Exhibit 4(p)


                      [FORM OF FACE OF SERIES A GLOBAL MTN
                    FLOATING RATE REGISTERED DTC GLOBAL NOTE]

                      GENERAL ELECTRIC CAPITAL CORPORATION
                        GLOBAL MEDIUM-TERM NOTE, SERIES A
                                 (FLOATING RATE)

REGISTERED                                                            REGISTERED
No. USFLR
CUSIP: ____________                                          [              ](2)
ISIN: _____________
Common Code: ______

          Unless this  certificate is presented by an authorized  representative
of The  Depository  Trust Company (55 Water Street,  New York,  New York) 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 The Depository  Trust Company and
any payment is made to Cede & Co., ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  since the  registered  owner
hereof, Cede & Co., has an interest herein.

          Unless  and  until it is  exchanged  in whole or in part for  Notes in
definitive  registered form, this registered  global note may not be transferred
except as a whole by the  Depositary  to a  nominee  of the  Depositary  or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor  Depositary or a nominee
of such successor Depositary.

IF APPLICABLE, THE "ISSUE PRICE", THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE"
AND THE "YIELD TO MATURITY"  WILL BE SET FORTH  BELOW.  THE  CALCULATION  OF THE
AMOUNT OF OID UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS
DISCUSSED ON THE REVERSE HEREOF.

----------
(1)  Insert Principal Amount.

(2)  Insert Optional Payment Amount if the Note has a dual-currency feature.

<PAGE>


ORIGINAL ISSUE       INITIAL INTEREST     SPREAD (PLUS OR     INITIAL REDEMPTION
DATE:                DATE:                MINUS):             DATE:

MATURITY DATE:       INTEREST ACCRUAL     ALTERNATE RATE      INITIAL REDEMPTION
                     DATE:                EVENT SPREAD:       PERCENTAGE:
SPECIFIED (FACE
AMOUNT)              MAXIMUM INTEREST     SPREAD              OPTIONAL
CURRENCY:(3),(4)     RATE:                MULTIPLIER:         REPAYMENT DATE(S):

INTEREST RATE        MINIMUM INTEREST     INTEREST PAYMENT    YIELD TO MATURITY:
BASIS:               RATE:                PERIOD:
                                                              AMOUNT OF OID:
APPLICABILITY OF     OPTION ELECTION      INTEREST RESET
ANNUAL REDEMPTION    DATES:(3)            PERIOD:             ISSUE PRICE
PERCENTAGE           OPTIONAL PAYMENT
INCREASE:            CURRENCY:(3)         INTEREST RESET      DESIGNATED CMT
                                          DATES:              TELERATE PAGE:
If yes, state each   DESIGNATED
redemption date and  EXCHANGE RATE:(3)    APPLICABILITY OF
redemption price:                         MODIFIED PAYMENT
                     NOTES ALSO           UPON ACCELERATION
APPLICABILITY OF     REPRESENTED BY       OR REDEMPTION:
ANNUAL REDEMPTION    INTERNATIONAL
REDUCTION:           GLOBAL NOTE:         If yes, state
                     [_] Yes(5)  [_] No   Issue Price:
If yes, state
Annual Percentage                         INDEXED
Reduction:                                CURRENCY:(4)

                                          CURRENCY BASE(4)
                                          RATE:

----------
(3)  If Note has dual currency feature.

(4)  If Note has index feature.

(5)  If Notes of the same  Tranche are also to be  represented  by a global note
     (an  "International  Global Note")  deposited with a common  depositary for
     Clearstream Banking, societe anonyme and Euroclear Bank S.A./N.V.

                                       2
<PAGE>


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

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

ADDENDUM ATTACHED:
[ ] Yes
[ ] No

OTHER PROVISIONS:

          General Electric Capital Corporation, a Delaware corporation (together
with its successors and assigns,  the  "Company"),  for value  received,  hereby
promises to pay to , or registered assignees, the principal sum (or Face Amount,
if the Note has a dual-currency or index feature) specified in Schedule I hereto
on the Maturity Date  specified  above (except to the extent  redeemed or repaid
prior to the Maturity Date) and to pay interest  thereon from the Original Issue
Date  specified  above at a rate per annum  equal to the Initial  Interest  Rate
specified above until the first Interest Reset Date next succeeding the Original
Issue Date specified  above,  and  thereafter at a rate per annum  determined in
accordance  with the  provisions  specified  on the  reverse  hereof  until  the
principal  hereof is paid or duly made available for payment (except as provided
below).   The  Company  will  pay  interest  in  arrears   monthly,   quarterly,
semiannually,  or annually as specified above as the Interest  Payment Period on
each  Interest  Payment Date (as  specified  above),  commencing  with the first
Interest  Payment Date next succeeding the Original Issue Date specified  above,
and on the  Maturity  Date (or any  redemption  or  repayment  date);  PROVIDED,
HOWEVER,  that if the  Original  Issue Date  occurs  between a Record  Date,  as
defined below, and the next succeeding  Interest Payment Date, interest payments
will commence on the second Interest  Payment Date succeeding the Original Issue
Date to the  registered  holder of this Note on the Record Date with  respect to
such second Interest  Payment Date; and PROVIDED,  FURTHER,  that if an Interest
Payment  Date (other than  maturity)  would fall on a day that is not a Business
Day (this and  certain  other  capitalized  terms used herein are defined on the
reverse of this Note),  such  Interest  Payment Date shall be the  following day
that is a Business Day,  except that if the Interest Rate Basis  specified above
is LIBOR  and such  next  Business  Day falls in the next  calendar  month,  the
Interest Payment Date shall be the immediately  preceding day that is a Business
Day.

          [WITH  RESPECT TO ANY  DUAL-CURRENCY  NOTES,  THE COMPANY MAY ELECT ON
EACH OPTION ELECTION DATE SPECIFIED ABOVE (EACH SUCH DATE HEREIN BEING CALLED AN
"OPTION  ELECTION  DATE") TO PAY THE AMOUNTS DUE ON THIS NOTE ON THE  SUCCEEDING
INTEREST  PAYMENT  DATE OR MATURITY  DATE,  AS THE CASE MAY BE, IN THE  OPTIONAL
PAYMENT CURRENCY SPECIFIED ABOVE (THE "OPTIONAL PAYMENT CURRENCY") INSTEAD OF IN
THE FACE AMOUNT  CURRENCY.  THE AMOUNTS DUE IN THE OPTIONAL  PAYMENT CURRENCY ON
ANY INTEREST  PAYMENT DATE OR AT THE MATURITY DATE, AS THE CASE MAY BE, SHALL BE
DETERMINED BY THE COMPANY USING THE  DESIGNATED  EXCHANGE RATE  SPECIFIED  ABOVE
(THE "DESIGNATED  EXCHANGE  RATE").  IF SUCH ELECTION IS MADE, THE COMPANY SHALL
NOTIFY THE  PAYING  AGENT,  AS  DEFINED  BELOW,  OF THE  ELECTION  ON THE OPTION
ELECTION  DATE AND  NOTICE OF SUCH  ELECTION  SHALL BE MAILED TO THE  REGISTERED
HOLDER OF THIS NOTE BY FIRST CLASS MAIL, POSTAGE PREPAID, AT THE ADDRESS OF SUCH
HOLDER AS THAT ADDRESS APPEARS UPON THE BOOKS OF THE COMPANY WITHIN TWO BUSINESS
DAYS (THIS AND CERTAIN  OTHER  CAPITALIZED  TERMS USED HEREIN ARE DEFINED ON THE
REVERSE  OF THIS  NOTE) OF THE  OPTION  ELECTION  DATE AND  SHALL  STATE (I) THE
INTEREST  PAYMENT DATE AND (II) THE EXCHANGE RATE TO BE USED TO CONVERT  AMOUNTS
FROM THE FACE AMOUNT CURRENCY TO THE OPTIONAL PAYMENT CURRENCY, WHICH RATE SHALL
BE  THE  DESIGNATED  EXCHANGE  RATE.  ANY  SUCH  NOTICE  BY THE  COMPANY  TO THE
REGISTERED HOLDER OF THIS NOTE, ONCE GIVEN, MAY NOT BE WITHDRAWN. IF THE COMPANY
ELECTS ON ANY OPTION ELECTION DATE TO PAY THE AMOUNTS

                                       3
<PAGE>


DUE ON EACH  SUCCEEDING  INTEREST  PAYMENT DATE OR AT THE MATURITY  DATE, AS THE
CASE MAY BE,  IN THE  OPTIONAL  PAYMENT  CURRENCY,  THEN IT  SHALL  PAY ALL SUCH
AMOUNTS  (INCLUDING  PRINCIPAL)  DUE WITH  RESPECT TO THIS NOTE IN THE  OPTIONAL
PAYMENT  CURRENCY ON EACH  SUCCEEDING  INTEREST  PAYMENT DATE OR AT THE MATURITY
DATE,  AS THE CASE MAY BE. IF THE COMPANY  DOES NOT ELECT ON AN OPTION  ELECTION
DATE TO PAY THE AMOUNT DUE ON THE  SUCCEEDING  INTEREST  PAYMENT  DATE OR AT THE
MATURITY DATE, AS THE CASE MAY BE, IN THE OPTIONAL PAYMENT  CURRENCY,  THEN SUCH
PAYMENT SHALL BE MADE IN THE FACE AMOUNT  CURRENCY AND NO NOTICE OF SUCH PAYMENT
NEED BE GIVEN.](6)

          Payment of the  principal  of this Note,  any premium and the interest
due at the Maturity Date (or any  redemption or repayment  date) will be made in
immediately  available funds upon surrender of this Note at the office or agency
of such paying agent (a "Paying Agent") as the Company may determine  maintained
for that  purpose in the  Borough of  Manhattan,  The City of New York,  [and in
London](7)  or at the  office or agency of such  other  Paying  Agent as the
Company may determine.

          Interest on this Note will accrue  initially  from the Original  Issue
Date and thereafter  will accrue from the most recent  Interest  Payment Date to
which  interest has been paid or duly provided for and such interest  thereafter
will accrue until the principal  hereof has been paid or duly made available for
payment (except as provided below). The interest so payable, and punctually paid
or duly provided for, on any Interest  Payment  Date,  will,  subject to certain
exceptions  described  herein, be paid to the person in whose name this Note (or
one or more predecessor Note) is registered at the close of business on the date
15 days prior to an Interest  Payment Date (whether or not a Business Day) (each
such date a "Record  Date");  PROVIDED,  HOWEVER,  that interest  payable on the
Maturity  Date (or any  redemption  or  repayment  date)  will be payable to the
person to whom the principal hereof shall be payable.

----------
(6)  Use if Note has dual-currency feature.

(7)  Include if this Note is to be listed on the London Stock Exchange.

                                       4
<PAGE>


          If the Specified  Currency  indicated on the face hereof is other than
U.S.  dollars,  any  payment  on this Note on an  Interest  Payment  Date or the
Maturity Date (or any redemption or repayment date) will be made in U.S. dollars
based on the noon  U.S.  dollar  buying  rate in the City of New York for  cable
transfers  of such  Specified  Currency,  on the second  Business  Day (this and
certain other  capitalized  terms used herein are defined on the reverse of this
Note) preceding the applicable payment date, as certified by the Federal Reserve
Bank of New York for  customs  purposes,  unless  the  holder  hereof  elects by
written  request  (which  request shall also include  appropriate  wire transfer
instructions)  to the Paying Agent at its corporate  trust office in The City of
New York received on or prior to the Record Date relating to an Interest Payment
Date or at  least 10 days  prior to the  Maturity  Date  (or any  redemption  or
repayment  date),  as the case may be, to receive such payment in such Specified
Currency except as provided on the reverse hereof;  PROVIDED, that the amount of
such Specified Currency to be received by a holder of this Note who so elects to
receive such  Specified  Currency  will be based on a firm bid  quotation in New
York City received by the Exchange Rate Agent, as defined on the reverse hereof,
at  approximately  11:00 A.M.,  New York City time,  on the second  Business Day
preceding the applicable  payment date from a recognized foreign exchange dealer
(which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
U.S.  dollars in exchange for such  Specified  Currency for  settlement  on such
payment date in the aggregate  amount of such Specified  Currency payable to all
holders of Notes having the same terms as this Note  (including  Original  Issue
Date) that have so elected to receive such  Specified  Currency and at which the
applicable dealer commits to execute a contract; PROVIDED, FURTHER, that if such
bid quotation is not available, such payments shall be made in U.S. Dollars. All
currency  exchange  costs will be borne by the holder of this Note who so elects
to receive such Specified Currency by deductions from such payments.  The holder
hereof may elect to  receive  payment in such  Specified  Currency  for all such
payments and need not file a separate  election for each such payment,  and such
election  shall remain in effect until  revoked by written  notice to the Paying
Agent at its  corporate  trust office in The City of New York received on a date
prior to the Record Date for the relevant  Interest  Payment Date or at least 10
days prior to the Maturity Date (or any  redemption or repayment  date),  as the
case may be; PROVIDED, HOWEVER, that such election is irrevocable as to the next
succeeding  payment to which it  relates;  if such  election  is made as to full
payment on this Note,  such  election may  thereafter  be revoked so long as the
Paying  Agent is  notified  of the  revocation  within the time period set forth
above.

          If the  Specified  Currency  indicated  on the  face  hereof  is  U.S.
dollars,  payment of the principal of and premium,  if any, and interest on this
Note will be made in such coin or currency  of the United  States as at the time
of payment is legal  tender for payment of public and private  debts;  PROVIDED,
HOWEVER, that payments of interest,  other than interest due at maturity (or any
redemption or repayment  date) will be made by United States dollar check mailed
to the address of the person  entitled  thereto as such address  shall appear in
the Note register.  A holder of  U.S.$5,000,000  or more in aggregate  principal
amount of Notes  having  the same  Interest  Payment  Date will be  entitled  to
receive payments of interest, other than interest due at maturity or any date of
redemption or repayment,  by wire transfer of immediately  available funds to an
account  maintained  by the  holder of this Note if  appropriate  wire  transfer
instructions  in writing have been received by the Paying Agent not less than 10
calendar days prior to the applicable Interest Payment Date.

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

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

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

DATED:                                  GENERAL ELECTRIC CAPITAL
                                          CORPORATION

[SEAL]                                  By:
                                           -------------------------------------
                                           Title:

ATTEST:

                                       5
<PAGE>


By:
   -------------------------------------
      Title:

CERTIFICATE OF AUTHENTICATION

          This  is one of the  Securities  of  the  Tranche  designated  therein
described in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A.
(FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), as Trustee

By:
   -------------------------------------
      Authorized Officer

                                       6
<PAGE>


                            [FORM OF REVERSE OF NOTE]

          This  Note is one of a duly  authorized  issue of  Global  Medium-Term
Notes, Series A, having maturities from nine months to 60 years from the date of
issue (the "Notes") of the Company. The Notes are issuable under a Third Amended
and  Restated  Indenture,  dated as of February 27, 1997 between the Company and
JPMorgan  Chase  Bank,  N.A.  (formerly  known as The Chase  Manhattan  Bank) as
amended by the First Supplemental  Indenture dated as of May 3, 1999, the Second
Supplemental  Indenture  dated  as of July 2,  2001 and the  Third  Supplemental
Indenture  dated  as of  November  22,  2002  (such  indenture  as  amended  and
supplemented to the date hereof being referred to herein as the "Indenture"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the  respective  rights,  limitations  of rights,  duties and
immunities  of the  Company,  the  Trustee  and the holders of the Notes and the
terms upon  which the Notes are,  and are to be,  authenticated  and  delivered.
JPMorgan Chase Bank, N.A.  (formerly known as The Chase Manhattan Bank) has been
appointed  Exchange Rate Agent (the "Exchange  Rate Agent",  which term includes
any  successor,  Exchange  Rate Agent) with  respect to the Notes,  and JPMorgan
Chase Bank,  N.A. at its corporate trust office in The City of New York has been
appointed  the  registrar  and as a Paying Agent with respect to the Notes.  The
Calculation  Agent  will  be  appointed   pursuant  to  the  applicable  pricing
supplement.  The terms of  individual  Notes may vary with  respect to  interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Indenture. To the extent not inconsistent herewith, the terms of
the Indenture are hereby incorporated by reference herein.

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

          This Note may be  redeemed at the option of the Company on any date on
and after the Initial  Redemption Date, if any, specified above (the "Redemption
Date". If no Initial  Redemption  Date is set forth above,  this Note may not be
redeemed at the option of the Company  prior to the 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  (provided  that any
remaining  principal  hereof  shall be at least  $1,000)  at the  option  of the
Company at the applicable Initial Redemption  Percentage  together with interest
thereon  payable to the  Redemption  Date, on notice given to the holder of this
Note 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 holder of this Note upon the
surrender  hereof.  The  Initial  Redemption  Percentage  may  be  increased  or
decreased,  as  the  case  may  be,  as  indicated  on  the  face  hereof  under
"Applicability  of Annual Redemption  Percentage  Increase" or "Applicability of
Annual  Redemption  Reductions".  [If this Note is subject to "Modified  Payment
upon  Acceleration  or Redemption"  the  redemption  price of this Note shall be
limited to the Amortized Amount.]

          Unless  otherwise  indicated on the face of this Note, this Note shall
not be subject to  repayment  at the option of the holder  prior to the Maturity
Date.  If so  indicated  on the face of this  Note,  this Note may be subject to
repayment  at the option of the holder on the Optional  Repayment  Date or Dates
specified  on the face  hereof on the terms set forth  herein.  On any  Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
1,000 units of the  Specified  Currency  indicated on the face hereof  (provided
that any  remaining  principal  amount hereof shall not be less than the minimum
authorized  denomination  hereof) at the option of the holder  hereof at a price
equal to 100% of the  principal  amount to be  repaid,  together  with  interest
hereon payable to the date of repayment.  For this Note to be repaid in whole or
in part at the option of the holder  hereof,  the  Company  must  receive at the
corporate trust office of the Paying Agent in the Borough of Manhattan, The City
of New York, at least 30 days but not more than 60 days prior to the  repayment,
(i) this Note with the form entitled  "Option to Elect Repayment" on the reverse
hereof duly  completed or (ii) a telegram,  facsimile  transmission  or a letter
from a member of a  national  securities  exchange  or a member of the  National
Association  of Securities  Dealers,  Inc. (the "NASD") or a commercial  bank or
trust  company in the United  States which must set forth the name of the holder
of the Note,  the principal  amount of this Note,  the principal  amount of this
Note to be repaid,  the  certificate  number or a  description  of the tenor and
terms of this Note,  a  statement  that the option to elect  repayment  is being
exercised thereby and a guarantee that this Note to be repaid, together with the
duly completed form entitled  "Option to Elect Repayment" on the reverse hereof,
will be received by the Paying Agent not later than the fifth Business Day after
the date of such telegram,  facsimile transmission or letter; PROVIDED, HOWEVER,
that such telegram, facsimile transmission or letter from a member of a national
securities exchange or a member of the

                                       7
<PAGE>


NASD or a commercial  bank or trust  company in the United  States shall only be
effective if in such case, this Note and form duly completed are received by the
Company by such fifth  Business Day.  Exercise of such  repayment  option by the
holder  hereof shall be  irrevocable.  In the event of repayment of this Note in
part only, a new Note or Notes for the amount of the unpaid portion hereof shall
be issued in the name of the holder hereof upon cancellation hereof, but only in
an authorized denomination.

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

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

               2.   If this Note is  designated  as a Floating  Rate/Fixed  Rate
          Note on the face hereof,  then,  except as described below,  this Note
          shall  initially bear interest at the rate  determined by reference to
          the  applicable  Interest Rate Basis shown on the face hereof (i) plus
          or minus the applicable  Spread, if any, and/or (ii) multiplied by the
          applicable  Spread  Multiplier,  if any,  specified and applied in the
          manner  described  on the  face  hereof.  Commencing  on  the  Initial
          Interest  Reset  Date,  the rate at  which  interest  on this  Note is
          payable shall be reset as of each Interest Reset Date specified on the
          face hereof;  PROVIDED,  HOWEVER, that (i) the interest rate in effect
          for the period from the  Original  Issue Date to the Initial  Interest
          Reset Date will be the Initial  Interest Rate;  (ii) unless  otherwise
          specified on the face hereof,  the interest  rate in effect hereon for
          the ten calendar days immediately prior to the Fixed Rate Commencement
          Date shall be that in effect on the tenth  calendar day  preceding the
          Fixed Rate  Commencement  Date;  and (iii) the interest rate in effect
          commencing on, and including,  the Fixed Rate Commencement Date to the
          Maturity  Date  shall be the Fixed  Interest  Rate,  if such a rate is
          specified on the face hereof,  or if no such Fixed Interest Rate is so
          specified,  the interest rate in effect hereon on the day  immediately
          preceding the Fixed Rate Commencement Date.

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

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

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

                                       8
<PAGE>


Date shall be  postponed  to the next  succeeding  day that is a  Business  Day,
except that if an Interest Rate Basis  specified on the face hereof is LIBOR and
such  next  Business  Day  falls in the next  succeeding  calendar  month,  such
Interest Reset Date shall be the next preceding Business Day.

          The Interest  Determination  Date pertaining to an Interest Reset Date
for Notes bearing  interest  calculated by reference to the CD Rate,  Commercial
Paper  Rate,  Federal  Funds  Rate,  Prime  Rate and CMT Rate will be the second
Business Day next preceding such Interest Reset Date. The Interest Determination
Date with respect to the Eleventh  District  Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on which
the  Federal  Home  Loan Bank of San  Francisco  (the  "FHLB of San  Francisco")
publishes  the  Index  (as  defined  below).  The  Interest  Determination  Date
pertaining to an Interest  Reset Date for Notes bearing  interest  calculated by
reference  to LIBOR  shall be the second  London  Business  Day  preceding  such
Interest Reset Date unless the Index Currency is (i) pounds  sterling,  in which
case the Interest  Determination Date will be the applicable Interest Reset Date
or (ii) Euro, in which case the Interest  Determination  Date will be the second
Target  Settlement  Date (as defined below)  preceding such Interest Reset Date.
The Interest  Determination  Date pertaining to an Interest Reset Date for Notes
bearing  interest  calculated by reference to the Treasury Rate shall be the day
of the week in which such  Interest  Reset Date  falls on which  Treasury  bills
normally would be auctioned;  PROVIDED,  HOWEVER,  that if an auction is held on
the Friday of the week preceding such Interest Reset Date, the related  Interest
Determination Date shall be such preceding Friday; and PROVIDED,  FURTHER,  that
if an auction  shall fall on any Interest  Reset Date,  then the Interest  Reset
Date shall instead be the first Business Day following the date of such auction.

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

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

          DETERMINATION  OF  COMMERCIAL  PAPER RATE.  If the Interest Rate Basis
specified on the face hereof is the Commercial  Paper Rate, the Commercial Paper
Rate  with  respect  to  this  Note  shall  be   determined   on  each  Interest
Determination  Date and shall be the Money Market  Yield (as defined  herein) of
the rate on such date for commercial  paper having the Index Maturity  specified
on the face  hereof,  as such rate shall be  published  in  H.15(519)  under the
heading  "Commercial  Paper-Nonfinancial,"  or if not so published prior to 3:00
p.m., New York City time, on the  Calculation  Date  pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield of
the rate on such Interest  Determination  Date for commercial paper of the Index
Maturity specified on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying

                                       9
<PAGE>


such rate, under the heading "Commercial Paper - Nonfinancial".  If such rate is
not yet available in either H.15(519),  H.15 Daily Update or another  recognized
electronic  source by 3:00 p.m., New York City time, on such  Calculation  Date,
then the  Commercial  Paper Rate on such  Interest  Determination  Date shall be
calculated by the  Calculation  Agent and shall be the Money Market Yield of the
average of the  offered  rates as of 11:00  a.m.,  New York City  time,  on such
Interest  Determination  Date as quoted by three  leading  dealers in commercial
paper in The City of New York 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,  from a
nationally recognized rating agency; PROVIDED, HOWEVER, that if fewer than three
dealers are quoting rates, the rate of interest on this Note with respect to the
following  Interest Reset Period shall be the rate of interest in effect on such
Interest Determination Date.

          "MONEY  MARKET  YIELD" shall be a yield  (expressed  as a  percentage)
calculated in accordance with the following formula:

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

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank  discount  basis and  expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.

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

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

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

     (a)  With  respect  to any  Interest  Determination  Date,  LIBOR  will  be
          generally determined as either:

               (1)  If "LIBOR  Reuters" is  specified  on the face  hereof,  the
          average of the  offered  rates for  deposits in the  Designated  LIBOR
          Currency  having  the  Index  Maturity  specified  on the face  hereof
          beginning  on the

                                       10
<PAGE>


          second   London   Business   Day   immediately   after  the   Interest
          Determination  Date,  that appear on the  Designated  LIBOR page as of
          11:00 a.m.,  London time, on that Interest  Determination  Date, if at
          least two offered rates appear on the Designated LIBOR Page; or

               (2)  If "LIBOR  Telerate" is specified on the face hereof,  or if
          neither "LIBOR Reuters" nor "LIBOR  Telerate" is specified on the face
          hereof,  the rate for deposits in the Designated LIBOR Currency having
          the Index  Maturity  specified  on the face  hereof  beginning  on the
          second London Business Day immediately  after such date (or, if pounds
          sterling is the Designated LIBOR Currency,  beginning on such date or,
          if Euro is the  Designated  LIBOR  Currency,  beginning  on the second
          TARGET  Settlement Date immediately  after such date), that appears on
          the  Designated  LIBOR Page as of 11:00  a.m.,  London  time,  on that
          Interest Determination Date.

                    Where (1) above  applies,  if fewer than two  offered  rates
          appear on the Designated  LIBOR Page, or, where (2) above applies,  if
          no rate appears on the Designated  LIBOR Page, LIBOR for that Interest
          Determination  Date  will be  determined  based  on the  rates on that
          Interest  Determination Date at approximately 11:00 a.m., London time,
          at which  deposits on that date in the  Designated  LIBOR Currency for
          the  period of the Index  Maturity  specified  on the face  hereof are
          offered to prime  banks in the London  interbank  market by four major
          banks  in that  market  selected  by the  Calculation  Agent  and in a
          principal  amount of not less than $1,000,000 (or its foreign currency
          equivalent) that in the Calculation Agent's judgment is representative
          for a single  transaction  in the  Designated  LIBOR  Currency in such
          market at such time (a  "Representative  Amount").  The offered  rates
          must begin on the second  London  Business Day  immediately  after the
          Interest  Determination  Date (or if pounds sterling is the Designated
          LIBOR Currency,  commencing on such Interest Determination Date or, if
          Euro is the Designated LIBOR Currency,  beginning on the second TARGET
          Settlement Date immediately after such date).

                    The  Calculation  Agent will  request the  principal  London
          office of each of these  banks to quote its rate.  If the  Calculation
          Agent receives at least two  quotations,  LIBOR will be the average of
          those quotations.

     (b)  If the  Calculation  Agent receives fewer than two  quotations,  LIBOR
will be the average of the rates quoted at  approximately  11:00 a.m.,  New York
City  time,  on the  Interest  Determination  Date by three  major  banks in the
Principal  Financial Center selected by the Calculation Agent. The rates will be
for loans in the Designated  LIBOR Currency to leading European banks having the
specified Index Maturity  beginning on the second London Business Day after that
date (or, if pounds  sterling is the Designated  LIBOR  Currency,  commencing on
such date or, if Euro is the Designated LIBOR Currency,  beginning on the second
TARGET  Settlement  Date  immediately  after such date) and in a  Representative
Amount.

     (c)  If fewer than three banks provide quotes, the rate of interest on this
Note with respect to the  following  Interest  Reset Period shall be the rate of
interest in effect on such Interest Determination Date.

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

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

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

                                       11
<PAGE>



            Currency                   Principal Financial Center
            --------                   --------------------------

            United States dollars      The City of New York

            Australian dollars         Sydney and, if Australian dollars is the
                                        currency in which the Notes are
                                        denominated, Melbourne

            Canadian dollars           Toronto

            South African rand         Johannesburg

            Swiss francs               Zurich


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

          DETERMINATION  OF PRIME RATE. If the Interest Rate Basis  specified on
the face  hereof is the Prime  Rate,  the Prime  Rate with  respect to this Note
shall be determined on each  Interest  Determination  Date and shall be the rate
set forth on that  Interest  Determination  Date in H.15(519)  under the heading
"Bank Prime Loan".  If the rate is not published in H.15(519) by 3:00 p.m.,  New
York City time, on the Calculation Date, then the Prime Rate will be the rate as
published on such  Interest  Determination  Date in H.15 Daily  Update,  or such
other recognized  electronic source used for the purpose of displaying such rate
under the caption "Bank Prime Loan".  If the rate is not published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time,  on the  Calculation  Date,  then the Prime Rate will be the  average
(rounded upwards, if necessary,  to the next higher one-hundred  thousandth of a
percentage  point) of the rates  publicly  announced by each bank on the Reuters
Screen  USPRIME1  Page as its prime rate or base lending rate for that  Interest
Determination  Date. If fewer than four,  but more than one, rates appear on the
Reuters  Screen  USPRIME1  Page, the Prime Rate will be the average 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 the Interest  Determination Date by
four  major  money  center  banks  in The  City  of  New  York  selected  by the
Calculation  Agent.  If fewer  than two rates  appear,  the  Prime  Rate will be
determined  based  on the  rates  furnished  in The  City  of  New  York  by the
appropriate  number of substitute  banks or trust companies  organized and doing
business under the laws of the United States, or any State thereof, having total
equity  capital of at least $500  million and being  subject to  supervision  or
examination  by a Federal or State  authority,  as selected  by the  Calculation
Agent. If no banks are providing quotes,  the rate of interest on this Note with
respect to the following  Interest Reset Period shall be the rate of interest in
effect on such Interest  Determination  Date.  "Reuters  Screen  USPRIME 1 Page"
means the display  designated as page  "USPRIME 1" on the Reuters  Monitor Money
Rates Service,  or any successor  service,  or any other page as may replace the
USPRIME 1 Page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks.

          DETERMINATION  OF TREASURY RATE. If the Interest Rate Basis  specified
on the face hereof is "Treasury  Rate," the  Treasury  Rate with respect to this
Note shall be

     (a)  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  specified on the face hereof as
that rate appears 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 ( "Telerate  Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or

     (b)  if the rate  described in (i) above is not published by 3:00 p.m., New
York City time, on the Calculation  Date, the Bond Equivalent  Yield of the rate
for the  applicable  Treasury  Bills as published in the H.15 Daily  Update,  or
other

                                       12
<PAGE>


recognized  electronic  source used for the purpose of displaying the applicable
rate,  under the  caption  "U.S.  Government  Securities/Treasury  Bills/Auction
High;" or

     (c)  if the rate described in (ii) above is not published by 3:00 p.m., New
York City time, on the related  Calculation  Date, the Bond Equivalent  Yield of
the Auction  rate of the  applicable  Treasury  Bills,  announced  by the United
States Department of the Treasury; or

     (d)  in the event that the rate  described in (iii) above 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  Interest  Determination
Date of Treasury  Bills having the Index  Maturity  specified on the face hereof
published in H.15(519)  under the caption "U.S.  Government  Securities/Treasury
Bills/Secondary Market;" or

     (e)  if the rate  described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related  Calculation Date, the rate on the applicable
Interest  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;" or

     (f)  if the rate  described  in (v) above is not so published by 3:00 p.m.,
New York City time, on the related  Calculation Date, the rate on the applicable
Interest  Determination  Date  calculated by the  Calculation  Agent as the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of
approximately  3:30  p.m.,  New  York  City  time,  on the  applicable  Interest
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 on the face hereof; or

     (g)  if the dealers  selected by the  Calculation  Agent are not quoting as
described in (vi),  the Treasury  Rate for the  immediately  preceding  Interest
Reset Period,  or, if there was no Interest  Reset Period,  the rate of interest
payable shall be the Initial Interest Rate.

          The "BOND  EQUIVALENT  YIELD" means a yield  calculated  in accordance
with the following formula and expressed as a percentage:

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

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank  discount  basis,  "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.

          CMT RATE NOTE. If the Interest Rate Basis specified on the face hereof
is the CMT Rate,  the CMT Rate with respect to this Note shall be  determined on
each  Interest  Determination  Date,  and  shall  be 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 Index Maturity specified on the face hereof
for:

     (1)  if the Designated CMT Telerate Page is 7051, the rate for the Interest
Determination Date; or

     (2)  if the  Designated  CMT Telerate  Page is 7052,  the weekly or monthly
average,  as  applicable,  ended  immediately  preceding  the week or month,  as
applicable, in which the Interest Determination Date occurs.

          If no page is specified, the Designated CMT Telerate Page will be 7052
for the most recent  week.  If that rate is no longer  displayed on the relevant
page,  or if it is not  displayed  by 3:00  p.m.,  New York  City  time,  on the
Calculation  Date, then the CMT Rate will be the Treasury constant maturity rate
for the specified Index Maturity as published in the relevant H.15(519).  If the
rate is no longer published in H.15(519),  or is not published by 3:00 p.m., New
York City time,  on the  Calculation  Date,  then the CMT Rate for that Interest
Determination Date will be the Treasury constant maturity rate for the specified
Index  Maturity (or other U.S.  Treasury  rate for such Index  Maturity for that
Interest

                                       13
<PAGE>


Determination Date) as may then be published by either the Federal Reserve Board
or the U.S.  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 that information is not provided by
3:00 p.m., New York City time, on the  Calculation  Date, then the CMT Rate will
be  calculated  as a yield to  maturity,  based on the average of the  secondary
market  closing offer side prices as of  approximately  3:30 p.m., New York City
time, on that Interest  Determination Date reported,  according to their written
records,  by three leading primary U.S.  government  securities dealers (each, a
"Reference  Dealer") in The City of New York selected by the Calculation  Agent.
These  dealers will be selected from five  Reference  Dealers.  The  Calculation
Agent will eliminate 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 noncallable fixed rate obligations
of  the  United  States   ("Treasury   Notes")  with  an  original  maturity  of
approximately  the Index  Maturity  specified on the face hereof and a remaining
term to  maturity  of not less than the  Index  Maturity  specified  on the face
hereof  minus one year.  If two  Treasury  Notes with an  original  maturity  as
described in the preceding  sentence have  remaining  terms to maturity  equally
close to the specified Index Maturity, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used. If the Calculation Agent cannot
obtain three  Treasury  Note  quotations,  the CMT Rate will be  calculated as a
yield to maturity based on the average of the secondary market offer side prices
as  of   approximately   3:30  p.m.,  New  York  City  time,  on  that  Interest
Determination  Date of three Reference  Dealers in The City of New York selected
by the Calculation  Agent using the same method  described  above,  for Treasury
Notes with an original  maturity of the number of years that is the next highest
to the Index  Maturity  specified  on the face hereof  with a remaining  term to
maturity  closest  to  such  Index  Maturity  and  in  an  amount  of  at  least
$100,000,000.  If three or four  (and not  five) of the  Reference  Dealers  are
providing  quotes,  then the CMT Rate will be based on the  average of the offer
prices  obtained,  and neither the highest nor the lowest of such quotes will be
eliminated. If fewer than three Reference Dealers are providing quotes, the rate
of interest on this Note with  respect to the  following  Interest  Reset Period
shall be the rate of interest in effect on such Interest Determination Date.

          "DESIGNATED  CMT TELERATE  PAGE" means the display on Telerate (or any
successor  service) on the page designated on the face hereof (or any other page
as may replace such page on such services).  If no such page is specified on the
face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent
week.

          Notwithstanding  the foregoing,  the interest rate hereon shall not be
greater  than the  Maximum  Interest  Rate,  if any,  or less  than the  Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate  permitted by New York law, as the same may be modified by
United States Federal law of general application.

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

          Interest  payments  on this Note will  equal  the  amount of  interest
accrued from and including the next preceding  Interest  Payment Date in respect
of which interest has been paid (or from and including the date of issue,  if no
interest has been paid) to but  excluding  the related  Interest  Payment  Date;
PROVIDED,  HOWEVER,  that if the Interest Reset Period with respect to this Note
is daily or weekly, each interest payment will include interest accrued from and
including the date of issue or from but  excluding the last Regular  Record Date
to which  interest has been paid, as the case may be,  through and including the
Regular Record Date next preceding the applicable  Interest Payment Date, unless
otherwise specified on the face hereof; and PROVIDED, FURTHER, that the interest
payment  with  respect  to this Note  made on the  Maturity  Date  will  include
interest accrued to but excluding such Maturity Date.

          Accrued  interest  hereon shall be calculated by multiplying  the face
amount hereof by an accrued  interest  factor.  Such accrued  interest factor is
computed by adding the interest factor  calculated for each day from the date of
issue,  or from the last day to which  interest  has been paid or duly  provided
for,  to the  date for  which  accrued  interest  is  being  calculated.  Unless
otherwise  specified on the face hereof,  the interest  factor for each such day
will be computed by dividing the interest rate applicable to such day by 360, if
the  Interest  Rate  Basis  specified  on the face  hereof  is the CD Rate,  the
Commercial  Paper Rate,  the Eleventh  District Cost of Funds Rate,  the Federal
Funds Rate,  LIBOR,  the Prime Rate or the CMT Rate,  or by the actual number of
days in the year if the Interest Rate Basis  specified on the face hereof is the
Treasury Rate. If the Interest Rate Basis  specified on the face hereof is LIBOR
and the currency specified on the

                                       14
<PAGE>


face hereof is Euro, the face of this Note may indicate that the interest factor
for each such day will be computed by dividing the rate  applicable  to such day
by the actual number of days in the year.

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

          In the case where the Maturity  Date (or any  redemption  or repayment
date) does not fall on a Business Day, payment of premium,  if any, or principal
otherwise payable on such date need not be made on such date, but may be made on
the next  succeeding  Business  Day with the same force and effect as if made on
the Maturity Date (or any redemption or repayment  date),  and no interest shall
accrue for the period from and after the  Maturity  Date (or any  redemption  or
repayment date) to such next succeeding Business Day.

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

          This Note,  and any Note or Notes  issued  upon  transfer  or exchange
hereof,  is  issuable  only  in  fully  registered  form,  without  coupons,  in
denominations  of 1,000 units of the  Specified  Currency  indicated on the face
hereof or any  integral  multiple of 1,000 units of such  Specified  Currency in
excess thereof, unless otherwise indicated on the face hereof.

          JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)
has been appointed registrar for the Notes (the "Registrar", which term includes
any  successor  registrar  appointed by the  Company),  and the  Registrar  will
maintain at its office in The City of New York a register  for the  registration
and transfer of Notes.  [In addition,  the Company has appointed  JPMorgan Chase
Bank,  N.A.  at its offices  located at Trinity  Tower,  9 Thomas  More  Street,
London,  E1W 1YT, United  Kingdom,  as a paying agent and transfer agent for the
Notes.](8) This Note may be transferred at the aforesaid office of the Registrar
or  other transfer agent by surrendering this Note for cancellation, accompanied
by a written  instrument  of transfer in form approved by the Registrar and duly
executed by the registered  holder hereof in person or by the holder's  attorney
duly authorized in writing, and thereupon the Registrar  or other transfer agent
shall issue in the name of the transferee or transferees, in exchange herefor, a
new Note or Notes having  identical  terms and provisions for an equal aggregate
principal  amount  in  authorized  denominations,   subject  to  the  terms  and
conditions set forth herein;  PROVIDED,  HOWEVER, that the Registrar will not be
required to register  the  transfer of or exchange any Note that has been called
for  redemption  in whole or in part,  or as to which  the  holder  thereof  has
elected  to cause  such  Note to be  repaid  in whole  or in  part,  except  the
unredeemed  or unpaid  portion of Notes being  redeemed or repaid in part, or to
register the  transfer of or exchange  Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes.  Notes are
exchangeable at said office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and provisions. All such
exchanges  and  transfers  of Notes will be free of charge,  but the Company may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge in connection  therewith.  All Notes  surrendered  for exchange  shall be
accompanied  by a  written  instrument  of  transfer  in  form  approved  by the
Registrar  and  executed by the  registered  holder in person or by the holder's
attorney  duly  authorized  in  writing.  The date of  registration  of any Note
delivered  upon any  exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

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

----------
(8)  Include if Note is to be listed on the London Stock Exchange.

                                       15
<PAGE>


with  procuring  such  indemnity and with the  preparation,  authentication  and
delivery  of a new  Note  shall be  borne  by the  owner of the Note  mutilated,
defaced, destroyed, lost or stolen.

          The Indenture  provides that if an Event of Default (as defined in the
Indenture)  with  respect  to any  series of debt  securities  issued  under the
Indenture,  including the series of Global Medium-Term Notes, Series A, of which
this Note  forms a part,  shall  have  occurred  and be  continuing,  either the
Trustee  or the  holders  of not less than 25% in  principal  amount of the debt
securities of such series then  outstanding  under the  Indenture,  by notice in
writing to the Company (and to the Trustee if given by  securityholders  of such
series),  may declare the  principal of all debt  securities  of such series and
interest  accrued  thereon to be due and payable  immediately,  but upon certain
conditions  such  declarations  may be annulled and past  defaults may be waived
(except a  continuing  default in payment of principal  (or premium,  if any) or
interest on such debt  securities)  by the  holders of a majority  in  principal
amount of the debt securities of such series then outstanding.

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

          The Indenture  permits the Company,  when  authorized by resolution of
the Board of Directors,  and the Trustee, with the consent of the holders of not
less than 66 2/3% in  aggregate  principal  amount  of the notes of each  series
(each series voting as a class) affected by such  supplemental  indenture at the
time outstanding,  including the series of Global Medium-Term Series A, of which
this Note forms a part,  to enter into an indenture or  indentures  supplemental
hereto for the purpose of adding any  provisions to or changing in any manner or
eliminating  any  of the  provisions  of the  Indenture  or of any  supplemental
indenture  or of  modifying in any manner the rights of the holders of the notes
of each  such  series  or the  coupons  appertaining  to such  notes;  PROVIDED,
HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity
of any note,  or reduce the rate or extend the time of payment of  interest,  if
any, thereon,  or reduce the principal amount or premium,  if any,  thereof,  or
make the  principal  thereof or premium,  if any, or interest,  if any,  thereon
payable in any coin or currency  other than that provided in any note, or reduce
the amount of the principal of an Original Issue Discount note that would be due
and payable upon an acceleration of the maturity thereof or adversely affect the
right of repayment,  if any, at the option of the holder  without the consent of
the holder of each note so affected,  or (ii) reduce the aforesaid percentage of
notes of any series,  the  holders of which are  required to consent to any such
supplemental  indenture,  without  the  consent  of the  holder  of each note so
affected.  A supplemental  indenture which changes or eliminates any covenant or
other  provision of the Indenture  which has expressly been included  solely for
the benefit of one or more  particular  series of notes,  or which  modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other  provision,  shall be deemed not to
affect  the  rights  under the  Indenture  of the  holders of notes of any other
series or of coupons appertaining to such notes.

          Except as set forth below, if the principal of, or premium, if any, or
interest,  if any,  on this Note is payable in a Specified  Currency  other than
U.S.  dollars and such  Specified  Currency is not  available to the Company for
making  payments  thereof due to the  imposition  of exchange  controls or other
circumstances  beyond  the  control of the  Company or is no longer  used by the
government  of the country  issuing,  or authority  sponsoring,  such  Specified
Currency or for the settlement of transactions by public institutions within the
international  banking  community,  then the Company will be entitled to satisfy
its  obligations  to the  holder of this Note by making  such  payments  in U.S.
dollars on the basis of the most  recently  available  market  exchange rate for
such Specified Currency, as determined by the Exchange Rate Agent on the date of
such  payment,  or if such rate is not  available  on such date,  as of the most
recent  practicable date. If a Specified  Currency is unavailable solely because
the country of issue has replaced its currency  with Euro  pursuant to the entry
of such  country into the European  Economic  and  Monetary  Union,  the amounts
payable will, beginning with the date the replacement becomes effective, be made
in Euro in conformity with legally applicable measures adopted with reference to
such country's entry into the European  Economic and Monetary Union. Any payment
made under such

                                       16
<PAGE>


circumstances  in U.S.  dollars or Euro,  as the case may be, where the required
payment is in a Specified  Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.

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

          So long as this Note shall be  outstanding,  the Company will cause to
be  maintained  an office or agency  for the  payment  of the  principal  of and
premium,  if any, and interest on this Note as herein provided in the Borough of
Manhattan,  The City of New York,  [and  in  London] (9) and an office or agency
in said Borough of Manhattan [and in London](10) for the registration,  transfer
and exchange as aforesaid of the Notes. The Company may designate other agencies
for the payment of said principal,  premium,  if any, and interest at such place
or places  (subject  to  applicable  laws and  regulations)  as the  Company may
decide.  So long as there shall be any such agency,  the Company  shall keep the
Trustee  advised  of the names and  locations  of such  agencies,  if any are so
designated.

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

          No  provision of this Note or of the  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 time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
otherwise agreed between the Company and the registered holder of this Note.

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

                    [For so long as this  Note is  listed  on the  London  Stock
Exchange and the rules of the London Stock  Exchange so require,  all notices to
the  holder  hereof  shall also be  published  in the  FINANCIAL  TIMES or other
English language daily newspaper of general circulation in London.](10)

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

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

          As used herein:

          (a)  the  term  "AMORTIZED  AMOUNT"  is equal  to the  original  issue
discount  amortized  from the Original  Issue Date to the date of  redemption or
declaration,  as the case may be, which  amortization  shall be calculated

----------
(9)  Include if Note is to be listed on the London Stock Exchange.

(10) Include if Note is to be listed on the London Stock Exchange.

                                       17
<PAGE>


using the "constant  yield method"  (computed in accordance with the rules under
the Internal Revenue Code of 1986, as amended,  and the regulations  thereunder,
in effect on the date of redemption or declaration, as the case may be);

          (b)  the term  "BUSINESS  DAY" means 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 or in the  place of  payment;  provided,  however,  that,  with
respect to Notes  denominated in a Specified  Currency other than U.S.  dollars,
such day is also not a day on which  commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
of the country issuing the Specified  Currency (or, if the Specified Currency is
Euro,  such day is also a day on which the  Trans-European  Automated  Real-Time
Gross Settlement Express Transfer (TARGET) System is open);  provided,  further,
that,  with respect to LIBOR notes (other than those  denominated  in Euro) such
day is also a London Business Day;

          (c)  the term "LONDON  BUSINESS  DAY" means a day on which  commercial
banks  are  open  for  business  (including  dealings  in the  Designated  LIBOR
Currency) in London.

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

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

                                       18
<PAGE>


ABBREVIATIONS

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

          TEN COM-as tenants in common
          TEN ENT-as tenants in the entireties
          JT TEN-as joint tenants with right of
             ownership and not as tenants in common
          UNIF GIFT MIN ACT-      Custodian
               (Cust)          -------------------------------------------------
                                                     (Minor)
          Under Uniform Gifts to Minors Act
                                           -------------------------------------
                                                    (State)

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

                                   ----------

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

[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]

----------------------------:
----------------------------:

--------------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]

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

--------------------------------------------------------------------------------
attorney to transfer  such Note on the books of the Company,  with full power of
substitution in the

--------------------------------------------------------------------------------
premises.

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

NOTICE:        The signature to this assignment must correspond with the name as
          written upon the face of the within Note in every  particular  without
          alteration or enlargement or any change whatsoever.

                                       19
<PAGE>


                            OPTION TO ELECT REPAYMENT

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

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

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

Date:
     ---------------------

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

                                       20
<PAGE>


                                                                      SCHEDULE I

     The  initial   principal  amount  (or  Face  Amount,  if  the  Note  has  a
dual-currency or index feature) of this Global Note is U.S.$_______ . Changes in
principal (or Face Amount,  if the Note has a dual-currency or index feature) of
this Global Note are set forth below:

                 PRINCIPAL AMOUNT BY      PRINCIPAL AMOUNT BY
               WHICH THIS GLOBAL NOTE   WHICH THIS GLOBAL NOTE
     DATE        IS TO BE DECREASED       IS TO BE INCREASED      NEW BALANCE
--------------------------------------------------------------------------------



                                       I