Form of Senior Medium-Term Note, Series I (Floating Rate)


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede
& Co. or such other name as requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or 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 IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT
AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF
BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

REGISTERED                                        
                          
$__________

NUMBER FLR _______                                      
           
CUSIP 06050M________


BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR NOTE, SERIES I

(Floating Rate)





ORIGINAL ISSUE DATE:                                    
                                      
BASE RATE:

STATED MATURITY DATE:                                    
                                          
(check one)

FINAL MATURITY DATE:                                    
                                   
___CD Rate

INITIAL INTEREST RATE:                                   
                                    
___Commercial Paper Rate

INDEX MATURITY FOR INITIAL                                   
                       
___LIBOR ____________

INTEREST RATE (IF DIFFERENT):                                  
                       
___Federal Funds Rate

INDEX MATURITY:                                     
                                          
    
___Prime Rate

INDEX MATURITY FOR FINAL                                   
                           
___Treasury Rate

INTEREST PAYMENT PERIOD                                   
                             
___CMT Rate

(IF DIFFERENT):                                     
                                          
              
CMT Telerate Page:____

SPREAD:                                      
                                          
                          
CMT Maturity Index:___

SPREAD MULTIPLIER:                                    
                                          
___Eleventh District Cost

MAXIMUM INTEREST RATE:                                   
                                           
;
of Funds Rate

MINIMUM INTEREST RATE:                                   
                               
___Other:________________

INTEREST PAYMENT DATES:                                   
                                          
    
________________

INTEREST RESET DATES:                                    
                                          
           
________________

INTEREST RESET PERIOD:

INITIAL REDEMPTION DATE:                                   
                               
/ / This Note is a Renewable

INITIAL REDEMPTION PERCENTAGE:                                  
                      
Note.

ANNUAL REDEMPTION PERCENTAGE REDUCTION:                             
See Attached Rider

OPTIONAL REPAYMENT DATE(S):

CALCULATION AGENT:                                    
                                         
/ / This Note is an

ADDITIONAL TERMS:                                    
                                          
       
Extendible Note.

                                       
                                          
                                          
     
See Attached Rider.

 

 

      BANK OF AMERICA CORPORATION, a Delaware
corporation herein called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ___________________ DOLLARS on the Stated
Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest thereon at a rate
per annum equal to the Initial Interest Rate specified above until the
initial Interest Reset Date as specified above and thereafter at a rate
determined in accordance with the provisions on the reverse hereof, until
the principal hereof is paid or duly made available for payment. The Corporation
will pay interest on the Interest Payment Dates specified above, commencing
with the first Interest Payment Date succeeding the Original Issue Date
specified above, unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next Interest Payment Date, in which
case commencing on the Interest Payment Date following the next Regular
Record Date, and on the Stated Maturity Date or Final Maturity Date shown
above (or any Redemption Date as defined on the reverse hereof or any Optional
Repayment Date as specified above with respect to which any such option
has been exercised, each such Stated Maturity Date, Final Maturity Date,
Redemption Date and Optional Repayment Date being herein referred to as
a "Maturity Date" with respect to the principal repayable on such date).
Interest on this Note will accrue from the Original Issue Date specified
above until the principal amount is paid and will be computed as hereinafter
described.

      Interest payable on this Note on any
Interest Payment Date or the Maturity Date will include interest accrued
from and including the preceding Interest Payment Date in respect of which
interest has been paid or duly provided for (or from and including the
Original Issue Date specified above if no interest has been paid or duly
provided for) to but excluding such Interest Payment Date or Maturity Date,
as the case may be; provided, however, that if the Interest
Reset Period specified above is daily or weekly, interest payable on any
Interest Payment Date or the Maturity Date will include interest accrued
from but excluding the Regular Record Date through which interest has been
paid or duly provided for (or from and including the Original Issue Date
specified above if no interest has been paid or duly provided for) to and
including the Regular Record Date preceding such Interest Payment Date,
except that interest payable on any such Maturity Date will include interest
accrued to, but excluding, such Maturity Date. If any Interest Payment
Date falls on a day that is not a Business Day, as defined below, such
Interest Payment Date shall be the following day that is a Business Day,
except that if the Base Rate is LIBOR, if such next Business Day falls
in the next calendar month, such Interest Payment Date will be the preceding
day that is a Business Day; and if the Maturity Date falls on a day that
is not a Business Day, principal or interest payable with respect to such
Maturity Date will be paid on the next Business Day with the same force
and effect as if made on such Maturity Date, and no additional interest
shall accrue for the period from and after such Maturity Date. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name this Note (or one or more
predecessor Notes evidencing all or a portion of the same debt as this
Note) is registered at the close of business on the date 15 calendar days
prior to such Interest Payment Date, whether or not a Business Day (the
"Regular Record Date"); provided, however, that the first
payment of interest on any Note with an Original Issue Date, as specified
above, between a Regular Record Date and an Interest Payment Date or on
an Interest Payment Date will be made on the Interest Payment Date following
the next Regular Record Date to the person in whose name this Note is registered
at the close of business on such next Regular Record Date; and provided,
further, that interest payable on the Maturity Date will be payable
to the person to whom the principal hereof shall be payable. Any such interest
not punctually paid or duly provided for shall be payable as provided in
the Indenture. As used herein, "Business Day" means any weekday that is
(1) not a legal holiday in New York, New York or Charlotte, North Carolina,
(2) not a day on which banking institutions in those cities are authorized
or required by law or regulation to be closed and (3) if the Base Rate
is LIBOR, is a day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.

     The principal of (premium on, if any) and interest
on this Note are payable in immediately available funds 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 at the office or agency
of the Corporation designated as provided in the Indenture; provided,
however, that interest may be paid, at the option of the Corporation,
by check mailed to the person entitled thereto at his address last appearing
on the registry books of the Corporation relating to the Notes. Notwithstanding
the preceding sentence, payments of principal of and interest payable on
the Maturity Date will be made by wire transfer of immediately available
funds to a designated account maintained in the United States upon (i)
receipt of written notice by the Issuing and Paying Agent (as described
on the reverse hereof) from the registered holder hereof not less than
one Business Day prior to the due date of such principal and (ii) presentation
of this Note to The Bank of New York, as Issuing and Paying Agent, 101
Barclay Street, New York, New York 10286 (the "Corporate Trust Office").

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

     Unless the Certificate of Authentication hereon
has been executed by the Trustee or an authenticating agent on behalf of
the Trustee by manual signature, this Note shall not be entitled to any
benefit under such Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Corporation has caused
this Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.

 

                                         
                    
BANK OF AMERICA CORPORATION

                                          
                   
By:____________________________

[SEAL]                                        
         
Title: Senior Vice President

ATTEST:

____________________________

Assistant Secretary











CERTIFICATE OF AUTHENTICATION


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

Dated: ____________________________

 

                                          
                             
THE BANK OF NEW YORK,

                                         
                               
as Trustee and Authenticating Agent

                                         
                              
By:__________________________

                                         
                                     
Authorized Signatory





[Reverse of Note]

BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR NOTE, SERIES I

(Floating Rate)


     This Note is one of a duly authorized series
of Securities of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") issued and to be issued under an Indenture
dated as of January 1, 1995 (herein called the "Indenture"), between the
Corporation (successor to NationsBank Corporation) and The Bank of New
York (successor in interest to U.S. Bank Trust National Association, successor
trustee to BankAmerica National Trust Company, herein called the "Trustee,"
which term includes any successor trustee under the Indenture), as supplemented
by a First Supplemental Indenture dated as of September 18, 1998 and a
Second Supplemental Indenture dated as of May 7, 2001 to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Corporation, the Trustee
and the holders of the Notes, and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Trustee shall initially act
as Security Registrar, Authenticating and Paying Agent in connection with
the Notes. This Note is also one of the Notes designated as the Corporation's
Senior Medium-Term Notes, Series I (herein called the "Notes"), limited
in aggregate principal amount to $3,000,000,000.

     This Note is not subject to any sinking fund.

     This Note may be subject to repayment at the
option of the registered holder only if the Optional Repayment Date(s)
are indicated on the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE
SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION
OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 at the option of the holder hereof at a repayment price equal
to 100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, this Note must be received,
with the form below entitled "Option to Elect Repayment" duly completed,
by the Issuing and Paying Agent at the Corporate Trust Office, or such
other address of which the Corporation shall from time to time notify the
holders of the Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the holder
hereof shall be irrevocable.

     This Note may be redeemed at the option of
the Corporation on any date on and after the Initial Redemption Date, if
any, specified on the face hereof (the "Redemption Date"). IF NO INITIAL
REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE REDEEMED
AT THE OPTION OF THE CORPORATION PRIOR TO THE STATED MATURITY DATE. On
and after the Initial Redemption Date, if any, this Note may be redeemed
at any time in whole or from time to time in part in increments of $1,000
at the option of the Corporation at the applicable Redemption Price (as
defined below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only,
a new Note for the unredeemed portion hereof shall be issued in the name
of the registered holder hereof upon the surrender hereof. If this Note
is redeemable at the option of the Corporation, the "Redemption Price"
shall initially be the Initial Redemption Percentage specified on the face
hereof of the principal amount of this Note to be redeemed and shall decline
at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.

     Accrued interest hereon shall be calculated
by multiplying the face amount hereof by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factor
calculated for each day from and including the Original Issue Date, or
from, but excluding, the last date to which interest has been paid, as
the case may be, to, and including, the date for which accrued interest
is being calculated. The interest factor (expressed as a decimal) for each
such day shall be computed by dividing the interest rate in effect on such
day by (i) 360, or (ii) the actual number of days in the year, in the case
of Notes having the Treasury Rate or the CMT Rate as their Base Rate as
specified on the face hereof.

     The Base Rate (as defined herein) with respect
to this Note may be (i) the CD Rate, (ii) the Commercial Paper Rate, (iii)
LIBOR, (iv) the Federal Funds Rate, (v) the Prime Rate, (vi) the Treasury
Rate, (vii) the CMT Rate, (viii) the Eleventh District Cost of Funds Rate
or (ix) such other rate as is described on the face hereof and on a rider
to this Note.

     Except as described below, this Note will bear
interest at the rate determined by reference to the appropriate interest
rate basis (the "Base Rate") and Index Maturity, each as specified on the
face hereof, (i) plus or minus the Spread, if any, specified on the face
hereof and/or (ii) multiplied by the Spread Multiplier, if any, specified
on the face hereof. The interest rate in effect with respect hereto during
an Interest Reset Period will be the rate determined on the Calculation
Date (as hereinafter defined) by reference to the Interest Determination
Date (as hereinafter defined). The interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, as specified on the
face hereof, the interest rate determined as of the Interest Determination
Date pertaining to such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest Determination
Date pertaining to the immediately preceding Interest Reset Date, provided
that (i) the interest rate in effect from the Original Issue Date to the
initial Interest Reset Date shall be the Initial Interest Rate specified
on the face hereof, and (ii) the interest rate in effect for the 10 calendar
days immediately prior to the Maturity Date shall be the rate in effect
on the 10th calendar day preceding such Maturity Date. If any Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next day that is a Business Day, except
that if the Base Rate specified on the face hereof is LIBOR, if such next
Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. The term "Final Interest
Payment Period" means the period from the final Interest Reset Date to
the Maturity Date.

     The Interest Determination Date with respect
to any Note that has as its Base Rate the CD Rate, the Commercial Paper
Rate, the Federal Funds Rate, the Prime Rate or the CMT Rate will be the
second Business Day preceding the applicable Interest Reset Date. The Interest
Determination Date with respect to any Note that has LIBOR as its Base
Rate will be the second London Banking Day (as defined below) preceding
the applicable Interest Reset Date. The Interest Determination Date with
respect to any Note that has the Eleventh District Cost of Funds Rate as
its Base Rate will be the last Business Day of the month immediately preceding
the applicable Interest Reset Date in which the Federal Home Loan Bank
(the "FHLB") of San Francisco publishes the Index (as defined below). The
Interest Determination Date with respect to any Note that has the Treasury
Rate as its Base Rate will be the day of the week in which the applicable
Interest Reset Date falls on which Treasury bills of the Index Maturity
specified on the face hereof normally would be auctioned; provided,
however, that if as a result of a legal holiday an auction is held
on the Friday of the week preceding the 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 Reset Date, shall instead be the first Business Day following
such auction.

     The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the 10th 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 next preceding
the applicable Interest Payment Date or Maturity Date, as the case may
be.

     All percentages resulting from any calculation
on the Notes will be rounded, if necessary, to the nearest 0.000001, with
0.0000005 rounded upward, and all dollar amounts used in or resulting from
such calculation on the Notes will be rounded to the nearest cent (with
one-half cent being rounded upward).

      Determination of CD Rate. CD Rate
means, with respect to an Interest Determination Date (a "CD Rate Interest
Determination Date"), the rate on such CD Rate Interest Determination Date
for negotiable certificates of deposit having the Index Maturity specified
on the face hereof, as such rate is published by the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board") in "Statistical
Release H.15(519), Selected Interest Rates," or any successor publication
of the Federal Reserve Board ("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 CD Rate Interest Determination
Date, the CD Rate will be the rate on such CD Rate 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 its daily statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Certificates
of Deposit." If such rate is not published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on such Calculation Date,
then the CD Rate on such CD Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in New York City selected by the Calculation
Agent for negotiable certificates of deposit in denominations of $5,000,000
of major United States money center banks 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 as set forth above, the CD Rate for such CD Rate Interest Determination
Date will be the CD Rate then in effect on such CD Rate Interest Determination
Date.

      Determination of Commercial Paper
Rate. The Commercial Paper Rate means, with respect to an Interest
Determination Date (a "Commercial Paper Rate Interest Determination Date"),
the Money Market Yield (as defined below) of the rate on such Commercial
Paper Rate Interest Determination Date for commercial paper having the
Index Maturity specified on the face hereof as published in H.15(519) under
the heading "Commercial Paper-Non-financial." In the event such rate is
not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Rate Interest Determination Date, the
Commercial Paper Rate shall be the Money Market Yield on such Commercial
Paper Rate Interest Determination Date of the rate for commercial paper
having the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper." If such rate
is not published in either H.15(519) or Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Commercial Paper Rate
for such Commercial Paper Rate 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
Commercial Paper Rate Interest Determination Date of three leading dealers
of commercial paper in New York City (which may include the Calculation
Agent or its affiliates) selected by the Calculation Agent 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, by a nationally
recognized securities rating agency; provided, however, that
if such dealers are not so quoting such rates, the Commercial Paper Rate
with respect to such Commercial Paper Rate Interest Determination Date
will be the Commercial Paper Rate then in effect on such Commercial Paper
Rate Interest Determination Date.

       "Money Market Yield" shall be the
yield calculated in accordance with the following formula:

                    
Money Market Yield = D x 360

                                         
          
360 - (D x M)    x 100

where "D" refers to the 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 LIBOR. LIBOR
means the rate determined by the Calculation Agent in accordance with the
following provisions:

      (i)       
With respect to an Interest Determination Date (a "LIBOR Interest Determination
Date"), LIBOR will be "LIBOR Telerate" unless "LIBOR Reuters" is specified
on the face of this Note. "LIBOR Telerate" is the rate for deposits in
the LIBOR Currency (as defined below) having the Index Maturity specified
on the face hereof that appears on the Designated LIBOR Page (as defined
below) specified on the face hereof as of 11:00 A.M. London time, on that
LIBOR Interest Determination Date. "LIBOR Reuters" is that rate which is
the arithmetic mean of the offered rates (unless the specified Designated
LIBOR Page 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 on the face hereof that appear on the Designated
LIBOR Page specified on the face hereof as of 11:00 A.M. London time, on
that 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. If LIBOR cannot be determined under this clause (i), LIBOR
in respect of the related LIBOR Interest Determination Date will be determined
as if the parties had specified the rate described in clause (ii) below.
      (ii)       
With respect to a LIBOR Interest Determination Date on which the applicable
LIBOR rate cannot be determined under 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 LIBOR Currency for the period of the Index Maturity specified on
the face hereof to prime banks in the London interbank market commencing
on the applicable Interest Reset Date at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such LIBOR Currency
in such market at such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two such quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M. in the
applicable Principal Financial Center (as defined below), on such LIBOR
Interest Determination Date by three major banks in such Principal Financial
Center selected by the Calculation Agent for loans in the LIBOR Currency
to leading European banks, having the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date and in a principal
amount that is representative for a single transaction in such LIBOR Currency
in such market at such time; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned
in this sentence, LIBOR determined on such LIBOR Interest determination
Date will be LIBOR then in effect on such LIBOR Interest Determination
Date.

      "LIBOR Currency" means the currency (including
composite currencies) specified on the face hereof for which LIBOR shall
be calculated. If no such currency is specified on the face hereof, the
LIBOR Currency shall be U.S. dollars.

      "Designated LIBOR Page" means either
(a) if "LIBOR Telerate" is specified on the face hereof, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank offered rates of major banks for the applicable LIBOR Currency,
or (b) if "LIBOR Reuters" is specified on the face hereof, the display
on the Reuters Monitor Money Rates Service for the purpose of displaying
the London interbank offered rates of major banks for the applicable LIBOR
Currency. If neither LIBOR Telerate nor LIBOR Reuters is specified on the
face hereof, LIBOR for the applicable LIBOR Currency will be determined
as if LIBOR Telerate (and, if the U.S. dollar is the LIBOR Currency, Page
3750) had been specified.

      "Principal Financial Center" is generally
the capital city of the country of the specified LIBOR Currency; provided,
however, that with respect to U.S. dollars, Australian dollars, Canadian
dollars, Deutsche marks, Italian lire, Swiss Francs and euros, the Principal
Financial Center shall be New York City, Sydney, Toronto, Frankfurt, Milan,
Zurich and Luxembourg, respectively.

        Determination of Federal
Funds Rate. The Federal Funds Rate means, with respect to an Interest
Determination Date (a "Federal Funds Rate Interest Determination Date"),
the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)." If H.15(519) is not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Federal Funds Rate Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Rate Interest Determination
Date for Federal Funds as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Federal Funds Rate Interest Determination
Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination
Date will be calculated by the Calculation Agent and will be the arithmetic
mean of the rates for the last transaction in overnight Federal Funds as
of 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date quoted by each of three leading brokers of Federal Funds transactions
in New York City selected by the Calculation Agent; provided, however,
that if fewer than three such brokers are so quoting such rates, the Federal
Funds Rate for such Federal Funds Rate Interest Determination Date will
be the Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.

      Determination of Prime Rate. Prime
Rate means, with respect to an Interest Determination Date (a "Prime Rate
Interest Determination Date"), the rate set forth on such date in H.15(519)
under the heading "Bank Prime Loan," or if not so published prior to 9:00
A.M. New York City time, on the Calculation Date pertaining to such Prime
Rate Interest Determination Date, then the Prime Rate will be determined
by the Calculation Agent and will be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the Reuters Screen
US PRIME 1 (as defined below) as such bank's prime rate or base lending
rates as in effect for that Prime Rate Interest Determination Date. If
fewer than four such rates but more than one such rate appear on the Reuters
Screen US PRIME 1 for the Prime Rate Interest Determination Date, the Prime
Rate will be determined by the Calculation Agent and will be the arithmetic
mean of the prime rates, quoted on the basis of the actual number of days
in the year divided by a 360-day year, as of the close of business on such
Prime Rate Interest Determination Date by four major money center banks
in New York City as selected by the Calculation Agent. If fewer than two
such rates appear on the Reuters Screen US PRIME 1, the Prime Rate will
be determined by the Calculation Agent as of the close of business on the
Prime Rate Interest Determination Date, on the basis of the prime rates,
as of the close of business on the Prime Rate Interest Determination Date,
furnished in New York City 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, having total equity capital of at least $500
million and being subject to supervision or examination by federal or state
authority, selected by the Calculation Agent; provided, however,
that if the banks so selected are not quoting prime rates, the Prime Rate
for such Prime Rate Interest Determination Date will be the Prime Rate
then in effect on such Prime Rate Interest Determination Date.

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

      Determination of Treasury Rate.
Treasury Rate means, with respect to an Interest Determination Date (a
"Treasury Rate Interest Determination Date"), the rate for the auction
held on such Treasury Rate Interest Determination Date of direct obligations
of the United States ("Treasury Bills") having the Index Maturity specified
on the face hereof, as published in H.15(519) under the heading "U.S. Government
Securities -- Treasury Bills -- auction average (investment)." If such
rate is not published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Treasury Rate Interest Determination Date, the
Treasury Rate will be the auction average rate (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on
a daily basis) on such Treasury Rate Interest Determination Date 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 reported as provided by 3:00 P.M.,
New York City time, on such Calculation Date, or if no such auction is
held on such Treasury Rate Interest Determination Date, then the Treasury
Rate for such Treasury Rate Interest Determination Date 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 the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Treasury Rate Interest Determination Date,
of three leading primary United States government securities dealers, 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 so quoting such rates, the Treasury Rate with respect to
such Treasury Rate Interest Determination Date will be the Treasury Rate
then in effect on such Treasury Rate Interest Determination Date.

      Determination of CMT Rate. CMT
Rate means with respect to an Interest Determination Date relating to a
CMT Rate Note or any Floating Rate Note for which the interest rate is
determined by reference to the CMT Rate (a "CMT Rate Interest Determination
Date"), the rate displayed on the designated CMT Telerate Page under the
caption "Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays approximately 3:45 p.m.," under the column for the Designated
CMT Maturity Index for (i) if the Designated CMT Telerate Page is 7055,
the rate on such CMT Rate Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week or the month, as applicable, as specified
on the face hereof, ended immediately preceding the week in which the related
CMT Rate Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 p.m., New York
City time, on such Calculation Date, then the CMT Rate for such CMT Rate
Interest Determination Date will be such Treasury Constant Maturity Rate
for the Designated CMT Maturity Index as published in the relevant H.15(519).
If such rate is no longer published, or if not published by 3:00 p.m. New
York City time, on such Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such Treasury Constant Maturity
Rate for the Designated CMT Maturity Index (or other United States Treasury
rate for the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published
by either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 p.m., New York City time, on such Calculation Date, then
the CMT Rate for the CMT Rate Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Interest Determination
Date reported, according to their written records, by three leading primary
United States government securities dealers (each a "Referenced Dealer")
in New York City selected by the Calculation Agent (from five such Referenced
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 the most recently
issued direct, non-callable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury Note quotations, the CMT Rate for such
CMT Rate Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market side offer prices as of approximately 3:30 p.m. New York
City time, on the CMT Rate Interest Determination Date of three Referenced
Dealers in New York City (from five such Referenced Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the
even of equality, one of the highest) and lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury Notes with original
maturity of the number of years that is the next highest to the Designated
CMT Maturity Index and a remaining term to maturity closest to the Designated
CMT Maturity Index and in an amount of at least $100,000,000. If three
or four (and not five) of such Referenced Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor lowest of such quotes will
be eliminated; provided, however, that if fewer than three
Referenced Dealers selected by the Calculation Agent are quoting as described
herein, the CMT Rate will be the CMT Rate then in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
as described in the third preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Rate Note with the shorter remaining term to maturity will be
used.

     "Designated CMT Telerate Page" means the display
on the Dow Jones Telerate Service on the page designated on the face hereof
(or any other page as may replace such page on that service for the purpose
of displaying Treasury Constant Maturities as reported in H.15(519)), for
the purpose of displaying Treasury Constant Maturity as reported in H.15(519).
If no such page is specified, the Designated CMT Telerate Page shall be
7052, for the most recent week.

      "Designated CMT Maturity Index" means
the original period to maturity of the U.S. Treasury Securities (either
1, 2, 3, 5, 7, 10, 20 or 30 years) specified on the face hereof with respect
to which the CMT Rate will be calculated. If no such maturity is specified
on the face hereof, the Designated CMT Maturity Index shall be two years.

      Determination of Eleventh District
Cost of Funds Rate. Eleventh District Cost of Funds Rate means, with
respect to an Interest Determination Date relating to an Eleventh District
Cost of Funds Rate (an "Eleventh District Cost of Funds Rate Interest Determination
Date"), the rate equal to the monthly weighted average cost of funds for
the calendar month preceding such Eleventh District Cost of Funds Rate
Interest Determination Date as set forth under the caption "Eleventh District"
as displayed Dow Jones Telerate Service (or any successor service) on page
7058 (or any other page as may replace the specified page on that service)
("Telerate Page 7058") as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date. If such rate does
not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Rate Interest Determination Date, the Eleventh District Cost of
Funds Rate for such Eleventh District Cost of Funds Rate 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 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 Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate for such Eleventh District
Cost of Funds Rate Interest Determination Date will be the Eleventh District
Cost of Funds Rate then in effect on such Eleventh District Cost of Funds
Rate Interest Determination Date.

     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,
and 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 law of general application.

     The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each Calculation
Date. At the request of the registered holder hereof, the Calculation Agent
will provide to such holder hereof the interest rate hereon then in effect
and, if determined, the interest rate which will become effective as of
the next Interest Reset Date.

     The provisions of Article Fourteen of the Indenture
do not apply to Securities of this Series.

     If an Event of Default (defined in the Indenture
as (i) the Corporation's failure to pay principal of (or premium, if any,
on) the Notes when due, or to pay interest on the Notes within 30 days
after the same becomes due, (ii) the Corporation's breach of its other
covenants contained in this Note or the Indenture, which breach is not
cured within 90 days after written notice by the Trustee or the holders
of at least 25% in outstanding principal amount of all Securities issued
under the Indenture and affected thereby and (iii) certain events involving
the bankruptcy, insolvency or liquidation of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the holders
of the Notes under the Indenture at any time by the Corporation with the
consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes then outstanding and all other Securities then outstanding
under the Indenture and affected by such amendment and modification. The
Indenture also contains provisions permitting the holders of a majority
in aggregate principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected thereby, on
behalf of the holders of all Securities, to waive compliance by the Corporation
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 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 Corporation, which is absolute and unconditional, to pay the principal
of and interest on this Note at the times, place and rate, and in the coin
or currency, herein prescribed.

     No recourse shall be had for the payment of
the principal of (premium, if any) or the interest on this Note, or for
any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental thereto, against
any incorporator, stockholder, officer or director, as such, past, present
or future, of the Corporation or any predecessor or 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 issue
hereof, expressly waived and released.

     As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to the Notes,
upon surrender of this Note for registration of transfer at the office
or agency of the Corporation designated by it pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Corporation and the Trustee or Security Registrar
duly executed by, the registered holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

     The Notes are issuable only as registered Notes
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture, and subject to certain limitations therein
set forth, Notes are exchangeable for a like aggregate principal amount
of Notes of different authorized denominations, as requested by the holder
surrendering the same.

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

      Prior to due presentment for registration
of transfer of this Note, the Corporation, the Trustee, the Issuing and
Paying Agent and any agent of the Corporation, the Trustee or any Issuing
and Paying Agent may treat the entity in whose name this Note is registered
as the absolute owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note be overdue,
and neither the Corporation, the Trustee, the Issuing and Paying Agent
nor any such agent shall be affected by notice to the contrary.

     All terms used in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

     The Notes are being issued by means of a book-entry
system with no physical distribution of certificates to be made except
as provided in the Indenture. The book-entry system maintained by The Depository
Trust Company ("DTC") will evidence ownership of the Notes, with transfers
of ownership effected on the records of DTC and its participants pursuant
to rules and procedures established by DTC and its participants. The Corporation
will recognize Cede & Co., as nominee of DTC, while the registered
holder of the Notes, as the owner of the Notes for all purposes, including
payment of principal (premium, if any) and interest, notices and voting.
Transfer of principal (premium, if any) and interest to participants of
DTC will be the responsibility of DTC, and transfer of principal (premium,
if any) and interest to beneficial owners of the Notes by participants
of DTC will be the responsibility of such participants and other nominees
of such beneficial owners. So long as the book-entry system is in effect,
the selection of any Notes to be redeemed will be determined by DTC pursuant
to rules and procedures established by DTC and its participants. The Corporation
will not be responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.






ABBREVIATIONS


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

                   
TEN COM--as tenants in common

                   
TEN ENT-- as tenants by the entireties

                   
JT TEN-- as joint tenants with right of survivorship and not as tenants
in common

                   
UNIF GIFT MIN ACT--.............Custodian.......................

                                         
                  
(Cust)                     
(Minor)

Under Uniform Gifts to Minors Act
.................................

(State)


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


_____________________________

ASSIGNMENT


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


[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

INCLUDING ZIP CODE OF ASSIGNEE]


_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

Please Insert Social Security or Other

                
Identifying Number of Assignee: ____________________________

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

Dated:____________________                      
_________________________

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


[OPTION TO ELECT REPAYMENT]


     The undersigned hereby irrevocably request(s)
and instruct(s) the Corporation to repay this Note (or portion hereof specified
below) pursuant to its terms at a price equal to the principal amount hereof
together with interest to the repayment date, to the undersigned, at ________________________________________________

________________________________________________________________.

(Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee (or
any duly appointed paying agent) must receive at __________________, or
at such other place or places of which the Corporation shall from time
to time notify the registered holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any, shown on
the face hereof, this Note with this "Option to Elect Repayment" form duly
completed.

     If less than the entire principal amount of
this Note is to be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and specify
the denomination or denominations (which shall be $__________ or an integral
multiple of $1,000 in excess of $__________) of the Notes to be issued
to the Holder for the portion of this Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion
not being repaid).

$________________                
________________________________________

                                         
            
NOTICE: The signature on this

                                         
            
Option to Elect Repayment must

Date _______________               
correspond with the name as written

                                         
            
upon the face of this Note in every

                                         
             
particular, without alteration or

                                         
             
enlargement or any change whatever.

 

 








RENEWABLE NOTE RIDER


     The Corporation and the purchaser of this Note
have agreed that this Note is a Renewable Note which initially matures
on the Stated Maturity Date shown on the face hereof. At each Renewal Date,
as specified below, the maturity of this Note will be automatically extended
to the corresponding New Maturity Date, as specified below, unless the
registered holder of this Note elects to terminate the automatic extension
of the maturity of this Note or any portion hereof and delivers a completed
Extension Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the applicable Renewal
Date. The Extension Termination Notice may specify all or a portion of
the outstanding principal amount of the Note so long as the principal amount
of the Note remaining outstanding after repayment is an integral multiple
of $1,000. Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice will be
deemed automatically to mature on the Stated Maturity Date or the then
applicable New Maturity Date, as the case may be. The remaining principal
balance of such Note, if any, will be deemed to automatically be extended
to the corresponding New Maturity Date but in no circumstances may such
maturity be extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity hereof shall
be irrevocable and binding on each holder hereof. Notwithstanding any such
extension, the interest rate applicable to this Note will continue to be
calculated as set forth in this Note.

 

STATED MATURITY DATE:_________________________________

FINAL MATURITY DATE:__________________________________

                
Renewal Date (s)                           
New Maturity Date(s)

 

 
























EXTENDIBLE NOTE RIDER


     The Corporation and the purchaser of this Note
have agreed that this Note is an Extendible Note, whereby the Corporation
has the option to extend the maturity of this Note for one or more whole
year periods, as set forth below (each, an "Extension Period"), up to but
not beyond the Final Maturity Date set forth below, under the terms of
this Note as supplemented by this Extendible Note Rider.

                           
Stated Maturity Date: __________________

                           
Final Maturity Date:  ___________________

 

 

 
	
Extension Notice

Due Date 
	
Extended

Maturity Date

		
		
		
		




     The Corporation may exercise its option with
respect hereto by delivery to the Trustee (or any duly appointed paying
agent) of such exercise at least 45 but not more than 60 days prior to
the Stated Maturity Date originally in effect with respect hereto or, if
the Stated Maturity Date has already been extended, prior to the maturity
date then in effect (an "Extended Maturity Date"). After such receipt and
not later than 40 days prior to the Stated Maturity Date or an Extended
Maturity Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail, postage
prepaid, to the registered holder hereof a notice (the "Extension Notice")
relating to such extension period (the "Extension Period") setting forth
(i) the election of the Corporation to extend the maturity hereof, (ii)
the new Extended Maturity Date, (iii) the Spread and/or Spread Multiplier
applicable to the Extension Period, and (iv) the provisions, if any, for
redemption during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices at which
such redemption may occur during the Extension Period. Upon the mailing
by the Trustee (or any duly appointed paying agent) of an Extension Notice
to the registered holder hereof, the maturity hereof shall be extended
automatically as set forth in such Extension Notice, and, except as modified
by the Extension Notice and as described in the next paragraph, this Note
will have the same terms as prior to the mailing of such Extension Notice.

     Notwithstanding the foregoing, not later than
20 days prior to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation may,
at its option, revoke the Spread and/or Spread Multiplier provided for
in the Extension Notice and establish a higher Spread and/or Spread Multiplier
for the Extension Period by mailing or causing the Trustee (or any duly
appointed Paying Agent) to mail notice of such higher Spread and/or Spread
Multiplier, first class mail, postage prepaid, to the registered holder
of such Note. Such notice shall be irrevocable. Thereafter this Note will
bear such higher Spread and/or Spread Multiplier for the Extension Period.

     If the Corporation elects to extend the maturity
hereof, the registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at a price
equal to the principal amount hereof plus any accrued and unpaid interest
to such date. In order for this Note to be so repaid on the Maturity Date,
the Corporation must receive, at least 15 days but not more than 30 days
prior to the Maturity Date then in effect with respect hereto, (i) this
Note with the form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange, or the National Association
of Securities Dealers, Inc. or a commercial bank or trust company in the
United States setting forth the name of the registered holder hereof, the
principal amount hereof, the principal amount to be repaid, the certificate
number or a description of the tenor and terms hereof, 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" attached hereto, will be received by the Trustee
(or any duly appointed Paying Agent) not later than the fifth Business
Day after the date of such telegram, telex, facsimile transmission or letter,
provided, however, that such telegram, telex, facsimile transmission
or letter shall only be effective if this Note and duly completed form
are received by the Trustee (or any duly appointed Paying Agent) by such
fifth Business Day. Such option may be exercised by the registered holder
hereof for less than the aggregate principal amount hereof then outstanding,
provided that the principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000.

_____________________________