Exhibit 4(j)

               FORM OF PERMANENT GLOBAL FLOATING RATE BEARER NOTE

                      GENERAL ELECTRIC CAPITAL CORPORATION

BEARER                                                                    BEARER
NO. PGFL                                                          [         ](1)
                                                                  [         ](2)

THIS SECURITY IS A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED
BELOW).

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES
OR IF SO PROVIDED HEREIN REGISTERED NOTES, THIS GLOBAL NOTE 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.

----------------------------------
(1) Insert principal amount.

(2) Insert optional payment amount if the note has dual-currency feature.




                      GENERAL ELECTRIC CAPITAL CORPORATION
                              EURO MEDIUM-TERM NOTE
                                 (FLOATING RATE)

                                     SERIES:

<TABLE>
<S>                              <C>                           <C>                               <C>
COMMON CODE:                     MINIMUM INTEREST RATE:        INTEREST RESET PERIOD:            INITIAL REDEMPTION DATE:

ISIN:                            INDEX MATURITY:               INTEREST RESET DATES:             INITIAL REDEMPTION
                                                                                                 PERCENTAGE:

ORIGINAL ISSUE DATE:             OPTION ELECTION DATES:        APPLICABILITY OF MODIFIED         APPLICABILITY OF ANNUAL
                                                               PAYMENT UPON ACCELERATION         REDEMPTION PERCENTAGE
                                                               OR REDEMPTION:                    REDUCTION:
MATURITY DATE:                   OPTIONAL PAYMENT
                                 CURRENCY:                     If yes, state Issue Price and     If yes, state Annual Percentage
                                                               each redemption date and          Reduction:
                                                               redemption price:

SPECIFIED (FACE AMOUNT)          DESIGNATED EXCHANGE RATE:     INDEXED CURRENCY:                OPTIONAL REPAYMENT DATE(S):
CURRENCY:

INTEREST PAYMENT DATE(S):
                                 OPTION VALUE CALCULATION      CURRENCY BASE RATE:
                                 AGENT:                                                          DENOMINATIONS OF DEFINITIVE
INTEREST RATE BASIS:                                                                             NOTES (if not as set forth
                                                               DETERMINATION AGENT:              herein):
                                 SPREAD (PLUS OR MINUS):
INITIAL INTEREST RATE:
                                                               AVAILABILITY OF REGISTERED        TAX REDEMPTION DATE:
                                 ALTERNATE RATE EVENT          NOTES:
INTEREST ACCRUAL DATE:           SPREAD:

MAXIMUM INTEREST RATE:           SPREAD MULTIPLIER:


                                 INTEREST PAYMENT PERIOD:
</TABLE>

CALCULATION AGENT:

                                             IF INTEREST RATE BASIS IS LIBOR:
                                             DESIGNATED LIBOR CURRENCY:________
                                             DESIGNATED LIBOR PAGE:
                                             [  ]  Reuters Page: ____________
                                             [  ]  Telerate Page:  __________

INTEREST CALCULATION:                        DAY COUNT CONVENTION
[  ]  Regular Floating Rate Note             [  ] Actual/360 for the period
[  ]  Floating Rate/Fixed Rate                     from          to
        Fixed Rate Commencement Date:        [  ] Other:
        Fixed Interest Rate:
[  ]  Inverse Floating Rate Note
        Fixed Interest Rate:

ADDENDUM ATTACHED:                           OTHER PROVISIONS:
[  ]  Yes
[  ]  No

         General Electric Capital Corporation (together with its successors and
assigns, the "Company"), for value received, hereby promises to pay to the
holder hereof upon surrender hereof, the principal sum (or Face Amount, if the
Note has a dual-currency or index feature) specified in Schedule A hereto on the
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Maturity Date) and to pay interest thereon to the bearer at the interest
rate per annum calculated in accordance with the terms hereof from the Original
Issue Date specified above until the principal hereof is paid or duly made
available for payment (except as provided below), in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified

                                       2




above), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date (or any redemption
or repayment date); provided, however, that each of Euroclear Bank, S.A./N.V. as
operator of the Euroclear System (the "Euroclear Operator"), and Clearstream,
Banking societe anonyme ("Clearstream, Luxembourg"), or any other recognized or
agreed clearing system, shall be deemed a holder of this Note with respect to
the portion hereof held for its respective account; and provided further,
however, that if the Original Issue Date occurs between a date that is 15 days
prior to the next succeeding Interest Payment Date and such Interest Payment
Date, interest payments will commence on the second Interest Payment Date
succeeding the Original Issue Date to the holder of this Note on such second
Interest Payment Date.

         Payment of the principal of this Note and any premium due at the
Maturity Date (or any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Fiscal and Paying Agent or at the office or agency of such other paying agents
outside the United States (this and certain other capitalized terms used herein
are defined on the reverse of this Note) as the Company may determine maintained
for that purpose (a "Paying Agent").

         Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, will be paid to the holder of this Note at
the office or agency of the Fiscal and Paying Agent or at the office of any
Paying Agent and the Fiscal and Paying Agent shall cause Schedule A of this Note
to be endorsed to reflect such payment of interest and the amount of interest so
paid will be noted.

         If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.

         If the Specified Currency indicated on the face hereof is U.S. dollars,
any payment of the principal of and premium, if any, and interest on this Note
will be made, subject to applicable laws and regulations, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.

         This Note is issued in the principal amount set forth on the face
hereof, but the total aggregate principal amount of the Series to which this
Note belongs is unlimited. The Company has the right, without the consent of the
holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Fiscal and Paying Agent by manual signature, this Note shall not be entitled
to any benefit under the Fiscal Agency Agreement, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

                                       3




         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.

DATED:                               GENERAL ELECTRIC CAPITAL
                                       CORPORATION

[SEAL]                               By:
                                     Title: Senior Vice President - Corporate
                                            Treasury and Global Funding
                                            Operation

Attest:

By:
Title: Assistant Secretary


CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to
in the within-mentioned Fiscal Agency Agreement.

JPMORGAN CHASE BANK
         as Fiscal and Paying Agent

By:
      Authorized Officer

                                       4




                            [FORM OF REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Euro Medium-Term Notes
of the Series specified on the face hereof, having maturities of nine months or
more from the date of issue (the "Notes") of the Company. The Notes are issuable
under a fourth amended and restated fiscal and paying agency agreement, dated as
of May 23, 2003 among the Company, GE Capital Australia Funding Pty. Ltd.,
General Electric Capital Canada Inc., GE Capital Canada Funding Company, GE
Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, as
fiscal agent and as principal paying agent (in such capacities, the "Fiscal and
Paying Agent") (as amended and supplemented from time to time, the "Fiscal
Agency Agreement") to which Fiscal Agency Agreement reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Company and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. JPMorgan Chase Bank at
its office in London has been appointed the Exchange Rate Agent (the "Exchange
Rate Agent", which term includes any successor exchange rate agent) with respect
to the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Fiscal Agency Agreement. To the extent not inconsistent
herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by
reference herein.

         This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.

         Unless otherwise indicated on the face of this Note, this Note shall
not be subject to repayment at the option of the holder prior to the Maturity
Date. If so indicated on the face of this Note, this Note may be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
1,000 units of the Specified Currency indicated on the face hereof (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
hereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, the Company must receive at the
corporate trust office of the Fiscal and Paying Agent in the City of London, at
least 30 days but not more than 60 days prior to the repayment, (i) this Note
with the form entitled "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, facsimile transmission or a letter from a
commercial bank or trust company in Western Europe which must set forth the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse hereof, will be received by
the Fiscal and Paying Agent not later than the fifth Business Day after the date
of such telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.

         This Note will bear interest at the rate determined as follows:

                  1.       If this Note is designated as a Regular Floating Rate
         Note on the face hereof, then, except as described below, this Note
         shall bear interest at the rate determined by reference to the
         applicable Interest Rate Basis shown on the face hereof (i) plus or
         minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof. Commencing on the first Interest
         Reset Date (the "Initial Interest Reset Date"), the rate at which
         interest on this Note is payable shall be reset as of each Interest
         Reset Date specified on the face hereof; provided, however, that (i)
         the interest rate in effect for the period from the Original Issue Date
         to the Initial Interest Reset Date will be the Initial Interest Rate,
         and (ii) unless otherwise specified on the face hereof, the interest
         rate in effect hereon for the ten calendar days immediately prior to a
         Maturity Date shall be that in effect on the tenth calendar day
         preceding such Maturity Date.

                                       5




                  2.       If this Note is designated as a Floating Rate/Fixed
         Rate Note on the face hereof, then, except as described below, this
         Note shall initially bear interest at the rate determined by reference
         to the applicable Interest Rate Basis shown on the face hereof (i) plus
         or minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof. Commencing on the Initial Interest
         Reset Date, the rate at which interest on this Note is payable shall be
         reset as of each Interest Reset Date specified on the face hereof;
         provided, however, that (i) the interest rate in effect for the period
         from the Original Issue Date to the Initial Interest Reset Date will be
         the Initial Interest Rate; (ii) unless otherwise specified on the face
         hereof, the interest rate in effect hereon for the ten calendar days
         immediately prior to the Fixed Rate Commencement Date shall be that in
         effect on the tenth calendar day preceding the Fixed Rate Commencement
         Date; and (iii) the interest rate in effect commencing on, and
         including, the Fixed Rate Commencement Date to the Maturity Date shall
         be the Fixed Interest Rate, if such a 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.

                  3.       If this Note is designated as an Inverse Floating
         Rate Note on the face hereof, then, except as described below, this
         Note will bear interest equal to the Fixed Interest Rate indicated on
         the face hereof minus the rate determined by reference to the
         applicable Interest Rate Basis shown on the face hereof (i) plus or
         minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof; provided, however, that the
         interest rate hereon will not be less than zero. Commencing on the
         Initial Interest Reset Date, the rate at which interest on this Note is
         payable shall be reset as of each Interest Reset Date specified on the
         face hereof; provided, however, that (i) the interest rate in effect
         for the period from the Original Issue Date to the Initial Interest
         Reset Date will be the Initial Interest Rate, and (ii) unless otherwise
         specified on the face hereof, the interest rate in effect hereon for
         the ten calendar days immediately prior to a Maturity Date shall be
         that in effect on the tenth calendar day preceding such Maturity Date.

                  4.       Notwithstanding the foregoing, if this Note is
         designated above as having an Addendum attached, the Note shall bear
         interest in accordance with the terms described in such Addendum.

         Except as provided above, the interest rate in effect on each day shall
be (a) if such day is an Interest Reset Date, the interest rate determined on
the Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) 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, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.

         Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the CD Rate, Commercial Paper Rate, Federal
Funds Rate and Prime Rate will be the second Business Day next preceding such
Interest Reset Date. The Interest Determination Date with respect to the
Eleventh District Cost of Funds Rate will be the last working day of the month
immediately preceding each Interest Reset Date on which the Federal Home Loan
Bank of San Francisco (the "FHLB of San Francisco") publishes the Index (as
defined below). Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking Day
(as defined below) preceding such Interest Reset Date, unless the Designated
LIBOR Currency (as defined herein) is (i) pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest Reset Date, or
(ii) euro, in which case the Interest Determination Date will be the second
TARGET Settlement Day (as defined herein) preceding such Interest Reset Date.
Unless otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to EURIBOR shall be the second TARGET Settlement Day preceding each
Interest Reset Date for the related Notes. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in which such
Interest Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if an auction is held on the Friday of the week
preceding such Interest Reset Date, the related Interest Determination Date
shall be such preceding Friday; and provided, further, that if an auction shall
fall on any Interest Reset Date, then the Interest

                                       6




Reset Date shall instead be the first Business Day following the date of such
auction. "London Banking Day" means any day on which commercial banks are open
for business (including dealings in the Designated LIBOR Currency) in London,
England.

         The "Calculation Date" 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 preceding the applicable Interest Payment
Date or Maturity Date, as the case may be.

         DETERMINATION OF CD RATE. If the Interest Rate Basis specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
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 "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication ("H.15(519)"), under the heading "CDs (Secondary Market)",
or, if not so published by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable certificates of deposit
of the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "CDs (Secondary Market)". If such rate is not yet published in either
H.15(519), H.15 Daily Update, or such other recognized electronic source by 3:00
P.M., New York City time, on such Calculation Date pertaining to such Interest
Determination Date, then the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent referred to on the face hereof and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New
York City time, on such Interest Determination Date, for negotiable certificates
of deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000 as quoted by three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such Interest Determination Date shall be the CD Rate as in
effect on such Interest Determination Date. For the purposes hereof, "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 United States Federal
Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor service.

         DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper Nonfinancial," or if not so published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield of
the rate on such Interest Determination Date for commercial paper of the Index
Maturity specified on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "Commercial Paper Nonfinancial". If such rate is not yet
available in either H.15(519) , H.15 Daily Update, or such other recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
then the Commercial Paper Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on
such Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized rating agency, as
quoted by three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered rates as
set forth above, the Commercial Paper Rate with respect to such Interest
Determination Date shall be the Commercial Paper Rate in effect on such Interest
Determination Date.

         "Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

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

                                       7




where "D" refers to 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 period for which interest is being calculated.

         DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE. If the Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated above, the Eleventh District Cost of Funds Rate shall be determined on
each applicable Interest Determination Date and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Interest Determination Date as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
such Interest Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Interest
Determination Date.

         DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as such rate is
displayed on Telerate Page 120, or, if the rate does not appear on Telerate Page
120 or is not published in H.15(519) prior to 11:00 a.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Federal Funds (Effective)".
If such rate does not appear on Telerate Page 120 or is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source by 3:00
p.m., New York City time, on such Calculation Date, the Federal Funds Rate for
such 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 as of 11:00 a.m., New York City time, on such
Interest Determination Date arranged by three leading brokers of Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three brokers are providing the aforesaid
quotes, the Federal Funds Rate with respect to such Interest Determination Date
shall be the Federal Funds Rate in effect on such Interest Determination Date.

         DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the
face hereof is LIBOR, LIBOR with respect to this Note shall be determined on
each Interest Determination Date as follows:

                  (i)      LIBOR will be either (a) if "LIBOR Telerate" is
         specified on the face hereof or if the face hereof does not specify a
         source for LIBOR, the rate for deposits in the London interbank market
         in the Designated LIBOR Currency (as defined below) having the Index
         Maturity designated on the face hereof commencing on the second
         Business Day immediately following such Interest Determination Date
         (or, if pounds sterling is the Designated LIBOR Currency, beginning on
         such date or, if euro is the Designated LIBOR Currency, beginning on
         the second TARGET Settlement Day immediately after such date), that
         appears on the Designated LIBOR Page (as defined below) as of 11:00
         a.m., London time, on that Interest Determination Date, or (b) if
         "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of
         the offered rates for deposits in the London interbank market in the
         Designated LIBOR Currency having the Index Maturity designated on the
         face hereof and commencing on the second Business Day immediately
         following such Interest Determination Date, (or, if pounds sterling is
         the Designated LIBOR Currency, beginning on such date or, if euro is
         the Designated LIBOR Currency, beginning on the second TARGET
         Settlement Day immediately after such date), that appears on the
         Designated LIBOR Page (as defined below) that appear on the Designated
         LIBOR Page as of 11:00 a.m., London time, on such Interest
         Determination Date, if at least two such offered rates on such
         Designated LIBOR Page. If fewer than two offered rates appear, or no
         rate appears, as applicable, LIBOR in respect of such Interest
         Determination Date will be determined as if the parties had specified
         the rate described in clause (ii) below.

                                       8




                  (ii)     If fewer than two offered rates appear, or no rate
         appears, as the case may be, on the applicable 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, to
         provide the Calculation Agent with its offered quotation for deposits
         in the Designated LIBOR Currency for the period of the Index Maturity
         designated on the face hereof, commencing on the second Business Day
         (or if pounds sterling is the Designated LIBOR Currency, commencing on
         such Interest Determination Date or, if euro is the Designated LIBOR
         Currency, beginning on the second TARGET Settlement Day immediately
         after such date) immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 a.m., London time, on such Interest Determination Date and in a
         principal amount that is representative for a single transaction in
         such Designated LIBOR Currency in such market at such time. If at least
         two such quotations are provided, LIBOR determined on such Interest
         Determination Date will be the arithmetic mean of such quotations. If
         fewer than two quotations are provided, LIBOR determined on such
         Interest Determination Date will be the arithmetic mean of the rates
         quoted at approximately 11:00 a.m. (or such other time specified on the
         face hereof), New York City time, on such Interest Determination Date
         by three major banks (one of which may be an affiliate of the
         calculation agent) in the Principal Financial Center selected by the
         calculation agent. The rates will be for loans in the Designated LIBOR
         Currency to leading European banks having the Index Maturity designated
         in the applicable Pricing Supplement beginning on the second London
         Business Day after that date (or, if pounds sterling is the Designated
         LIBOR Currency, commencing on such date or, if euro is the Designated
         LIBOR Currency, beginning on the second TARGET Settlement Day
         immediately after such date) and in a Representative Amount; provided,
         however, that if the banks so selected by the Calculation Agent are not
         quoting as mentioned in this sentence, LIBOR with respect to such
         Interest Determination Date will be LIBOR in effect on such Interest
         Determination Date.

         "DESIGNATED LIBOR CURRENCY" means the currency (including composite
currencies and euro) specified on the face hereof as the currency with respect
to which LIBOR shall be calculated. If no such currency is specified on the face
hereof, the Designated LIBOR Currency shall be U.S. dollars.

         "DESIGNATED LIBOR PAGE" means either (a) if "LIBOR Reuters" is
specified in on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major banks
for the applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate" is
specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the manner of calculating LIBOR, the display on Telerate (or any
successor service) for the purpose of displaying the London interbank offered
rates of major banks for the applicable Designated LIBOR Currency.

         DETERMINATION OF EURIBOR. If the Interest Rate Basis specified on the
face hereof is EURIBOR, EURIBOR with respect to this Note shall be determined on
each Interest Determination Date and shall be the rate for deposits in euros
having the Index Maturity designated on the face hereof that appears on the
Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest
Determination Date. If such rate does not appear on the Designated EURIBOR Page
as of 11:00 a.m., Brussels time, on that Interest Determination Date, then the
Calculation Agent will request the principal offices of four major banks (one of
which may be an affiliate of the Calculation Agent) in the Euro-zone selected by
the Calculation Agent to provide such bank's offered quotation to prime banks in
the Euro-zone interbank market for deposits in euros having the Index Maturity
designated on the face hereof as of 11:00 a.m., Brussels time, on such Interest
Determination Date and in a Representative Amount. If at least two quotations
are provided, EURIBOR determined on such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
EURIBOR determined on such Interest Determination Date will be the arithmetic
mean of the rates quoted by major banks (which may include an affiliate of the
Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at
approximately 11:00 a.m., Brussels time, on the Interest Determination Date for
loans in euros to leading European banks for a period of time corresponding to
the Index Maturity designated on the face hereof and in a Representative Amount.
If no rates are quoted by major banks, EURIBOR for such Interest Determination
Date will be EURIBOR in effect for such Interest Determination Date. "Euro-zone"
means the area encompassed by member states in the European Union that are
participating in the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Communities, as amended by the
Treaty on European Union.

                                       9




         DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on
the face hereof is the Prime Rate, the Prime Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate on
such date as published in H.15(519) under the heading "Bank Prime Loan", or if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate will be the rate
as published on such Interest Determination Date in the H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan". If such rate is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source, then
the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to
the next higher one-hundred thousandth of a percentage point) of the rates of
interest publicly announced by each bank named 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 Interest Determination Date as quoted on the Reuters Screen U.S.
Prime 1 Page on such interest Determination Date, or, if fewer than four, but
more than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for
such Interest Determination Date, the rate shall be the arithmetic mean of the
prime rates quoted on the basis of actual number of days in the year divided by
360 as of the close of business on such Interest Determination Date by four
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested. For purposes of making the foregoing
determination, each change in the prime rate or base lending rate of any bank so
announced by such bank will be effective as of the effective date of the
announcement or, if no effective date is specified, as of the date of the
announcement. If fewer than two such quotations are provided, the Prime Rate
will be calculated by the Calculation Agent and will be determined as the
arithmetic mean on the basis of the prime rates or base lending rates quoted in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States or
any state thereof, each having total equity capital of at least $500 million and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent to quote 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 with respect
to such Interest Determination Date will be the Prime Rate in effect on such
Interest Determination Date.

         DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as it appears under the caption "[HIGH RATE]" on page 56 or page 57 of
Telerate (or any other pages that may replace such pages on such service) or if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate on such
Interest Determination Date (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 on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held in the five Business Days preceding such Interest Determination
Date, then the Treasury Rate shall be calculated by the Calculation Agent and
shall 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 such
Treasury bills having the specified Index Maturity as published in H.15(519)
under the caption "U.S. Government Securities Treasury Bills [Auction high]." If
such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on
the related Calculation Date, the rate on such Interest Determination Date of
such Treasury bills will be as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/[Auction high]" on such
Interest Determination Date If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source on such Interest
Determination Date, then the Treasury Rate 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 Interest Determination Date, of three leading primary United States
government securities dealers 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; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting bid rates as mentioned in this
sentence, the Treasury Rate with respect to such Interest Determination Date
will be the Treasury Rate in effect on such Interest Determination Date.

                                       10




         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, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this 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 Federal law of general application.

         At the request of the holder hereof, the Calculation Agent will provide
to the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.

         Interest payments on this Note will equal the amount of interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid (or from and including the date of issue of the
predecessor global Note, if no interest has been paid) to but excluding the
related Interest Payment Date; provided, however, that if the Interest Reset
Period with respect to this Note is daily or weekly, each interest payment will
include interest accrued from and including the date of issue of the predecessor
global Note or from but excluding the fifteenth calendar day preceding the next
preceding Interest Payment Date (whether or not such fifteenth calendar day is a
Business Day) to which interest has been paid, as the case may be, through and
including the fifteenth calendar day preceding the applicable Interest Payment
Date (whether or not such fifteenth calendar day is a Business Day), unless
otherwise specified on the face hereof; and provided, further, that the interest
payment with respect to this Note made on the Maturity Date will include
interest accrued to but excluding such Maturity Date.

         Unless otherwise specified on the face hereof, the day count fraction
in respect of the calculation of an amount of interest on this Note for any
period of time (the "Calculation Period") will be computed and paid on the basis
of the actual number of days in the Calculation Period divided by 360.

         Accrued interest on this Note will be calculated by multiplying the
principal amount of this Note (or, if this Note is designated as an Indexed Note
on the face hereof, the face amount of such Indexed Note) by an accrued interest
factor. The accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each day will be computed by dividing
the interest rate in effect on that day by 360, unless an alternative day-count
fraction is specified on the face hereof, in which case the corresponding
denominator of such alternative day count fraction will be used to compute the
interest factor. If the interest rate on this Note may be calculated with
reference to two or more Interest Rate Bases, the accrued interest factor will
be calculated in each period by selecting one such Interest Rate Basis for such
period. For these calculations, the interest rate in effect on any Interest
Reset Date will be the new reset rate.

         All percentages resulting from any calculation will be to the nearest
one hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).

         If any Interest Payment Date other than the Maturity 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, except that in the case of a
Floating Rate Note as to which 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. If the Maturity
Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date such payment was due, an no interest will
accrue on such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.

         This Note is unsecured and ranks pari passu with all other unsecured
and unsubordinated indebtedness of the Company.

         This Note is issuable in bearer form (the "Bearer Notes"), without
interest coupons attached, and is exchangeable upon 30 days' written notice to
the Fiscal and Paying Agent, in whole or from time to time in part, for (i)
Bearer Notes, with interest coupons attached, in the denominations of 1,000
units, 10,000 units or 100,000 units of the

                                       11




Specified Currency indicated on the face hereof (unless otherwise specified on
the face hereof) or (ii) (if so specified on the face hereof) Notes in fully
registered form, without coupons ("Registered Notes"), in denominations of
10,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof
(unless otherwise specified on the face hereof) at the office of the Fiscal and
Paying Agent, upon the request the Euroclear Operator or Clearstream,
Luxembourg, acting on behalf of the owners of beneficial interests in the Note,
and upon Certification to the effect set forth in Exhibits B-1 and B-2 attached
hereto and upon compliance with the other procedures set forth in the Fiscal
Agency Agreement; provided, however, that no such exchange may occur during a
period beginning at the opening of business 15 days before the day of the first
publication of a notice of redemption and ending on the relevant redemption
date. All expenses incurred as a result of any such exchange shall be paid by
the Company. Notwithstanding anything to the contrary contained in this
paragraph, the Fiscal and Paying Agent shall not be required to exchange the
entire aggregate principal amount of a permanent global Bearer Note for
definitive Bearer Notes in the event beneficial owners of less than the entire
aggregate principal amount of the permanent global Bearer Note have requested
definitive Bearer Notes, provided the operating rules and regulations of the
clearance system then in effect would permit less than the entire aggregate
principal amount of the permanent global Bearer Note to be so exchanged. Upon
exchange of any portion of this Note for a definitive Bearer Note or definitive
Bearer Notes, or a definitive Registered Note or definitive Registered Notes,
the Fiscal and Paying Agent shall cause Schedule A of this Note to be endorsed
to reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of such definitive Bearer Note or Bearer Notes, or
such definitive Registered Note or Registered Notes, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so exchanged and
noted. The date of surrender of any Note delivered upon any exchange or transfer
of Notes shall be such that no gain or loss of interest results from such
exchange or transfer.

         This Note may be transferred by delivery; provided, however, that this
Note may be transferred only to a common depositary outside the United States
for the Euroclear Operator or Clearstream, Luxembourg, or to a nominee of such a
depositary.

         In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or
defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case
of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.

         The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.

         If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.

         Notes of the Series of which this Note forms a part may be redeemed, at
the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus

                                       12




the Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below. Prior to the giving
of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Notes were then due.

         Notice of redemption will be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice. Such notice will be given in
accordance with "Notices" as defined below.

         If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest[, including
original issue discount,](3) due in respect of any Bearer Notes of the Series of
which this Note forms a part would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Company may redeem the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of Original Issue Discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption), or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem
the Bearer Notes if the Company shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Company shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of any of the holders of Bearer
Notes called for redemption pursuant to this paragraph to exchange such Bearer
Notes for Registered Notes will terminate at the close of business of the Fiscal
and Paying Agent on the fifteenth day prior to the date fixed for redemption,
and no further exchanges of such Series of Bearer Notes for Registered Notes
shall be permitted.

--------------------------
(3) Include if Notes are original issue discount notes.

                                       13




         If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph would
be fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect to pay as Additional Amounts such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirements by the Company or any Paying Agent of principal or
interest, [including original issue discount,(4)] due in respect of any Bearer
Note or any interest coupon of which the beneficial owner is a United States
Alien (but without any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge which
(i) would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay Additional Amounts pursuant to this paragraph, the Company
shall have the right to redeem the Bearer Notes of such Series in whole at any
time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.

         The Company will, subject to certain exceptions and limitations set
forth below, pay such additional amounts (the "Additional Amounts") to the
holder of any Note or of any coupon, if any, who is a United States Alien as may
be necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:

                  (a)      any such tax, assessment or other governmental charge
         which would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such holder,
         if such holder is an estate, a trust, a partnership or a corporation)
         and the United States, including, without limitation, such holder (or
         such fiduciary, settlor, beneficiary, member or shareholder) being or
         having been a citizen or resident thereof or being or having been
         engaged in a trade or business or present therein or having, or having
         had, a permanent establishment therein or (ii) the presentation by the
         holder of any such Note or coupon, if any, for payment on a date more
         than 15 calendar days after the date on which such payment became due
         and payable or on the date on which payment thereof is duly provided
         for, whichever occurs later;

                  (b)      any estate, inheritance, gift, sales, transfer or
         personal property tax or any similar tax, assessment or governmental
         charge;

                  (c)      any tax, assessment or other governmental charge
         imposed by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with respect
         to the United States or as a corporation which accumulates earnings to
         avoid United States federal income tax or as a private foundation or
         other tax-exempt organization;

                  (d)      any tax, assessment or other governmental charge
         which is payable otherwise than by withholding from payments on or in
         respect of any Note;

------------------------------
(4) Include if Notes are original issue discount notes.

                                       14




                  (e)      any tax, assessment or other governmental charge
         which would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of such Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

                  (f)      any tax, assessment or other governmental charge
         imposed by reason of such holder's past or present status as the actual
         or constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Company or as a direct
         or indirect subsidiary of the Company; or

                  (g)      any combination of items (a), (b), (c), (d), (e) and
         (f);

nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.

The Company will not be required to make any payment of Additional Amounts to
any holder for or on the account of :

         (a)      any tax, assessment or other governmental charged required to
                  be withheld by any Paying Agent from any payment of principal
                  of, or interest on, any Note, if such payment can be made
                  without such withholding by any other Paying Agent in a member
                  state of the European Union; or

         (b)      any tax, assessment or other governmental charge required to
                  be withheld or deducted where such withholding or deduction is
                  imposed on a payment to an individual and is required to be
                  made pursuant to any European Union Directive on the taxation
                  of savings implementing the conclusions of the ECOFIN Council
                  meeting of January 21, 2003 or any law implementing or
                  complying with, or introduced in order to conform to, such
                  Directive.

         The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and the Company and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, conveyance, transfer or other disposition, be in default in the
performance of any such covenant or obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.

         The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment

                                       15




of principal of or any other amounts payable on any such Note; (v) impair the
right to institute suit for the enforcement of any such payment on or with
respect to any such Note; (vi) reduce the above-stated percentage of the
principal amount of Notes of such Series the consent of whose holders is
necessary to modify or amend the Fiscal Agency Agreement or the Notes of such
Series or reduce the percentage of the Notes of such Series required for the
taking of action or the quorum required at any such meeting of holders of Notes
of such Series; or (vii) modify the foregoing requirements to reduce the
percentage of outstanding Notes of such Series necessary to waive any future
compliance or past default.

         Purchasers are required to pay for the Notes in the currency specified
in the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.

         If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent, the Euroclear Operator, Clearstream,
Luxembourg and/or any other relevant clearing system, elect that, with effect
from the date specified in the Redenomination Notice (the "Redenomination
Date"), such Notes shall be redenominated in euro. The election will have effect
as follows: (a) the Notes shall be deemed to be redenominated into euro in the
denomination of euro 0.01 with a nominal amount for each Note equal to the
nominal amount of that Note in the Specified Currency, converted into euro at
the Established Rate (defined below), provided that, if the Company determines
after consultation with the Paying Agent that the then market practice in
respect of the redenomination into euro of internationally offered securities is
different from the provisions specified above, such provisions shall be deemed
to be amended so as to comply with such market practice and the Company shall
promptly notify the holders of Notes, any stock exchange on which the Notes may
be listed and the Paying Agent of such deemed amendments; (b) save to the extent
that an Exchange Notice (defined below) has been given in accordance with
paragraph (d) below, the amount of interest due in respect of the Notes will be
calculated by reference to the aggregate nominal amount of Notes presented (or,
as the case may be, in respect of which coupons are presented) for payment by
the relevant holder and the amount of such payment shall be rounded down to the
nearest euro 0.01; (c) if definitive Notes are required to be issued after the
Redenomination Date, they shall be issued at the expense of the Company in the
denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the
extent of any remaining amounts less than euro 1,000 or such smaller
denominations as the Paying Agent may approve) euro 0.01 and such other
denominations as the Issuer shall determine and notify to the Noteholders; (d)
if issued prior to the Redenomination Date, all unmatured coupons denominated in
the Specified Currency (whether or not attached to the Notes) will become void
with effect from the date on which the Company gives notice (the "Exchange
Notice") that replacement euro-denominated Notes and coupons are available for
exchange (provided that such securities are so available) and no payments will
be made in respect of them. The payment obligations contained in any Notes so
issued will also become void on that date although such Notes will continue to
constitute valid exchange obligations of the Company. New euro-denominated Notes
and coupons, if any, will be issued in exchange for Notes and coupons, if any,
denominated in the Specified Currency in such manner as the Paying Agent may
specify and as shall be notified to the holders of Notes in the Exchange Notice.
No Exchange Notice may be given less than 15 days prior to any date for payment
of principal or interest on the Notes; (e) after the Redenomination Date, all
payments in respect of the Notes and the coupons, if any, including payments of
interest in respect of periods commencing before the Redenomination Date, will
be made solely in euro as though references in the Notes to the Specified
Currency were to euro. Payments will be made in euro by credit or transfer to a
euro account outside the United States (or any other account to which euro may
be credited or transferred) specified by the payee or, at the option of the
payee, by a euro cheque mailed to an address outside the United States; (f) the
applicable Pricing Supplement will specify any relevant changes to the
provisions relating to interest; and (g) such other changes shall be made as the
Company may decide, after consultation with the Paying Agent and the calculation
agent (if applicable), and as may be specified in the Redenomination Notice, to
conform them to conventions then applicable to instruments denominated in euro.
For the purposes hereof, "Established Rate" means the rate for the conversion of
the Specified Currency (including compliance with rules relating to roundings in
accordance with applicable European Union regulations) into euro established by
the Council of the European Union pursuant to Article 1091(4) of the treaty
establishing the European Communities, as amended by the Treaty on European
Union, and "sub-unit" means, with respect to any Specified Currency other than
euro, the lowest amount of such Specified Currency that is available as legal
tender in the country of such Specified Currency and, with respect to euro,
means one cent.

                                       16




         Payments of principal, premium, if any, and interest, if any, on any
Note denominated in a Specified Currency other than U.S. dollars shall be made
in U.S. dollars if, on any payment date, such Specified Currency (a) is
unavailable due to imposition of exchange controls or other circumstances beyond
the Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.

         Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars and euro that is instead made in U.S. dollars under the circumstances
described above will not constitute a default of any obligation of the relevant
Issuer under such Notes. The "Market Exchange Rate" with respect to any currency
other than U.S. dollars means, for any day, the noon dollar buying rate in The
City of New York on such day for cable transfers of such currency as published
by the Federal Reserve Bank of New York, or, if such rate is not published for
such day, the equivalent rate as determined by the Exchange Rate Agent.

         The provisions of the two preceding paragraphs shall not apply in the
event of the introduction in the country issuing any Specified Currency of the
euro pursuant to the entry of such country into European Economic and Monetary
Union. In this situation, payments of principal, premium, if any, and interest,
if any, on any Note denominated in any such Specified Currency shall be effected
in euro at such time as is required by, and otherwise in conformity with,
legally applicable measures adopted with reference to such country's entry into
European Economic and Monetary Union. All references herein or in any Pricing
Supplement to "euro" shall be to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Communities, as amended.

         All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.

         So long as this Note shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in London, England, [and in
Luxembourg](5) and an office or agency in London for the transfer and exchange
as aforesaid of the Notes. The Company may designate other agencies for the
payment of said principal, premium and interest at such place or places outside
the United States (subject to applicable laws and regulations) as the Company
may decide. So long as there shall be any such agency, the Company shall keep
the Fiscal and Paying Agent advised of the names and locations of such agencies,
if any are so designated.

         With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation that
the Company may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.

         No provision of this Note or of the Fiscal Agency Agreement 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 Note at the

------------------------------
(5) Include if Note is listed on Luxembourg Stock Exchange.

                                       17




time, place, and rate, and in the coin or currency, herein and in the Fiscal
Agency Agreement prescribed unless otherwise agreed between the Company and the
holder of this Note.

         No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Fiscal Agency
Agreement or any fiscal agency agreement supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

         This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

         As used herein:

                  (a)      the term "AMORTIZED AMOUNT" is the original issue
         discount amortized from the Original Issue Date of the predecessor
         global Note to the date of redemption or declaration, as the case may
         be, which amortization shall be calculated using the "constant yield
         method" (computed in accordance with the rules under the Internal
         Revenue Code of 1986, as amended, and the regulations thereunder, in
         effect on the date of redemption or declaration, as the case may be);

                  (b)      the term "BUSINESS DAY" means, unless otherwise
         specified in the applicable Pricing Supplement, any day other than a
         Saturday or Sunday or any other day on which banking institutions are
         generally authorized or obligated by law or regulation to close in (i)
         the Principal Financial Center of the country in which the Company is
         incorporated; (ii) the Principal Financial Center of the country of the
         currency in which the Notes are denominated (if the Note is denominated
         in a Specified Currency other than euro); (iii) the place at which
         payment on such Note or coupon is to be made; and (iv) London, England;
         provided, however, that with respect to Notes denominated in euro, such
         day is also a TARGET Settlement Day;

                  (c)      the term "DESIGNATED EURIBOR PAGE" means Capital
         Markets Report Page 248 of Telerate, or any other page as may replace
         such page on such service;

                  (d)      the term "NOTICES" refers to:

                           (1)      notices to holders of the Notes to be given
                  by publication in a daily newspaper in the English language of
                  general circulation in London and, if the Series of which this
                  Note forms a part is listed on the Luxembourg Stock Exchange
                  and such Exchange so requires, in a daily newspaper in
                  Luxembourg or, if publication in either London or Luxembourg
                  is not practical, elsewhere in Western Europe. Such
                  publication is expected to be made in the Financial Times and
                  (if such Series is listed on the Luxembourg Stock Exchange)
                  the Luxemburger Wort. Such notices will be deemed to have been
                  given on the date of such publication, or if published in such
                  newspapers on different dates, on the date of the first such
                  publication;

                           (2)      notices to holders of any Notes that are
                  listed on Euronext Amsterdam to be given by publication in a
                  leading daily newspaper in the English language of general
                  circulation in Amsterdam and London and if such Notes are
                  listed on Euronext Amsterdam and such Exchange so requires,
                  also published in the Official Price List ("Officiele
                  Prijscourant"). If publication in London or Amsterdam, as the
                  case may be, is not practical, such publication shall be made
                  elsewhere in Western Europe. Such publication is expected to
                  be made in the Financial Times in London and the Het
                  Financieele Dagblad in Amsterdam. Such notices will be deemed
                  to have been given on the date of such publication or if
                  published in such newspapers on different dates, on the date
                  of the first such publication;

                                       18




                  (e)      the term "PRINCIPAL FINANCIAL CENTER" means (i) the
         capital of the country issuing the currency in which the Notes are
         denominated or (ii) the capital city of the country to which the
         Designated LIBOR Currency relates, as applicable, except, in the case
         of (i) or (ii) above, that with respect to the following currencies,
         the "Principal Financial Center" will be as indicated below:

                    Currency                     Principal Financial Center

              United States dollars              The City of New York
              Australian dollars                 Sydney and Melbourne
              Canadian dollars                   Toronto
              New Zealand dollars                Auckland and Wellington
              South African rand                 Johannesburg
              Swiss francs                       Zurich

                  (f)      the term "REPRESENTATIVE AMOUNT" means a principal
         amount of not less than $1,000,000 (or its foreign currency equivalent)
         that in the calculation agent's judgment is representative for a single
         transaction in the relevant currency in which related Notes are issued
         in such market at such time;

                  (g)      the term "TARGET SETTLEMENT DAY" means any day on
         which the Trans-European Automated Real-Time Gross Settlement Express
         Transfer (TARGET) System is open;

                  (h)      the term "UNITED STATES" means the United States of
         America (including the States and the District of Columbia), its
         territories, its possessions and other areas subject to its
         jurisdiction;

                  (i)      the term "UNITED STATES ALIEN" means a beneficial
         owner of a Note that is not, for United States federal income tax
         purposes, (i) a citizen or resident of the United States, (ii) a
         corporation, partnership (or any other entity treated as a corporation
         or partnership for U.S. federal income tax purposes) created or
         organized in or under the laws of the United States, any state thereof
         or the District of Columbia (unless, in the case of a partnership,
         Treasury regulations provide otherwise), (iii) an estate the income of
         which is subject to United States federal income taxation regardless of
         its source or (iv) a trust if a court in 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 if such trust has a valid
         election in effect under applicable U.S. Treasury regulations to be
         treated as a United States person;. 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, will also not be a United States Alien; and

                  (j)      the term "CERTIFICATION" means a certificate
         substantially in the form of Exhibit B-2 hereto delivered by the
         Euroclear Operator, Clearstream Luxembourg or other clearance system
         specified on the face hereof, as the case may be, which certificate is
         based on a certificate substantially in the form of Exhibit B-1 hereto
         provided to it by its account holders; and

                  (k)      all other terms used in this Note which are defined
         in the Fiscal Agency Agreement and not otherwise defined herein shall
         have the meanings assigned to them in the Fiscal Agency Agreement.

                                       19




                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at _____________ (PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS OF THE UNDERSIGNED).

If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid: __________________; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):

________________.

Date:

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

                                       20




                                                                      SCHEDULE A

                EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE
                 REGISTERED NOTES AND FROM TEMPORARY GLOBAL NOTE

The Initial Principal Amount of this Note is ________. The following payments of
interest and exchanges of a part of this Permanent Global Floating Rate Bearer
Note for definitive Bearer Notes and Registered Notes, and from Temporary Global
Notes have been made:

<TABLE>
<CAPTION>
                                                   Principal        Principal       Remaining
                                   Principal       (Face)(8)        (Face)(8)       Principal
                                   (Face)(6)        Amount           Amount         (Face)(8)       Notation
                                    Amount         Exchanged        Exchanged        Amount        Made by or
  Date of                          Exchanged          For              For         Outstanding    on behalf of
Exchange or                          From         Definitive       Definitive       Following      Fiscal and
 Interest         Payment of       Temporary        Bearer         Registered         Such           Paying
  Payment          Interest      Global Notes        Notes            Notes         Exchange          Agent
-----------       ----------     ------------     ----------       ----------      -----------    ------------
<S>               <C>            <C>              <C>              <C>             <C>            <C>
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
-----------       ----------     ------------     ----------       ----------      -----------    ------------
</TABLE>

-------------------------------
(6) To be used if Note has dual-currency or index feature.




                 [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
            HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
                           OR OTHER CLEARANCE SYSTEM]

                                                                     EXHIBIT B-1

                                   CERTIFICATE

                      GENERAL ELECTRIC CAPITAL CORPORATION
                             EURO MEDIUM-TERM NOTES

                  REPRESENTED BY PERMANENT GLOBAL NOTE NO. __.

         This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) requesting definitive [Registered/Bearer] Notes in exchange for their
interests in the above-referenced permanent global Note and (ii) such persons
desire to exchange _____ principal amount of the above-captioned Notes for
definitive [Registered/Bearer] Notes.

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

         This certification excepts and does not relate to $ ________ of such
interest in the above Notes in respect of which we do not desire to exchange for
definitive Notes.

Dated: _________________ , 20

                                            [NAME OF ACCOUNT HOLDER]

                                            By:
                                                (Authorized Signatory)
                                                Name:
                                                Title:




                       [FORM OF CERTIFICATE TO BE GIVEN BY
                 THE EUROCLEAR OPERATOR,CLEARSTREAM, LUXEMBOURG
                            OR OTHER CLEARANCE SYSTEM

                                                                     EXHIBIT B-2

                                   CERTIFICATE

                      GENERAL ELECTRIC CAPITAL CORPORATION
                             EURO MEDIUM-TERM NOTES

                 REPRESENTED BY PERMANENT GLOBAL NOTE NO. ____.

         This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit C-1 to the Fiscal and Paying Agency Agreement
relating to such Notes, as of the date hereof, _________ principal amount of the
above-captioned Notes (i) is owned by person(s) requesting definitive
[Registered/Bearer] Notes in exchange for their interests in the
above-referenced permanent global Note and (ii) such persons desire to exchange
______ principal amount of the above-captioned Notes for definitive
[Registered/Bearer] Notes.

         We further certify (i) that we are not making available herewith for
exchange all interests in the permanent global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the permanent global Note
submitted herewith are no longer true and cannot be relied upon as the date
hereof.

Dated: ___________________ , 20

                                          [EUROCLEAR BANK, S.A./N.V.,
                                            as Operator of the Euroclear System]

                                          [CLEARSTREAM BANKING, SOCIETE ANONYME]
                                          [OTHER CLEARANCE SYSTEM]

                                          By: