Exhibit 4(q)


                 [FORM OF FACE OF SERIES A GLOBAL MTN FIXED RATE
                      INTERNATIONAL GLOBAL REGISTERED NOTE]


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

                             REGISTERED REGISTERED
REGISTERED                                                            REGISTERED
NO. USFXR                                                    [              ](1)
CUSIP: ____________                                          [              ](2)
ISIN: _____________
COMMON CODE: ______

     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 Common Depositary to a nominee of the Common Depositary
or by a nominee of the Common  Depositary  to the Common  Depositary  or another
nominee of the Common Depositary or by the Common Depositary or any such nominee
to a  successor  Common  Depositary  or  a  nominee  of  such  successor  Common
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 DATE:        INITIAL REDEMPTION DATE:     APPLICABILITY OF
                                                         MODIFIED PAYMENT UPON
                                                         ACCELERATION OR
                                                         REDEMPTION:

MATURITY DATE:              INITIAL REDEMPTION           If yes, state Issue
                            PERCENTAGE:                  Price:

INTEREST RATE:              OPTION ELECTION DATES:(3)    APPLICABILITY OF ANNUAL
                                                         REDEMPTION PERCENTAGE
                                                         INCREASE:

INTEREST PAYMENT DATE(S):   DESIGNATED EXCHANGE          If yes, state each
                            RATE:(3)                     redemption date and
                                                         redemption price:

SPECIFIED (FACE AMOUNT),    AMOUNT OF OID:               ISSUE PRICE:
CURRENCY:(3)(4)

INDEXED CURRENCY:(4)        INTEREST PAYMENT PERIOD:

CURRENCY BASE RATE:(4)      APPLICABILITY OF ANNUAL      YIELD TO MATURITY:
                            REDEMPTION PERCENTAGE
                            REDUCTION:

OPTIONAL REPAYMENT DATES:   If yes, state Annual         DAY COUNT CONVENTION
                            Percentage Reduction:        [_] 30/360
                                                         [_] Actual/360
                                                         [_] Actual/365
                                                         [_] Actual/Actual

INTEREST ACCRUAL DATE:      NOTES ALSO REPRESENTED
                            BY DTC GLOBAL NOTE:

                            NOTE:  [_] Yes(5)  [_] No

OPTIONAL PAYMENT
CURRENCY:(3)

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 on 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 at the Interest
Rate per annum  specified  above from the Original  Issue Date  specified  above
until the principal hereof is paid or duly made available for payment (except as
provided below),  in arrears monthly,  quarterly,  semiannually,  or annually as
specified above as the Interest Payment Period on each Interest Payment Date (as
specified  above),   commencing  with  the  first  Interest  Payment  Date  next
succeeding the Original Issue Date specified above, and on the Maturity Date (or
any

----------
(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 (a
     "DTC Global Note")  registered in the name of a nominee for The  Depository
     Trust Company.

                                        2
<PAGE>


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.

     [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  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 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.

                                       3
<PAGE>


     If the Specified  Currency  indicated on the face hereof is other than U.S.
dollars,  then,  except as provided on the  reverse  hereof,  any payment of the
principal of and premium, if any, and interest on this Note will be made in such
Specified Currency by a check drawn on a bank in London or a city in the country
issuing such Specified Currency. A holder of U.S.$1,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date will be entitled
to receive  payments of principal  of and premium,  if any, and interest on this
Note by wire transfer of immediately  available funds in such Specified Currency
if appropriate  wire transfer  instructions in writing have been received by the
Paying Agent, in the case of interest payments, prior to the Record Date for the
applicable  Interest  Payment Date, and in the case of payments of principal and
any premium, not less than 15 calendar days prior to the Maturity Date.

     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.

                                       4
<PAGE>


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

DATED:
                                        GENERAL ELECTRIC CAPITAL
                                         CORPORATION


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

Attest:


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

                                       5
<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
supplemented  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 as  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. has been appointed Exchange Rate Agent
(the "Exchange  Rate Agent",  which terms include any successor or 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 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  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

                                       6
<PAGE>


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.

     Interest  payments  on this  Note  will  include  interest  accrued  to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be. Unless  otherwise  indicated on the face
of this Note,  interest  payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months.

     In the case where the Interest  Payment  Date or the Maturity  Date (or any
redemption  or  repayment  date)  does not fall on a  Business  Day,  payment of
interest,  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  Interest  Payment  Date or on the
Maturity  Date (or any  redemption  or repayment  date),  and no interest  shall
accrue for the period from and after the  Interest  Payment Date or 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 thereof.

     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, EW1
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
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.

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

                                       7
<PAGE>


     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 security  holders 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 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.

                                       8
<PAGE>


     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 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

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

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

                                       9
<PAGE>


(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);

     (c)  the term  "PRINCIPAL  FINANCIAL  CENTER" means (i) the capital city of
the country  issuing the currency in which the Notes are  denominated  that with
respect to the following currencies, the "Principal Financial Center" will be as
indicated below:

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

              United States dollars     The City of New York

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

              Canadian dollars          Toronto

              South African and         Johannesburg

              Swiss francs              Zurich

     (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.

                                       10
<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.

                                       11
<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.

                                       12
<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
--------------------------------------------------------------------------------


                                       13