7) if the dealers so selected by the Calculation Agent are not quoting
         as mentioned in clause (6), the Treasury Rate in effect on the Treasury
         Rate Interest Determination Date.

         "Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                                              D x N
                Bond Equivalent Yield= -------------------- x 100
                                           360-(D x M)

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. The Calculation Agent shall
calculate the interest rate on this Security in accordance with the foregoing on
each Interest Determination Date.

         The interest rate on this Security will in no event be higher than the
maximum rate permitted by New York or California law as the same may be modified
by the United States law of general applicability.

         The Calculation Agent will, upon the request of the Holder of this
Security, provide to such Holder the interest rate hereon then in effect and, if
different, the interest rate which will become effective as of the next
applicable Interest Reset Date.

         If any Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest Payment Date shall
be postponed to the next day that is a Business Day, except that if (1) the rate
of interest on this Security shall be determined in accordance with the
provisions of the heading "Determination of LIBOR" above, and (2) such Business
Day is in the next succeeding calendar month, such Interest Payment Date shall
be the immediately preceding Business Day. "Business Day" means any day that is
not a Saturday or Sunday and that, in The City of New York (and, if the rate of
interest on this Security shall be determined in accordance with the provisions
of the heading "Determination of LIBOR" above, the City of London), is not a day
on which banking institutions are generally authorized or obligated by law to
close.

         Interest payments for this Security will include interest accrued from
and including the date of issue or from and including the last date in respect
of which interest has been paid, as the case may be, to, but excluding, the
Interest Payment Date or Stated Maturity, as the case may be. Accrued interest
hereon from the Original Issue Date or from the last date to which interest
hereon has been paid, as the case may be, shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor calculated for
each day from the Original Issue Date or from the last date to which interest
shall have been paid, as the case may be, to the date for which accrued interest
is being calculated. The interest factor for each such day shall be computed by
dividing the interest rate (expressed as a decimal) applicable to such day by
360, in case the Interest Rate Basis of this Security is the CD Rate, Commercial
Paper Rate, Eleventh District Cost of Funds Rate, Federal Funds Rate, Prime Rate
or LIBOR, or by the actual number of days in the year in the case the Interest
Rate Basis of this Security is the CMT Rate or the Treasury Rate.

                  On each Optional Reset Date, if any, specified on the face
hereof, the Company has the option to
<PAGE>
reset the Spread and the Spread Multiplier. If no date or dates for such reset
are set forth on the face hereof, this Security will not be subject to such
reset. The Company may exercise such option by notifying the Trustee of such
exercise at least 45 but not more than 60 days prior to an Optional Reset Date.
Not later than 40 days prior to such Optional Reset Date, the Trustee will mail
to the Holder hereof a notice (the "Reset Notice"), first class, postage
prepaid. The Reset Notice will indicate whether the Company has elected to reset
the Spread or Spread Multiplier and if so, (1) such new Spread or Spread
Multiplier, as the case may be; and (2) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or, if there is no such next Optional Reset Date, to Stated Maturity (each such
period a "Subsequent Interest Period"), including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during such Subsequent Interest Period.

         Notwithstanding the foregoing, the Company may, at its option, revoke
the Spread or Spread Multiplier as provided for in the Reset Notice, and
establish a Spread or Spread Multiplier that is higher (or lower if this
Security is designated an Inverse Floating Rate Note) than the Spread or Spread
Multiplier provided for in the relevant Reset Notice for the Subsequent Interest
Period commencing on such Optional Reset Date, by causing the Trustee to mail,
not later than 20 days prior to an Optional Reset Date (or, if the day is not a
Business Day, on the immediately succeeding Business Day), a notice of such new
Spread or Spread Multiplier to the Holder hereof. Such notice will be
irrevocable. The Company must notify the Trustee of its intentions to revoke
such Reset Notice at least 25 days prior to such Optional Reset Date. If the
Spread or Spread Multiplier hereof is reset on an Optional Reset Date and the
Holder hereof has not tendered this Security for repayment (or has validly
revoked any such tender) pursuant to the next succeeding paragraph, such Holder
will bear such new Spread or Spread Multiplier for the Subsequent Interest
Period.

         If the Company elects to reset the Spread or Spread Multiplier as
described above, the Holder hereof will have the option to elect repayment
hereof by the Company on any Optional Reset Date at a price equal to the
aggregate principal amount hereof outstanding on, plus any interest accrued to,
such Optional Reset Date. In order to exercise such option, the Holder hereof
must follow the procedures set forth below for optional repayment, except that
(1) the period for delivery of this Security or notification to the Trustee will
be at least 25 but not more than 35 days prior to such Optional Reset Date and
(2) a Holder who has tendered for repayment pursuant to a Reset Notice may, by
written notice to the Trustee, revoke any such tender until the close of
business on the tenth day prior to such Optional Reset Date.

         The Company may extend the Stated Maturity of this Security for the
number of periods of whole years from one to five, if any, specified on the face
hereof under Extension Periods up to but not beyond the Final Maturity Date
specified on the face hereof. If no period or periods for such extension are set
forth on the face hereof, this Security will not be subject to such extension
and will finally mature on the Stated Maturity specified on the face hereof. The
Company may exercise such option by notifying the Trustee of such exercise at
least 45 but not more than 60 days prior to the old Stated Maturity. Not later
than 40 days prior to the old Stated Maturity, the Trustee will mail to the
Holder hereof a notice (the "Extension Notice"), first class, postage prepaid.
The Extension Notice will set forth (1) the election of the Company to extend
the Stated Maturity; (2) the new Stated Maturity; (3) the Spread or Spread
Multiplier applicable to the Extension Period; and (4) the provisions, if any,
for redemption during the Extension Period, including the date or dates on which
or the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by such
Trustee of an Extension Notice to the Holder hereof, the Stated Maturity shall
be extended automatically, and, except as modified by the Extension Notice and
as described in the next paragraph, this Security will have the same terms as
prior to the mailing of such Extension Notice.

         Notwithstanding the foregoing, not later than 20 days prior to the old
Stated Maturity, the Company may, at its option, revoke the Spread or Spread
Multiplier provided for in the Extension Notice and establish a higher (or lower
if this Security is designated an Inverse Floating Rate Note) Spread or Spread
Multiplier for the Extension Period, by causing the Trustee to mail notice of
such new Spread or Spread Multiplier, as the case may be, first class, postage
prepaid, to the Holder hereof. Such notice will be irrevocable. In such case,
this Security will bear such new Spread or Spread Multiplier for the Extension
Period, whether or not tendered for repayment.
<PAGE>
         If the Company extends the Stated Maturity, the Holder hereof will have
the option to elect repayment hereof by the Company on the old Stated Maturity
at a price equal to the principal amount hereof, plus any interest accrued and
unpaid to such date. In order to exercise such option, the Holder hereof must
follow the procedures set forth for optional repayment, except that (1) the
period for delivery of this Security or notification to the Trustee will be at
least 25 but not more than 35 days prior to the old Stated Maturity and (2) a
Holder who has tendered for repayment pursuant to an Extension Notice may, by
written notice to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated Maturity.

         Unless otherwise indicated on the face of this Security, this Security
may not be redeemed prior to Stated Maturity. If so indicated on the face of
this Security, this Security may be redeemed, at the option of the Company, on
any date on or after the date set forth on the face hereof, either in whole or
from time to time in part at a redemption price equal to 100% of the principal
amount redeemed, together with interest accrued and unpaid thereon to the date
of redemption. Notice of redemption shall be mailed to the Holders of the
Securities designated for redemption at their addresses as the same shall appear
in the Security Register not less than 30 and not more than 60 days prior to the
date of redemption, subject to all the conditions and provisions of the
Indenture. In the event of any redemption, the Company will not be required to
(1) issue, register the transfer of, or exchange any Security during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending at the close of business on the date of mailing of the
relevant notice of redemption or (2) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except the unredeemed
portion of any Security being redeemed in part. Only a new Security or
Securities for the amount of the unredeemed portion hereof shall be issued in
the name of the Holder upon the cancellation hereof.

         If so provided on the face of this Security, the Security will be
subject to repayment at the option of the Holder on the date or dates so
indicated on the face hereof. If no date or dates for such repayment are set
forth on the face hereof, this Security will not be repayable at the option of
the Holder prior to Stated Maturity. On an optional repayment date, if any, this
Security will be repayable in whole or in part in increments of $1,000 at the
option of the Holder at a price equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment, if not
more than 60 nor less than 30 days prior to the date or dates of repayment set
forth on the face hereof, the Company receives either (a) the Security with the
form entitled "Option to Elect Repayment" on the reverse of the Security duly
completed or (b) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America stating the name of the Holder of the Security, the principal
amount of the Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised, and a guarantee that the
Security to be repaid with the form entitled "Option to Elect Repayment" on the
reverse of the Security duly completed will be received by the Company within
five Business Days after the date of the telegram, telex, facsimile transmission
or letter, and the security and form duly completed are so received by the
Company. Any notice of this effect received by the Company will be irrevocable.
The final and binding determination of all questions as to the validity,
eligibility (including time of receipt) and acceptance of this Security for
repayment will be made by the Company. In the event of repayment of this
Security in part only, a new Security for the unrepaid portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of the series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         Unless otherwise specified on the face hereof, if (1) this Security is
issued with original issue discount (as defined in the Internal Revenue Code of
1986, as amended)( the "Code"), and (2) the principal hereof is declared to be
due and payable immediately, the amount of principal due and payable with
respect hereto shall be limited to the Principal Amount hereof multiplied by the
sum of the Issue Price hereof (expressed as a percentage of the Principal Amount
hereof); plus the aggregate portions of the original issue discount (consisting
of the excess of the amounts considered as part of the "stated redemption price
at maturity" of the Security within the meaning of Section 1273(a)(2) of the
Code, whether denominated as principal or interest, over the Issue Price), which
have
<PAGE>
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issuance of the Security to the date of
determination; and minus any amount paid from the date of issuance up to the
date of determination which is considered part of the "stated redemption price
at maturity" of the Security.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of not less than a majority in
principal amount of the outstanding Securities of any series to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

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

         This Security is exchangeable only if (1) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor Depositary is not appointed within the time specified in the
Indenture, or (2) the Company in its sole discretion determines that all Global
Securities of the same series as this Security shall be exchangeable for
definitive Securities of differing denominations aggregating a like amount in
registered form. If this Security is exchangeable pursuant to the preceding
sentence, it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in denominations of
$1,000 and integral multiples of $1,000 in excess thereof, bearing interest at
the same rate or pursuant to the same formula, having the same date of issuance,
redemption provisions, if any, Stated Maturity and other terms.

         The Depositary will not sell, assign, transfer or otherwise convey any
beneficial interest in this Security unless such beneficial interest is in an
amount equal to $1,000 or an integral multiple of $1,000 in excess thereof. The
Depositary, by accepting this Security, agrees to be bound by such provision.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.

         All percentages resulting from any calculation on this Security 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 dollar amounts
used in or resulting from such calculation on this Security will be rounded to
the nearest cent (with one-half cent being rounded upwards).

         THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal as of the Dated Date set forth on the face
hereof.

                                        INTERNATIONAL LEASE FINANCE CORPORATION

[Seal]

                                        By:
                                             ----------------------------------
                                             Chairman of the Board

                                            ----------------------------------
                                            President

Attest:


----------------------------------
         Secretary

         Unless the certificate of authentication hereon has been executed by
The Bank of New York, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories or
authorized Authenticating Agents, this Note shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose.

                          CERTIFICATE OF AUTHENTICATION

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

Date of Registration:

                                         THE BANK OF NEW YORK,
                                         as Trustee

                                         By
                                            ----------------------------------
                                            Authorized Signatory
<PAGE>
[FORM OF ASSIGNMENT]

                                  ABBREVIATIONS

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

         TEN COM -- as tenants in common
         TEN ENT -- as tenants by the entireties
         JT TEN  -- as joint tenants with right of survivorship and not as
                    tenants in common


UNIF GIFT MIN ACT --                     Custodian
                     ------------------            -------------------
                            (Cust)                      (Minor)

under Uniform Gifts to Minors Act
                                  -----------------------------
                                     (State)

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

                         ------------------------------

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

Please insert Social Security or Other
Identifying Number of Assignee
                                ---------------------------------

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


_____________________________________________________ Attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.

Dated:
       -------------------

                            ---------------------------------------------------

                            ---------------------------------------------------
                            Notice:  The signature to this assignment must
                                     correspond with the name as written on
                                     the face of the within instrument in every
                                     particular, without alteration or
                                     enlargement, or any change whatever.
<PAGE>
                            OPTION TO ELECT REPAYMENT

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

         The undersigned acknowledges that for the within Security to be repaid,
the Company must receive at the offices or agencies of the Trustee in The City
of New York, during the period specified in this Security (1) the Security with
this "Option to Elect Repayment" form duly completed, or (2) a telegram, telex,
facsimile or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the Holder of
the Security, the principal amount of the Security, the amount of the Security
to be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security to be repaid with the "Option to Elect
Repayment" form duly completed will be received by the Company not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter and such Security and form duly completed are received by
the Company by such fifth Business Day. Any such notice received by the Company
during the period specified in this Security shall be irrevocable.

         If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which the Holder elects to have repaid: $______________; and
specify the denomination or denominations (which shall be $1,000 or an integral
multiple thereof) of the Security or Securities to be issued to the Holder for
the portion of the within Security not being repaid (in the absence of any such
specification, one such Security will be issued for the portion not being
repaid): $______________.

Dated:

                                     __________________________________________
                                     Note: The signature to this Option to Elect
                                     Repayment must correspond with the name as
                                     it appears upon the face of the within
                                     Security in every particular without
                                     alteration or enlargement or any change
                                     whatever.