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                                                                     EXHIBIT 4.1
                          TEXTRON FINANCIAL CORPORATION

                           MEDIUM-TERM NOTE, SERIES E

Cusip No.: __________   Registered No.: R-_________  Principal Amount: $________

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS 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.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.

Issue Price:                     Maturity Date:

Original Issue Date:             Index Maturity:

                                 [ ] Original Issue Discount Note

                                          Total Amount of OID:

                                          Yield to Maturity:               %

                                          Initial Accrual Period OID:
[ ] Fixed Rate

         Interest Rate:                     %

[ ] Floating Rate

         Initial Interest Rate:             %
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Interest Rate Basis or Bases:

____ CD Rate                            Specified Currency (if other than U.S.
                                        dollars):
____ CMT Rate
         [ ] Telerate Page 7051

         [ ] Telerate Page 7052         Option To Receive Payments In Specified
               [ ] Weekly Average       Currency (if non-U.S. dollar denominated
               [ ] Monthly Average      Note):

____ Commercial Paper Rate              Exchange Rate Agent:

____ Federal Funds Rate                 Authorized Denomination:
                                                [ ]$1,000 and integral multiples
____ LIBOR                                         thereof
         [ ] LIBOR Reuters                      [ ] Other:
         [ ] LIBOR Telerate
         [ ] LIBOR Currency:            Initial Redemption Date:

____ Prime Rate

                                        Annual Redemption Percentage Reduction:
____ Treasury Rate

____ Other:                             Initial Redemption Percentage:


                                        Repayment Dates:

Spread (Plus Or Minus):                 Repayment Prices:
Spread Multiplier:              %       Maximum Interest Rate:             %

Interest Category:                      Minimum Interest Rate:             %
[ ] Regular Floating Rate Note
[ ] Floating Rate/Fixed Rate Note       Other Provisions:
       Fixed Rate Commencement Date:
       Fixed Interest Rate:     %
[ ] Inverse Floating Rate Note
       Fixed Interest Rate:     %
Initial Interest Reset Date:

Interest Reset Dates:

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Interest Payment Dates (in the case of a Floating Rate Note and, in the case of
a Fixed Rate Note, if other than as set forth below):

Regular Record Dates (if other than as set forth below):

Interest Determination Dates:

Addendum Attached
[ ] Yes
[ ] No

Calculation Agent (if other than the Trustee):

         Textron Financial Corporation, a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the Principal Amount specified above on the Maturity
Date specified above and to pay to the registered holder of this Note (the
"Holder") interest on said Principal Amount at a rate per annum specified above
and upon the terms provided below under either the heading "Provisions
Applicable to Fixed Rate Notes Only" or "Provisions Applicable to Floating Rate
Notes Only."

         This Note is one of a duly authorized issue of notes of the Company
(herein referred to as the "Notes"), all issued or to be issued in one or more
series under an Indenture, dated as of December 9, 1999 (as amended or
supplemented, the "Indenture"), between the Company and SunTrust Bank (formerly
known as SunTrust Bank, Atlanta), as trustee (the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes of this series are limited (except as
otherwise provided in the Indenture) to the aggregate principal amount
established from time to time by the Board of Directors of the Company. The
Notes of this series may be issued at various times with different maturity
dates and different principal repayment provisions, may bear interest at
different rates and may otherwise vary, all as provided in the Indenture. The
Notes of this series may be subject to redemption or entitled to repayment at
the option of the Holder thereof, in both cases upon notice and in accordance
with the provisions of this Note and the Indenture. The Company may defease the
Notes of this series in accordance with the provisions of the Indenture.

         As used herein, the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that if a Specified
Currency is specified above, the day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in the

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Principal Financial Center (as defined below) of the country issuing such
Specified Currency or, if such Specified Currency is the Euro, the day is also a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open; and provided further that if LIBOR is
indicated above to be an applicable Interest Rate Basis, the day is also a
London Banking Day (as defined below).

         "Principal Financial Center" means:

         (1)      the capital city of the country issuing the Specified
                  Currency; or

         (2)      the capital city of the country to which the LIBOR Currency
                  relates,

except, in each case, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire,
Portuguese escudos, South African rand and Swiss francs, the "Principal
Financial Center" will be The City of New York, Sydney and (solely in the case
of the Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam, Milan,
London (solely in the case of the LIBOR Currency), Johannesburg and Zurich,
respectively.

         "London Banking Day" means a day which commercial banks are open for
business, including dealings in the LIBOR Currency specified above, in London.

PROVISIONS APPLICABLE TO FIXED RATE NOTES ONLY:

         If the "Fixed Rate" line above is checked, unless otherwise specified
above, the Company will pay interest semiannually on March 15 and September 15
of each year (each such date fixed for the payment of interest, an "Interest
Payment Date") and on the Maturity Date or upon earlier redemption or repayment
to the person to whom principal is payable. Interest shall accrue from the
Original Issue Date, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for on this Note to, but excluding, the
next following Interest Payment Date, Maturity Date, or earlier date of
redemption or repayment, as the case may be. Interest on Fixed Rate Notes will
be computed on the basis of a 360-day year consisting of twelve 30-day months.

         If any Interest Payment Date or the Maturity Date (or the date of
earlier redemption or repayment) of this Note falls on a day that is not a
Business Day, the payment will be made on the next Business Day as if it were
made on the date such payment was due, and no interest will accrue on the amount
so payable for the period from and after such Interest Payment Date or the
Maturity Date (or the date of earlier redemption or repayment), as the case may
be.

PROVISIONS APPLICABLE TO FLOATING RATE NOTES ONLY:

         If the "Floating Rate" line above is checked, the Company will pay
interest on the Interest Payment Dates specified above at the Initial Interest
Rate specified above until the first Interest Reset Date specified above
following the Original Issue Date specified above and thereafter at a rate
determined in accordance with the provisions hereinafter set forth under the
headings

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"Determination of CD Rate," "Determination of CMT Rate," "Determination of
Commercial Paper Rate," "Determination of Federal Funds Rate," "Determination of
LIBOR," "Determination of Prime Rate" or "Determination of Treasury Rate,"
depending on whether the Interest Rate Basis specified above is the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime
Rate, the Treasury Rate or other Interest Rate Basis.

         An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of earlier redemption or
repayment, as the case may be (an "Interest Period"). Notwithstanding any
provision herein to the contrary, 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 above.

         If any Interest Payment Date, other than an interest payment due on the
Maturity Date or date of earlier redemption or repayment, falls on a day that is
not a Business Day, such Interest Payment Date will be the following day that is
a Business Day and interest will continue to accrue to such following Business
Day, except that if LIBOR is an Interest Rate Basis, if such Business Day is in
the next succeeding calendar month, such Interest Payment Date will be the
immediately preceding day that is a Business Day. If the Maturity Date (or date
of earlier redemption or repayment) falls on a day that is not a Business Day,
the payment of interest and principal (and premium, if any) may be made on the
next succeeding Business Day, and no interest on such payment will accrue for
the period from and after the Maturity Date (or the date of earlier redemption
or repayment).

         Commencing with the first Interest Reset Date specified above following
the Original Issue Date, the rate at which interest on this Note is payable
shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually
as specified above under "Interest Reset Dates."

           The interest rate borne by this Note will be determined as follows:

         (i) Unless the Interest Category of this Note is specified above as a
"Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note" or in the
event that either "Other Provisions" or an Addendum hereto applies, in each
case, relating to a different interest rate formula, this Note shall be
designated as a "Regular Floating Rate Note" and, except as set forth below or
specified above under "Other Provisions" or in an Addendum hereto, shall bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b)
multiplied by the applicable Spread Multiplier, if any, in each case as
specified above. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note shall be payable shall be reset as of each Interest
Reset Date specified above; provided, however, that the interest rate in effect
for the period, if any, from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.

         (ii) If the Interest Category of this Note is specified above as a
"Floating Rate/Fixed Rate Note" then, except as set forth below or specified
above under "Other Provisions" or in an Addendum hereto, this Note shall bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b)

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multiplied by the Spread Multiplier, if any, in each case as specified above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note shall be payable shall be reset as of each Interest Reset Date;
provided, however, that (y) the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate and (z) the interest rate in effect for the period
commencing on, and including, the Fixed Rate Commencement Date specified above
to the Maturity Date (or date of earlier redemption or repayment) shall be the
Fixed Interest Rate specified above or, if no Fixed Interest Rate is so
specified, the interest rate in effect on the day immediately preceding the
Fixed Rate Commencement Date.

         (iii) If the Interest Category of this Note is specified above as an
"Inverse Floating Rate Note" then, except as set forth below or specified above
under "Other Provisions" or in an Addendum hereto, this Note shall bear interest
at (a) the Fixed Interest Rate specified above minus (b) the rate determined by
reference to the applicable Interest Rate Basis or Bases (x) plus or minus the
applicable Spread, if any, and/or (y) multiplied by the applicable Spread
Multiplier, if any, in each case as specified above; provided, however, that,
unless otherwise specified above under "Other Provisions" or in an Addendum
hereto, the interest rate hereon shall not be less than zero. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset on each Interest Reset Date; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate set forth
above.

         The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified above to be added to or
subtracted from the Interest Rate Basis for a Floating Rate Note, and the
"Spread Multiplier" is the percentage specified above by which the Interest Rate
Basis for such Floating Rate Note will be multiplied. Both a Spread and/or a
Spread Multiplier may be applicable to this Note, as set forth above.

         Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates but not including the next succeeding Interest
Reset Date. If any Interest Reset Date is a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that is a Business Day,
except that if the rate of interest on this Note shall be determined by
reference to LIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.
In addition, if the Treasury Rate is the applicable Interest Rate Basis and the
Interest Determination Date would otherwise fall on an Interest Reset Date, then
the Interest Reset Date will be postponed to the next succeeding Business Day.
Subject to applicable provisions of law (including usury laws) and except as
specified in this Note, on each Interest Reset Date, the rate of interest on
this Note shall be the rate determined in accordance with the provisions of the
applicable heading below.

         Accrued interest shall be calculated by multiplying the principal
amount thereof by an accrued interest factor. Such accrued interest factor will
be computed by adding the interest factors calculated for each day in the
Interest Period or from the last date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360, in the cases of CD Rate Notes,
Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime
Rate Notes or by the number of

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days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes. The
interest rate applicable to any day that is an Interest Reset Date will be the
interest rate effective on such Interest Reset Date. The interest rate
applicable to any other day will be the interest rate for the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate, as
specified above).

         The "Calculation Date," where applicable, pertaining to an Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or the Maturity Date (or the date of earlier redemption or
repayment), as the case may be.

         SunTrust Bank shall be the calculation agent unless another calculation
agent is specified above (the "Calculation Agent"). The interest rate applicable
to each interest period will be determined by the Calculation Agent on or prior
to the applicable Calculation Date. At the request of the Holder, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.

         All percentages resulting from any calculation of the rate of interest
on a Floating Rate Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percent (.0000001), with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in or resulting
from such calculation on Floating Rate Notes will be rounded to the nearest cent
(with one-half cent being rounded upward).

       DETERMINATION OF CD RATE. If the Interest Rate Basis, as specified above,
is, or is calculated by reference to, the CD Rate, unless otherwise specified
above, the "CD Rate" for each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest Reset
Date (a "CD Interest Determination Date") and shall be the rate on the
applicable CD Interest Determination Date for negotiable United States dollar
certificates of deposit having the Index Maturity specified above as published
in H.15(519) (as defined below) on such CD Interest Determination Date under the
heading "CDs (secondary market)." If the rate referred to in the preceding
sentence is not so published by 3:00 p.m., New York City time, on the applicable
Calculation Date, the CD Rate shall be the rate on the applicable CD Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity specified above as published in H.15 Daily Update (as
defined below), or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "CDs (secondary market)." If
the rate referred to in the preceding sentence is not so published by 3:00 p.m.,
New York City time, on the applicable Calculation Date, the CD Rate shall be the
rate on the applicable CD Interest Determination Date calculated by the
Calculation Agent on the Notes as the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on the applicable CD
Interest Determination Date, of three leading non-bank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected by
the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified above in an amount that is
representative for a single transaction in that market at that time. If the
dealers selected by the Calculation Agent as provided in the preceding

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sentence are not quoting as mentioned in such sentence, the CD Rate shall be the
CD Rate in effect on the applicable CD Interest Determination Date.

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

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

         DETERMINATION OF CMT RATE. If the Interest Rate Basis, as specified
above, is, or is calculated by reference to, the CMT Rate, unless otherwise
specified above, the "CMT Rate" for each Interest Reset Date will be determined
by the Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "CMT Interest Determination Date") and shall be (i) if the
Telerate Page is specified above as 7051, the CMT Rate for such CMT Interest
Determination Date will be a percentage equal to the yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
above, as published in H.15(519) under the caption "Treasury Constant
Maturities," as the yield is displayed on Bridge Telerate, Inc. (or any
successor service), on page 7051 (or any other page as may replace page 7051 on
that service) ("Telerate Page 7051"), for the applicable CMT Interest
Determination Date. If the rate referred to in the preceding sentence does not
appear on Telerate Page 7051, the CMT Rate for such CMT Interest Determination
Date will be a percentage equal to the yield for United States Treasury
securities at "constant maturity" having the Index Maturity specified above, and
for the applicable CMT Interest Determination Date as published in H.15(519)
under the caption "Treasury Constant Maturities." In the event the rate referred
to in the preceding sentence does not appear in H.15(519), then the CMT Rate for
such CMT Interest Determination Date will be the rate on the applicable CMT
Interest Determination Date for the period of the Index Maturity specified
above, as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate which would otherwise
have been published in H.15(519). In the event the rate referred to in the
preceding sentence is not published, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 p.m., New York City time, on the applicable CMT Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York, which may include an agent of the Company or
such agent's affiliates (each a "Reference Dealer"), selected by the Calculation
Agent (from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest), and the lowest quotation (or, in the event of equality, one of the
lowest)), for United States Treasury securities with an original maturity equal
to the Index Maturity specified above, a remaining term to maturity no more than
one year shorter than the Index Maturity specified above and in a principal
amount that is representative for a single transaction in the securities in the
market at that time. If fewer than five but more than two of the prices referred
to in the above sentence are provided as requested, the CMT Rate on the
applicable CMT Interest Determination Date will be calculated by the Calculation
Agent based on the arithmetic mean of the bid prices obtained, and neither the
highest nor the lowest of the quotations shall be

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eliminated; provided, however, that if fewer than three prices referred to above
are provided as requested, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 p.m., New York City time, on the applicable CMT Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation or, in the event of equality, one of the highest and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the Index
Maturity specified above, and a remaining term to maturity closest to the Index
Maturity specified above, and in a principal amount that is representative for a
single transaction in the securities in the market at that time. However, if
fewer than five but more than two prices referred to above are provided as
requested, the CMT Rate on the applicable CMT Interest Determination Date will
be calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained, and neither the highest nor the lowest of the quotations will
be eliminated. If fewer than three prices referred to above are provided as
requested, the CMT Rate on the applicable CMT Interest Determination Date will
be the CMT Rate in effect on the applicable CMT Interest Determination Date.

         (ii) If the Telerate Page is specified above as 7052, the CMT Rate for
such CMT Interest Determination Date will be a percentage equal to the one-week
or one-month, as specified above, average yield for United States Treasury
securities at "constant maturity" having the Index Maturity specified above, as
published in H.15(519) opposite the caption "Treasury Constant Maturities," as
the yield is displayed on Bridge Telerate, Inc. (or any successor service) on
page 7052 (or any other page as may replace page 7052 on that service)
("Telerate Page 7052"), for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the related CMT Interest
Determination Date falls. If the rate referred to in the preceding sentence does
not appear on Telerate Page 7052, then the CMT Rate for such CMT Interest
Determination Date will be a percentage equal to the one-week or one-month, as
specified above, average yield for United States Treasury securities at
"constant maturity" having the Index Maturity specified above, and for the week
or month, as applicable, preceding the applicable CMT Interest Determination
Date as published in H.15(519) opposite the caption "Treasury Constant
Maturities." If the rate referred to in the preceding sentence does not appear
in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be
the one-week or one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
above, as otherwise announced by the Federal Reserve Bank of New York for the
week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Interest Determination Date falls. If the
Federal Reserve Bank of New York does not publish the rate referred to above,
the rate on the applicable CMT Interest Determination Date will be calculated by
the Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices at approximately 3:30 p.m., New York City time, on
the applicable CMT Interest Determination Date of three Reference Dealers
selected by the Calculation Agent (from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest), and the lowest quotation (or, in the event of
equality, one of the lowest)), for United States Treasury securities with an
original maturity equal to the Index Maturity specified above, and a remaining
term to maturity no more than one year shorter than

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the Index Maturity specified above, and in a principal amount that is
representative for a single transaction in the securities in the market at that
time. If fewer than five but more than two of the prices referred to above are
provided as requested, the rate on the applicable CMT Interest Determination
Date will be calculated by the Calculation Agent based on the arithmetic mean of
the bid prices obtained, and neither the highest nor the lowest of the
quotations shall be eliminated. If fewer than three prices referred to above are
provided as requested, the rate on the applicable CMT Interest Determination
Date will be calculated by the Calculation Agent as a yield to maturity based on
the arithmetic mean of the secondary market bid prices as of approximately 3:30
p.m., New York City time, on the applicable CMT Interest Determination Date of
three Reference Dealers selected by the Calculation Agent (from five Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
or (in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for United States Treasury
securities with an original maturity greater than the Index Maturity specified
above, and a remaining term to maturity closest to the Index Maturity specified
above and will be in a principal amount that is representative for a single
transaction in the securities in the market at that time. If fewer than five but
more than two prices referred to above are provided as requested, the rate will
be calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained, and neither the highest nor the lowest of the quotations will
be eliminated, or if fewer than three prices referred to above are provided as
requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT
Interest Determination Date. If two United States Treasury securities with an
original maturity greater than the Index Maturity as specified above have
remaining terms to maturity equally close to the Index Maturity specified above,
the quotes for the United States Treasury security with the shorter original
remaining term to maturity will be used.

         DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis, as
specified above, is, or is calculated by reference to, the Commercial Paper
Rate, unless otherwise specified above, the "Commercial Paper Rate" for each
Interest Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "Commercial Paper Interest
Determination Date") and shall be the Money Market Yield (as defined below) on
such date of the rate for commercial paper having the Index Maturity as
indicated above, as such rate shall be published in H.15(519) under the caption
"Commercial Paper-Nonfinancial." In the event that such rate is not published
prior to 3:00 p.m., New York City time, on the applicable Calculation Date, then
the Commercial Paper Rate shall be calculated by the Calculation Agent as the
Money Market Yield of the Commercial Paper Rate on the applicable Commercial
Paper Interest Determination Date for commercial paper having the Index Maturity
specified above, published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the caption
"Commercial Paper-Nonfinancial." If by 3:00 p.m., New York City time, on the
applicable Calculation Date, such rate is not yet published as provided in the
preceding sentence, then the Commercial Paper Rate on the applicable Commercial
Paper Interest Determination Date shall be calculated by the Calculation Agent
as the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 a.m., New York City time, on the applicable Commercial Paper
Interest Determination Date of three leading dealers of United States dollar
commercial paper in The City of New York, which may include an agent of the
Company or such agent's affiliates, selected by the Calculation Agent for
commercial paper having the Index Maturity

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specified above, placed for industrial issuers whose bond rating is "Aa," or
the equivalent, from a nationally recognized statistical rating organization;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting offered rates as mentioned in this sentence, the
Commercial Paper Rate will be the Commercial Paper Rate in effect on the
applicable Commercial Paper Interest Determination Date.

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

                                         D X 360
          Money market yield =        -------------    X 100
                                      360 - (D X M)


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 interest period for which interest is being calculated.

         DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis, as
specified above, is, or is calculated by reference to the Federal Funds Rate,
unless otherwise specified above, the "Federal Funds Rate" with respect to each
Interest Reset Date will be determined by the Calculation Agent as of the first
Business Day prior to such Interest Reset Date (a "Federal Funds Interest
Determination Date") and shall be the rate on that date for United States dollar
Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)," as displayed on Bridge Telerate, Inc. or any successor service on
page 120 or any other page as may replace the applicable page on that service
("Telerate Page 120") or, if such rate does not appear on Telerate Page 120, or
is not so published by 3:00 p.m., New York City time, on the applicable
Calculation Date, the rate on the applicable Federal Funds Interest
Determination Date for United States dollar Federal Funds will be the rate on
such Federal Funds Interest Determination Date as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "Federal Funds/Effective Rate." If such
rate is not so published by 3:00 p.m., New York City time, on the applicable
Calculation Date, the Federal Funds Rate will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar Federal Funds arranged by three leading brokers
of United States dollar Federal Funds transactions in The City of New York,
which may include an agent of the Company or such agent's affiliates, selected
by the Calculation Agent before 9:00 a.m., New York City time, on the applicable
Federal Funds Interest Determination Date; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate in effect on the applicable Federal Funds Interest Determination Date.

         DETERMINATION OF LIBOR. If the Interest Rate Basis, as specified above,
is, or is calculated by reference to, LIBOR, unless otherwise specified above,
"LIBOR" for each Interest Reset Date will be determined by the Calculation Agent
as of the second London Banking Day

                                       11
<PAGE>   12
prior to such Interest Reset Date (a "LIBOR Interest Determination Date") and in
accordance with the following provisions:

           (i) LIBOR will be either: (a) if "LIBOR Reuters" is specified above,
           LIBOR will be the arithmetic mean of the offered rates (unless the
           specified Designated LIBOR Page (as defined below) by its terms
           provides only for a single rate, in which case such single rate shall
           be used) for deposits in the LIBOR Currency having the Index Maturity
           specified above, commencing on the second London Banking Day
           immediately following such LIBOR Interest Determination Date, that
           appear on the Designated LIBOR Page, as of 11:00 a.m. London time, on
           the applicable LIBOR Interest Determination Date, if at least two
           such offered rates appear (unless, as aforesaid, only a single rate
           is required) on such Designated LIBOR Page, or (b) if "LIBOR
           Telerate" is specified above or if neither "LIBOR Reuters" nor "LIBOR
           Telerate" is specified above as the method for calculating LIBOR,
           LIBOR will be the rate for deposits in the LIBOR Currency (as defined
           below) having the Index Maturity specified above, commencing on the
           second London Banking Day immediately following such LIBOR Interest
           Determination Date that appears on the Designated LIBOR Page as of
           11:00 a.m., London time, on the applicable LIBOR Interest
           Determination Date. If fewer than two such offered rates appear, or
           if no such rate appears, as the case may be, LIBOR in respect of the
           related LIBOR Interest Determination Date will be determined in
           accordance with provisions described in clause (ii) below.

           (ii) With respect to a LIBOR Interest Determination Date on which
           fewer than two offered rates appear, or no rate appears, as the case
           may be, on the applicable Designated LIBOR Page as specified in
           clause (i) above, the rate calculated by the Calculation Agent will
           be the arithmetic mean of at least two quotations obtained by the
           Calculation Agent after requesting the principal London offices of
           each of four major reference banks, which may include an agent of the
           Company or such agent's affiliates, in the London interbank market,
           to provide the Calculation Agent with its offered quotation for
           deposits in the LIBOR Currency for the period of the Index Maturity
           specified above, commencing on the second London Banking Day
           immediately following the applicable LIBOR Interest Determination
           Date, to prime banks in the London interbank market at approximately
           11:00 a.m., London time, on the applicable LIBOR Interest
           Determination Date and in a principal amount that is representative
           for a single transaction in the applicable LIBOR Currency in that
           market at that time. If fewer than two quotations are provided, LIBOR
           determined on the applicable LIBOR Interest Determination Date
           calculated by the Calculation Agent will be the arithmetic mean of
           the rates quoted at approximately 11:00 a.m., in the applicable
           Principal Financial Center, on the LIBOR Interest Determination Date
           by three major banks, which may include an agent of the Company or
           such agent's affiliates, in the applicable Principal Financial
           Center(s) selected by the Calculation Agent for loans in the LIBOR
           Currency to leading European banks, having the Index Maturity
           specified above and in a principal amount that is representative for
           a single transaction in the applicable LIBOR Currency in that market
           at that time; provided, however, that if the banks so selected by the
           Calculation Agent are not quoting as mentioned in this sentence,

                                       12
<PAGE>   13
           LIBOR determined as of such LIBOR Interest Determination Date will be
           LIBOR in effect on the applicable LIBOR Interest Determination Date.

         "LIBOR Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the LIBOR Currency shall be United States dollars.

         "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified above, the display on the Reuters Monitor Money Rates Service or any
successor service specified above for the purpose of displaying the London
interbank rates of major banks for the applicable LIBOR Currency, or (b) if
"LIBOR Telerate" is specified above or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the display on
Bridge Telerate, Inc. or any successor service specified above, for the purpose
of displaying the London interbank rates of major banks for the applicable LIBOR
Currency.

         DETERMINATION OF PRIME RATE. If the Interest Rate Basis, as specified
above, is, or is calculated by reference to, the Prime Rate, unless otherwise
specified above, the "Prime Rate" with respect to each Interest Reset Date will
be determined by the Calculation Agent as of the first Business Day prior to
such Interest Reset Date (a "Prime Interest Determination Date") and shall be
the rate set forth on such date as published in H.15(519) under the caption
"Bank Prime Loan," or if not so published prior to 3:00 p.m., New York City
time, on the applicable Calculation Date pertaining to such Prime Interest
Determination Date, then the Prime Rate will be as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate under the caption "Bank Prime Loan," or if not so
published prior to 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Prime Interest Determination Date, then the Prime Rate
will be determined by the Calculation Agent as the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
US PRIME 1 Page (as defined below) as the particular bank's prime rate or base
lending rate as of 11:00 a.m., New York City time, on the applicable Prime
Interest Determination Date. If fewer than four such rates are so published by
3:00 p.m., New York City time, on the applicable Calculation Date as shown on
the Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent as the arithmetic
mean of the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business
on the applicable Prime Interest Determination Date by three major banks, which
may include an agent of the Company or such agent's affiliates, in The City of
New York selected by the Calculation Agent. However, if the banks selected by
the Calculation Agent are not quoting as mentioned in the preceding sentence,
the Prime Rate will be the Prime Rate in effect on the applicable Prime Interest
Determination Date.

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

                                       13
<PAGE>   14
         DETERMINATION OF TREASURY RATE. If the Interest Rate Basis, as
specified above, is, or is calculated by reference to the Treasury Rate, unless
otherwise specified above, the "Treasury Rate" for each Interest Reset Date will
be the rate from the auction held on the applicable Interest Determination Date
(the "Auction") of direct obligations of the United States ("Treasury Bills")
having the Index Maturity, as specified above, as published under the caption
"Investment Rate" on the display on Bridge Telerate, Inc. or any successor
service on page 56 or any other page as may replace page 56 on that service or
page 57 or any other page as may replace page 57 on that service, or, if the
rate is not so published by 3:00 p.m., New York City time, on the applicable
Calculation Date pertaining to such Treasury Rate Determination Date (as defined
below), the Bond Equivalent Yield of the rate for the applicable Treasury Bills
as published in H.15 Daily Update, or other recognized electronic source used
for the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High," or, if the rate is not so
published by 3:00 p.m., New York City time, on the applicable Calculation Date
pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield
of the auction rate of the applicable Treasury Bills announced by the United
States Department of the Treasury, or, if the rate is not announced by the
United States Department of the Treasury, or if the Auction is not held, the
Bond Equivalent Yield of the rate on the applicable Treasury Rate Determination
Date of Treasury Bills having the Index Maturity specified above, published in
H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market," or, if the rate is not so published by 3:00 p.m., New York City time,
on the applicable Calculation Date pertaining to such Treasury Rate
Determination Date, the rate on the applicable Treasury Rate Determination Date
of the applicable Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market." In the event that the results of the auction of Treasury Bills having
the applicable Index Maturity specified above are not published or reported, as
provided above, by 3:00 p.m., New York City time, on the applicable Calculation
Date or if no such auction is held on such Treasury Rate Determination Date,
then the Treasury Rate on the applicable Treasury Rate Determination Date shall
be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30
p.m., New York City time, on the applicable Treasury Rate Determination Date, of
three primary United States government securities dealers, which may include the
agent or its affiliates, selected by the Calculation Agent, for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified
above; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate will be the Treasury Rate in effect on the applicable Treasury Rate
Determination Date.

         The "Treasury Rate Determination Date" for any Interest Reset Date will
be the day of the week in which such Interest Reset Date falls on which Treasury
Bills would normally be auctioned. Treasury Bills are normally sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except such auction may be
held on the preceding Friday. If, as the result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Treasury Rate
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction falls on a day that is an Interest Reset Date,
the Interest Reset Date shall be the following Business Day.

                                       14
<PAGE>   15
         "Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:

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

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal; "N" refers to 365 or 366; as the
case may be, and "M" refers to the actual number of days in the interest period
for which interest is being calculated.

PROVISIONS APPLICABLE TO BOTH FIXED RATE NOTES AND FLOATING RATE NOTES:

         The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on the
Regular Record Date (as defined below) immediately preceding such Interest
Payment Date or, if the Interest Payment Date is the Maturity Date or the date
of earlier redemption or repayment, to the person in whose name this Note is
registered at the close of business on the Maturity Date or such earlier date of
redemption or repayment; provided, however, that if the Original Issue Date is
between a Regular Record Date and an Interest Payment Date or on an Interest
Payment Date, interest for the period from and including the Original Issue Date
to, but excluding, the Interest Payment Date relating to such Regular Record
Date shall be paid on the next succeeding Interest Payment Date to the person in
whose name this Note is registered on the close of business on the Regular
Record Date preceding such Interest Payment Date. If this Note bears interest at
a Fixed Rate, as specified above, unless otherwise specified above, the "Regular
Record Date" with respect to any Interest Payment Date shall be the last day of
February and August next preceding such Interest Payment Date, whether or not
such date shall be a Business Day. If this Note bears interest at a Floating
Rate, as specified above, unless otherwise specified above, the "Regular Record
Date" with respect to any Interest Payment Date shall be the fifteenth calendar
day next preceding such Interest Payment Date, whether or not such date shall be
a Business Day.

         Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date or any earlier redemption or repayment date will
be made in immediately available funds upon presentation and surrender of this
Note and, in the event of any repayment on a Repayment Date, as specified above,
upon submission of the form "Option to Elect Repayment" on the reverse of this
Note duly completed, at the office or agency maintained by the Company for that
purpose in the Borough of Manhattan, The City of New York, currently the office
of the Trustee located at c/o Banc One Trust Company, N.A., 14 Wall Street, 8th
Floor, New York, New York 10005-2101, or at such other paying agency in the
Borough of Manhattan, The City of New York, as the Company may determine;
provided, however, that if a Specified Currency is specified above and such
payment is to be made in such Specified Currency in accordance with the
provisions set forth below, such payment will be made by wire transfer of
immediately available funds to an account with a bank designated by the Holder
hereof at least 15 calendar days prior to the Maturity Date or such earlier
redemption or repayment date, as the

                                       15
<PAGE>   16
case may be, provided that such bank has appropriate facilities therefor and
that this Note is presented and surrendered at the aforementioned office or
agency maintained by the Company in time for the Trustee to make such payment in
such funds in accordance with its normal procedures. Payment of interest due on
any Interest Payment Date, other than the Maturity Date or any earlier
redemption or repayment date, will be made by the Company at the aforementioned
office or agency maintained by the Company or, at the option of the Company, by
check mailed to the Holder hereof as of the Regular Record Date immediately
preceding such Interest Payment Date at such Holder's address as such address
shall appear in the Register (as defined in the Indenture) maintained by the
Trustee; provided, however, that if such Holder is a Holder of U.S.$10,000,000
or more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) such Holder will be entitled to receive interest
payments in United States dollars on such Interest Payment Date by wire transfer
of immediately available funds if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 calendar days prior to
such Interest Payment Date; and provided further that if a Specified Currency is
specified above and such payment is to be made in such Specified Currency in
accordance with the provisions set forth below, such payment will be made by the
Company by check mailed to such Holder at such address. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in United States dollars or, if a Specified
Currency is indicated above, unless otherwise specified above, in such Specified
Currency (or, if such Specified Currency is not at the time of such payment
legal tender for the payment of public and private debts of the country issuing
such currency or, in the case of the Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty
Establishing the European Community, as amended by the Treaty on European Union,
such other currency which is then such legal tender in such country or in the
adopting member states of the European Union, as the case may be). If a
Specified Currency is specified above, except as otherwise provided below, any
such amounts so payable by the Company will be converted by the New York
clearing house bank designated by the Company above as the Exchange Rate Agent
into United States dollars for payment to the Holder of this Note.

         If a Specified Currency is specified above, unless otherwise provided
above, the Holder of this Note may elect to receive any amount payable hereunder
in such Specified Currency. If the Holder of this Note shall not have duly made
an election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in such Specified
Currency, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent specified above at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be such Exchange Rate
Agent) selected by such Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Notes scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If

                                       16
<PAGE>   17
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.

         If a Specified Currency is specified above, unless otherwise provided
above, the Holder of this Note may elect to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest in respect of this
Note in such Specified Currency by submitting a written request for such payment
to the Trustee at the office or agency maintained by the Company in the Borough
of Manhattan, The City of New York, currently the office of the Trustee located
at c/o Banc One Trust Company, N.A., 14 Wall Street, 8th Floor, New York, New
York 10005-2101, or at such other office in the Borough of Manhattan, The City
of New York, as the Company may determine, at least 15 calendar days prior to
the applicable Interest Payment Date or Maturity Date (or any earlier redemption
or repayment date), as the case may be. Such written request may be mailed or
hand delivered or sent by facsimile transmission. The Holder of this Note may
elect to receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee at least
15 calendar days prior to the applicable Interest Payment Date or Maturity Date
(or any earlier redemption or repayment date), as the case may be.

         If a Specified Currency is specified above and the Holder of this Note
shall have duly made an election to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in such Specified Currency, but such Specified Currency is not available for
such payment due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) determined
by the Exchange Rate Agent specified above on the second Business Day prior to
such payment date or, if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate on or before the date
on which such payment is due. The "Market Exchange Rate" for the Specified
Currency means the noon dollar buying rate in The City of New York for cable
transfers of the Specified Currency as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York. Any payment made in United States dollars under such circumstances shall
not constitute an Event of Default (as defined in the Indenture).

         All determinations referred to above made by the Exchange Rate Agent
specified above shall be at its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and binding on the Holder of this
Note.

         In case an Event of Default (as defined in the Indenture) with respect
to Notes of this series shall occur and be continuing, the principal amount (or,
if the Note is an Original Issue Discount Note, such lesser portion of the
principal amount as may be applicable) of the Notes of this series may be
declared due and payable, and, with respect to certain Events of Default, shall
automatically become due and payable, in each case in the manner and with the
effect provided in the Indenture. If this Note is an Original Issue Discount
Note, in the event of an acceleration of the Maturity Date hereof, the amount
payable to the Holder of this Note upon such

                                       17
<PAGE>   18
acceleration will be determined by this Note but will be an amount less than the
amount payable at the Maturity Date of this Note.

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

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

         This Note is issuable only in registered form without coupons in
minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof or other Authorized Denomination specified above.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered in the Register of this
series upon surrender of this Note for registration of transfer at the office or
agency maintained by the Company for that purpose in the Borough of Manhattan,
The City of New York, currently the office of the Trustee located at c/o Banc
One Trust Company, N.A., 14 Wall Street, 8th Floor, New York, New York
10005-2101, or at such other office in the Borough of Manhattan, The City of New
York, as the Company may determine, duly endorsed by or accompanied by, a
written instrument of transfer in form satisfactory to the Company and the
Trustee, duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon a new Note or Notes of this series of Authorized
Denomination, as specified above, and for the same aggregate principal amount
will be issued to the designated transferee or transferees.

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

         The Company, the Trustee, and any agent of the Company or the Trustee
may treat the person in whose name this Note is registered in the Register as
the owner of this Note for all purposes, whether or not this Note be overdue,
and neither the Company nor the Trustee nor any such agent shall be affected by
any notice to the contrary.

                                       18
<PAGE>   19
         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified above, in
whole or from time to time in part in increments of $1,000 or other Authorized
Denomination specified above (provided that any remaining principal amount
hereof shall be at least $1,000 or other minimum Authorized Denomination
specified above), at the Redemption Price (as defined below), together with
unpaid interest accrued thereon to the date fixed for redemption (the
"Redemption Date"), on written notice given to the Holder hereof (in accordance
with the provisions of the Indenture) not more than 60 calendar days nor less
than 30 calendar days prior to the Redemption Date. The "Redemption Price" shall
be the Initial Redemption Percentage specified above multiplied by the unpaid
principal amount of this Note to be redeemed. The Initial Redemption Percentage
shall decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified above, until the Redemption
Price is 100% of unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms and provisions as
this Note shall be issued by the Company in the name of the Holder hereof upon
the presentation and surrender hereof.

         This Note will not be subject to any sinking fund.

         The Company may specify that this Note will be repayable at the option
of the Holder on a date or dates specified prior to the Maturity Date at the
Repayment Prices specified above, together with accrued interest to the date of
repayment. In order for this Note to be repaid, the Paying Agent (as defined in
the Indenture) must receive at least 30, but not more than 60, calendar days
prior to the Repayment Date (i) this Note with the form entitled "Option to
Elect Repayment" at the end of this Note duly completed or (ii) a facsimile
transmission or a letter from a member of a national securities exchange of the
National Association of Securities Dealers, Inc. ("NASD") or a commercial bank
or trust company in the United States of America setting forth the name of the
Holder of this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note to be repaid with the form
entitled "Option to Elect Repayment" at the end of this Note duly completed will
be received by the Paying Agent not less than five Business Days after the date
of such facsimile transmission or letter and such Note and form duly completed
are received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note shall be irrevocable. The repayment
option may be exercised by the Holder of this Note for less then the entire
principal amount of this Note provided that the principal amount of this Note
remaining outstanding after repayment is an Authorized Denomination specified
above. In the event of repayment of this Note in part only, a new Note of like
tenor for the portion hereof remaining unpaid and otherwise having the same
terms and provisions as this Note shall be issued by the Company in the name of
the Holder hereof upon the presentation and surrender hereof.

         The Company can "reopen" a previously issued tranche of Notes and issue
additional Notes of such tranche or establish additional terms of such tranche
or issue notes with the same terms as previously issued Notes.

                                       19
<PAGE>   20
         The Company may at any time purchase this Note at any price in the open
market or otherwise. Notes so purchased by the Company may be held or resold or,
at the discretion of the Company, may be surrendered to the Trustee for
cancellation.

         By acceptance of this Note, the Holder hereof agrees to be bound by the
provisions of the Indenture. Terms used herein which are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under the Indenture.

                                       20
<PAGE>   21
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and delivered as of the date set forth below.

                                      TEXTRON FINANCIAL CORPORATION

                                      BY: ______________________________________
                                          NAME:     THOMAS J. CULLEN
                                          TITLE:    EXECUTIVE VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER


                                      BY: ______________________________________
                                          NAME:     BRIAN F. LYNN
                                          TITLE:    VICE PRESIDENT AND TREASURER


Dated: ____________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

SUNTRUST BANK,

as Trustee

BY: _____________________________
         Authorized Signatory

                                       21
<PAGE>   22
            [TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]

                                  ABBREVIATIONS

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

TEN COM -  as tenants in common               UNIF GIFT MIN ACT -  Custodian
                                                                 ---------------
                                                                 (Cust)  (Minor)
TEN ENT -  as tenants by the entireties        under Uniform Gifts to Minors Act

                                                     --------------------
JT TEN as joint tenants with right of                      (State)
           survivorship and not as tenant
           in common

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





                         ------------------------------
<PAGE>   23
            [TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

(Please insert social security or other identifying number of assignee)



               (Name and address of assignee, including zip code,
                         must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________ attorney to transfer
said Note on the books of the within Company, with full power of substitution in
the premises.

Dated:                     _____________________________________________________

                           NOTICE: The signature to this assignment must
                           correspond with the name as it appears upon page
                           three of the within Note in every particular, without
                           alteration or enlargement or any change whatever and
                           must be guaranteed.

SIGNATURE(S) GUARANTEED:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC
RULE 17Ad-15.
<PAGE>   24
           [TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]

                   REGISTRAR, PAYING AGENTS AND TRANSFER AGENT

                           REGISTRAR AND PAYING AGENT
                               (subject to change)

                                  SunTrust Bank

                           Corporate Trust Department

                                  Mail Code 008

                            25 Park Place, 24th Floor

                             Atlanta, Georgia 30303

                            OPTION TO ELECT REPAYMENT

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

          ______________________________________________________________________
           (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 the Holder elects to have repaid:
________________

and specify the denomination or denominations (which shall be in Authorized
Denominations) 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:__________________________      Signature: ________________________________

                                  ABBREVIATIONS

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

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

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

                  Under Uniform Gifts to Minors Act

                           (State)

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