Exhibit 4.2


 


FLOATING RATE GLOBAL MEDIUM-TERM NOTE, SERIES B-TMCC CoreNotes®


 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


 


	
  REGISTERED

  	
   

  	
  PRINCIPAL OR
  FACE AMOUNT

  
	
  CUSIP No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  
						



 


TOYOTA MOTOR CREDIT CORPORATION


MEDIUM-TERM NOTE, SERIES B-TMCC CoreNotes®


(Floating Rate)


 


*** [ 
] CHECK IF A PRINCIPAL INDEXED NOTE ***


IF CHECKED, CALCULATION AGENT:              


 


If
this is a Principal Indexed Note, references herein to “principal” shall be
deemed to be the face amount hereof, except that the amount payable upon
Maturity of this Note shall be determined in accordance with the formula or
formulas set forth below or in an attached Addendum hereto.


 


Original
Issue Date:


Stated
Maturity Date:


 


Initial
Interest Rate:  %


Interest
Payment Period:


Interest
Payment Dates:


 


Calculation
Agent:


 


Interest
Calculation:


o Regular Floating Rate Note


o Inverse Floating Rate Note:


Fixed Interest Rate:


o Floating Rate/Fixed Rate Note:


Fixed Interest Rate:


Fixed Rate Commencement Date:


 

















 


o Other Floating Rate Note


(See attached)


 


Interest
Rate Basis:


o CMS Rate


o CMT Rate


o Commercial Paper Rate


o Eleventh District Cost of Funds Rate


o Federal Funds Rate


o LIBOR Reuters/Page:


o LIBOR Telerate/Page:


o Prime Rate


o Treasury Rate


o Other (see attached)


 


If
CMT:


Designated
CMT Maturity Index:


__ Year(s)


Designated
CMT Telerate Page:


o 7051


o 7052


 


If
7052:


o Week


o Month


 


Spread
(+/-):


Spread
Multiplier:


Index
Maturity:


Index
Currency:


Maximum
Interest Rate:


Minimum
Interest Rate:


 


Initial
Interest Reset Date:


Interest
Reset Period:


Interest
Reset Dates:


Interest
Determination Date:


 


Day
Count Convention:


o 
30/360


o 
Actual/360


o 
Actual/Actual


 


Business
Day Convention


o Following


o Modified Following


 


2

















 


Redemption:


Redemption
Date(s):


Notice
of Redemption:


 


Repayment:


Optional
Repayment Date(s):


Repayment
Price:


Survivor’s
Option:


o Yes


o No


 


Original
Issue Discount:


Total
Amount of OID:


Yield
to Maturity:


Initial
Accrual Period:


 


Specified
Currency:


Minimum
Denominations:


Form of
Note:


 


o Book-entry only


o Certificated


 


Addendum
Attached:


o Yes


o No


 


Other
Provisions:


 


3

















 


TOYOTA MOTOR CREDIT CORPORATION, a California
corporation (“Issuer” or the “Company,” which terms include any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of


 


DOLLARS or if this is a Principal Indexed Note, the
principal amount as determined in accordance with the terms set forth under “Other
Provisions” above and/or in an Addendum attached hereto, on the Stated Maturity
Date specified above (except to the extent redeemed or repaid prior to the
Stated Maturity Date), and to pay interest on the principal or face amount
hereof as set forth above, at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above and
thereafter at a rate per annum determined in accordance with the provisions
hereof and any Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until the principal
hereof is paid or duly made available for payment. Reference herein to “this
Note,” “hereof,” “herein,” “as specified above” and comparable terms shall
include an Addendum hereto if an Addendum is specified above.


 


The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above under “Interest
Payment Period,” on each Interest Payment Date specified above, commencing on
the first Interest Payment Date specified above next succeeding the Original
Issue Date specified above, and on the Stated Maturity Date or any Redemption
Date, Optional Repayment Date or the repayment date for the Survivor’s Option
(if specified as so repayable at the option of the Holder on the face hereof or
in an attached Addendum) (the date of each such Stated Maturity Date,
Redemption Date, Optional Repayment Date, the repayment date for the Survivor’s
Option and the date on which principal or an installment of principal is due
and payable by declaration of acceleration or otherwise pursuant to the Indenture
being referred to hereinafter as a “Maturity” with respect to principal payable
on such date); provided, however, that if the Original Issue Date
is between a Regular 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; and provided  further,
unless specified otherwise in an Addendum attached hereto, that if “Following”
is specified above under Business Day Convention, if an Interest Payment Date
(other than an Interest Payment Date at Maturity) would fall on a day that is
not a Business Day (as defined below), such Interest Payment Date shall be the
following day that is a Business Day (the “Following Business Day Convention”),
and if “Modified Following” is specified above under Business Day Convention, if
an Interest Payment Date (other than an Interest Payment Date at Maturity)
would fall on a day that is not a Business Day (as defined below), such
Interest Payment Date shall be the following day that is a Business Day unless such
next Business Day falls in the next calendar month, in which case such Interest
Payment Date shall be the next preceding day that is a Business Day (the “Modified
Following Business Day Convention”). Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the “Regular Record Date” shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available
for payment. If the Maturity falls on a day which is not a Business Day as
defined below, the payment of principal, premium, if any, or interest due on
such Maturity will be paid on the next succeeding Business Day with


 


4

















 


the same force and effect as if made on such Maturity
and no interest shall accrue with respect to such payment for the period from
and after such Maturity. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date; provided, that payment of interest due
at maturity will be made to the person to whom payment of the principal of this
Note will be made. Any such interest which is payable, but not punctually paid
or duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.


 


Unless otherwise specified under Specified Currency above
and/or in an Addendum attached hereto, this Note will be denominated in U.S.
dollars and payments of principal, premium and interest, if any, on this Note will
be made in U.S. dollars or in such coin or currency of the United States as at
the time of payment is legal tender for payments of public and private debts. If
this Note is not denominated in U.S. dollars or if payments of principal,
premium and interest, if any, on this Note will be made in or by reference to a
currency or in amounts determined by reference to one or more currencies other
than that in which this Note is denominated, any other applicable provisions
will be included in an Addendum attached hereto. However, unless otherwise
specified in an Addendum attached hereto, if such currency is unavailable to
the Company due to the imposition of exchange controls or other circumstances
beyond its control or is no longer used by the relevant government or for the
settlement of transactions by public institutions of or within the
international banking community, then all payments in respect of this Note will
be made in U.S. dollars until such currency is again available to the Company
or so used. If the Company cannot make payment in the Specified Currency indicated
above solely because that currency has been replaced by the euro, then,
beginning with the date the replacement becomes effective, the Company will be
able to satisfy its obligations under this Note by making payment in euro or
such other currency. The amounts payable on any date in such currency will be
converted into euro or such other currency on the basis of the most recently
available market exchange rate for such currency or as otherwise indicated in an
Addendum attached hereto.


 


Payment of the principal of, premium, if any, and
interest on this Note will be made at the Office or Agency of the Company
maintained by the Company for such purpose; provided, however,
that at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register; and provided, further,
that at the option of the Company, the Holder of this Note may be entitled
to receive payments of principal of, premium, if any, and interest on this Note
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Trustee not less than 15 days prior to
the applicable payment date.


 


Unless the certificate of authentication hereon has
been executed by or on behalf of JPMorgan Chase Bank, N.A., the Trustee for
this Note under the Indenture, or its successor


 


5

















 


thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.


 


This Note is one of a duly authorized series of
Securities (hereinafter called the “Securities”) of the Company designated as its
Medium-Term Notes, Series B-TMCC CoreNotes® (the “Notes”). The Notes are
issued and to be issued under an Indenture dated as of August 1, 1991 as
amended and supplemented by the First Supplemental Indenture dated as of October 1,
1991, and the Second Supplemental Indenture dated as of March 31, 2004
(herein called the “Indenture”) between the Company, JPMorgan Chase Bank, N.A.
(as successor to The Chase Manhattan Bank, N.A.) and Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee (as
defined below) and the Holders of the Notes and the terms upon which the Notes
are to be authenticated and delivered. JPMorgan Chase Bank, N.A. shall act as
Trustee with respect to the Notes (herein called the “Trustee,” which term
includes any successor Trustee with respect to the Notes under the Indenture). The
terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.


 


Except as otherwise provided in the Indenture, the
Notes will be issued in global form only registered in the name of The
Depository Trust Company (“DTC”) or its nominee. The Notes will not be issued
in definitive form, except as otherwise provided in the Indenture, and
ownership of the Notes shall be maintained in book entry form by DTC for
the accounts of participating organizations of DTC (“DTC Participants”).


 


This Note is not subject to any sinking fund and,
unless otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the Stated Maturity
Date.


 


If no Redemption Date is set forth above, this Note may not
be redeemed prior to the Stated Maturity Date. If so provided above, this Note may be
redeemed by the Company on any Redemption Date specified above in whole or part in
increments of $1,000 (unless specified otherwise in an Addendum attached hereto,
and provided that any remaining principal hereof shall be at least $1,000) at
the option of the Company at the applicable Redemption Price (as defined below)
together with accrued interest hereon at the applicable rate payable to the applicable
Redemption Date upon written Notice of Redemption specified above or such other
notice specified in an Addendum attached hereto. 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 hereof upon the surrender hereof.


 


Unless otherwise specified in an Addendum attached
hereto, the “Redemption Price” shall be 100% of the principal amount of this
Note.


 


Unless otherwise specified in an Addendum attached
hereto, this Note is not subject to repayment at the option of the Holder other
than pursuant to the Survivor’s Option (as defined below). If this Note shall
be repayable at the option of the Holder as specified in an attached Addendum
hereto, unless otherwise specified in such Addendum, on any Optional Repayment


 


6

















 


Date, this Note shall be repayable in whole or in part in
increments of $1,000 (unless specified otherwise in an Addendum attached
hereto, and provided that any remaining principal hereof shall be at least
$1,000) at the option of the Holder hereof at a repayment price equal to 100%
of the principal amount to be repaid, together with interest thereon payable to
the date of repayment. If specified as repayable at the option of the Holder in
such Addendum, for this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the form entitled
“Option to Elect Repayment” attached hereto as Annex A, duly completed, by the
Trustee at its Corporate Trust Office, or such address which the Company shall
from time to time notify the Holders of the Notes, not more than 60 nor less
than 30 days prior to the related Optional Repayment Date or such other time as
is specified in an Addendum attached hereto. Exercise of such repayment option
by the Holder hereof shall be irrevocable.


 


If specified on the face of this Note, the estate of
the deceased beneficial owner of this Note will be eligible to request the repurchase
of this Note, in whole or in part, prior to maturity for a principal amount of
at least $1,000 (provided that any remaining principal hereof shall be at least
$1,000) (the “Survivor’s Option”). No Survivor’s Option may be exercised
unless the Original Issue Date specified above was at least one year prior to
the beneficial owner’s exercise of the Survivor’s Option.


 


If a Survivor’s Option is exercised, the Company shall
repay this Note if properly tendered for repayment by or on behalf of the
person that has apparent authority to act on behalf of the deceased owner of
this Note under the laws of the appropriate jurisdiction at a price equal to
100% of the unpaid principal amount of the beneficial interest to be repaid, together
with unpaid interest accrued thereon to the date of repayment, subject to the
Annual Put Limitation and the Individual Put Limitation described below.


 


The Company has the discretionary right to limit the
aggregate principal amount of Notes subject to a Survivor’s Option that may be
exercised by all Holders of the Notes in any calendar year (the “Annual Put
Limitation”), to an amount equal to the greater of (i) $1,000,000 or (ii) 1%
of the principal amount of the Notes outstanding as of the end of the most
recent calendar year. The Company also has the discretionary right to limit the
aggregate principal amount of the Notes subject to a Survivor’s Option that may be
exercised in any calendar year on behalf of any individual deceased owner of a
beneficial interest in the Notes to $200,000 (the “Individual Put Limitation”).


 


An otherwise valid election to exercise the Survivor’s
Option may not be withdrawn, unless the Company does not accept the election
during a calendar year as a result of the Annual Put Limitation or the
Individual Put Limitation and, after such exercise, this Note may not be
transferred prior to repayment by the Company. Each valid election to exercise
a Survivor’s Option will be considered for acceptance in the order received by
the Trustee for purpose of the Annual Put Limitation or the Individual Put
Limitation. If all or part of this Note is accepted for repayment pursuant
to exercise of the Survivor’s Option the date of repayment will be no later
than the first Interest Payment Date that occurs 20 or more calendar days after
the date of the acceptance. Any part of this Note submitted for repayment
that is not accepted in any calendar year due to the application of the Annual
Put Limitation or the Individual Put Limitation will be deemed to be tendered
on the first day of the following calendar year in the order in which all such
Notes were originally tendered. If any part of this Note is submitted for
repayment pursuant to a valid


 


7

















 


election of the Survivor’s Option and is not accepted
due to such limitations, the Trustee will deliver a written notice by first-class mail
to the applicable DTC Participant that states the reason that it has not been
accepted for repayment.


 


To obtain repayment pursuant to the exercise of the
Survivor’s Option for this Note, the deceased owner’s authorized person must
provide the following items to the DTC Participant through which the related
beneficial interest is owned: (i) a written instruction to such DTC
Participant to notify DTC of the authorized person’s desire to obtain repayment
pursuant to exercise of the Survivor’s Option; (ii) appropriate evidence
that (a) the deceased was the owner of a beneficial interest in this Note
at the time of death, (b) the death of the owner has occurred and (c) the
requesting person has authority to act on behalf of the deceased owner; (iii) if
the beneficial interest in this Note is held by a nominee of the deceased
owner, a certificate from the nominee attesting to the deceased owner’s
ownership of a beneficial interest in this Note; (iv) a written request
for repayment signed by the authorized person for the deceased owner with a
Medallion Guarantee Stamp attached; (v) if applicable, a properly executed
assignment or endorsement; (vi) tax waivers and any other instruments or
documents reasonably required in order to establish the validity of the
ownership of the beneficial interest in this Note and the claimant’s
entitlement to payment; and (vii) any additional information to document
the ownership or authority to exercise the Survivor’s Option and to cause the
repayment of this Note.


 


In addition, the applicable DTC Participant must
deliver each of these items to the Trustee, together with the Repayment
Election Form attached hereto as Annex B and evidence satisfactory to
the Trustee from the DTC Participant stating that it represents the deceased
owner of the beneficial interest in this Note.


 


All questions regarding the eligibility or validity of
any exercise of the Survivor’s Option will be determined by the Company, in its
sole discretion, which determination will be final and binding on all parties.


 


The death of a person owning this Note in joint
tenancy with another or others will be deemed the death of the owner of this
Note, and the entire principal amount of this Note so owned will be eligible
for repayment as described above.


 


The death of a person owning this Note by tenancy in
common will be deemed the death of an owner of this Note only with respect to
the deceased owner’s interest in this Note. However, if this Note is held by
husband and wife as tenants in common, the death of either spouse will be
deemed the death of the owner of this Note, and the entire principal amount of
this Note so owned will be eligible for repayment as described above.


 


If this Note is beneficially owned by a trust, it will
be regarded as beneficially owned by each beneficiary of the trust to the
extent of that beneficiary’s interest in the trust. The death of a beneficiary
of a trust will be deemed the death of the beneficial owner of this Note
beneficially owned by the trust to the extent of that beneficiary’s interest in
the trust. The death of an individual who was a tenant by the entirety or joint
tenant in a tenancy which is the beneficiary of a trust will be deemed the
death of the beneficiary of the trust. The death of an individual who


 


8

















 


was a tenant in common in a tenancy which is the
beneficiary of a trust will be deemed the death of the beneficiary of the trust
only with respect to the deceased holder’s beneficial interest in this Note,
unless a husband and wife are the tenants in common, in which case the death of
either will be deemed the death of the beneficiary of the trust.


 


The death of a person who, during his or her lifetime,
was entitled to substantially all of the beneficial interests of ownership of
this Note will be deemed the death of the owner of this Note if the beneficial
interest can be established to the satisfaction of the Trustee. The beneficial
interest will be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Transfers or Gifts to Minors Acts, community
property or other joint ownership arrangements between a husband and wife and
custodial and trust arrangements where one person has substantially all of the
beneficial interests of ownership in this Note during his or her lifetime.


 


The applicable DTC Participant will be responsible for
disbursing payments received from the Trustee to the authorized person for the
deceased owner.


 


Payments on this Note in connection with the exercise of the Survivor’s
Option may be made to any person who submits the Repayment Election Form and
related supporting documentation that appears on its face to be correct. The
Company and the Trustee each disclaim any liability arising in connection with
such payments, including without limitation liability relating to the
submission of fraudulent documentation.


 


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


 


1.                                       If
this Note is designated as a Regular Floating Rate Note above, then, except as
described below, this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis shown above (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 above. 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 above; provided, however, that 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.


 


2.                                       If
this Note is designated as a Floating Rate/Fixed Rate Note above, then, except
as described below, this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis shown above (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 above. 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 above; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate; and (ii) unless
specified above, the interest rate in effect commencing on, and including, the
Fixed Rate Commencement Date to the Maturity shall be the Fixed Interest Rate,
if such a rate is specified above, or if no such Fixed


 


9

















 


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 above, then, except as
described below, this Note will bear interest equal to the Fixed Interest Rate
indicated above minus the rate determined by reference to the applicable
Interest Rate Basis shown above (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 above; provided, however,
that the interest rate hereon will not be less than zero percent. 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 above; provided,
however, that the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.


 


4.                                       Notwithstanding
the foregoing, if this Note is designated above as having an Addendum attached,
the Note shall bear interest in accordance with the terms described in such
Addendum. If interest on this Note is to be calculated in accordance with the
terms of an attached Addendum, unless otherwise specified in such Addendum,
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 above; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.


 


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 applicable 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 most recent Interest
Reset Date. Each Interest Rate Basis shall be the rate determined in accordance
with the applicable provision below.


 


Unless specified otherwise in an Addendum attached
hereto, if “Following” is specified above under Business Day Convention, if any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall follow the Following Business Day
Convention, and if “Modified Following” is specified above under Business Day
Convention, if any Interest Reset Date (which term includes the term Initial
Interest Reset Date unless the context otherwise requires) would otherwise be a
day that is not a Business Day, such Interest Reset Date shall follow the
Modified Following Business Day Convention.


 


Unless otherwise specified above, interest payable on
this Note on any Interest Payment Date shall be the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid or made available for payment (or from and including the
Original Issue Date specified above, if no interest has been paid or made
available for payment), to but excluding the related Interest Payment Date; provided,
however, that the interest payments on Maturity will include interest
accrued to but excluding such Maturity.


 


10

















 


Unless specified otherwise in an Addendum attached
hereto, this Note will accrue interest on an “Actual/360” basis, an “Actual/Actual”
basis, or a “30/360” basis, in each case from the period from the Original Issue
Date to the date of Maturity, unless specified otherwise in an Addendum
attached hereto. If this Note is calculated on an Actual/360 basis or an Actual/Actual
basis (as specified above), accrued interest for each Interest Calculation
Period, as defined below, will be calculated by multiplying:


 


(1)                                  the
face amount of this Note by


 


(2)                                  the
applicable interest rate and by


 


(3)                                  the
actual number of days in the related Interest Calculation Period


 


and dividing the resulting product by 360 or 365, as
applicable; or with respect to an Actual/Actual basis Note, if any portion of
the related Interest Calculation Period falls in a leap year, the product of (1) and
(2) above will be multiplied by the sum of:


 


•             the
actual number of days in that portion of the related Interest Calculation
Period falling in a leap year divided by 366, and


 


•             the
actual number of days in that portion of the related Interest Calculation
Period falling in a non-leap year divided by 365.


 


If this Note is calculated on a 30/360 basis (as
specified above), accrued interest for an Interest Calculation Period will be
computed on the basis of a 360-day year of twelve 30-day months, irrespective
of how many days are actually in such Interest Calculation Period. Unless
otherwise specified above and/or in an Addendum attached hereto, if this Note accrues
interest on a 30/360 basis, if any Interest Payment Date or the Maturity falls
on a day that is not a Business Day, the related payment of principal or
interest will be made on the next succeeding Business Day as if made on the
date such payment was due, and no interest will accrue on the amount payable
for the period from and after such Interest Payment Date or Maturity, as the
case may be.


 


As used herein, “Interest Calculation Period” means
with respect to any period, the period from and including the most recent
Interest Reset Date (or from and including the Original Issue Date in the case
of the first Interest Reset Date), to but excluding the next succeeding
Interest Reset Date for which accrued interest is being calculated. Unless
otherwise specified above, interest with respect to Notes for which the
interest rate is calculated with reference to two or more Interest Rate Bases
will be calculated in the same manner as if only one of the applicable Interest
Rate Bases applied.


 


Unless otherwise specified above and/or in an attached
Addendum hereto, the “Interest Reset Date” for Notes that reset as follows will
be: if daily, each Business Day; if weekly,
the Wednesday of each week, with the exception of weekly reset floating rate
notes as to which the Treasury Rate is an applicable Interest Rate Basis, which
will reset the Tuesday of each week; if monthly, the third Wednesday of each
month, with the exception of monthly reset floating rate notes as to which the
Eleventh District Cost of Funds Rate Notes is an applicable Interest Rate
Basis, which will reset on the first calendar day of the month; if quarterly,
the third Wednesday


 


11

















 


of March, June, September and
December of each year; if semiannually, the third Wednesday of the two
months specified above and/or in an attached Addendum hereto; and if annually, the third Wednesday of the
month specified above and/or in an attached Addendum hereto; provided, however, that, for
Floating Rate/Fixed Rate Notes, the interest rate will not reset after the
Fixed Rate Commencement Date.


 


Unless otherwise specified above, the “Interest
Determination Date” with respect to the CMS Rate, the CMT Rate, the Commercial
Paper Rate, and the Prime Rate will be the second Business Day preceding each
Interest Reset Date; the “Interest Determination Date” for the Federal Funds
Rate will be the first Business Day preceding each Interest Reset Date; the “Interest
Determination Date” with respect to LIBOR shall be the second London Banking
Day (as defined below) preceding each Interest Reset Date; the “Interest Determination
Date” with respect to the Eleventh District Cost of Funds Rate shall be the
last working day of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco publishes the Index (as
defined below); the “Interest Determination Date” with respect to the Treasury
Rate will be the day in the week in which the related Interest Reset Date falls
on which day Treasury Bills (as defined below) are normally auctioned (Treasury
Bills are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week preceding
the related Interest Reset Date, the related Interest Determination Date shall
be such preceding Friday. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases, the Interest Determination Date
pertaining to this Note will be the most recent Business Day which is at least
two Business Days prior to such Interest Reset Date on which each Interest Rate
Basis is determinable. Each Interest Rate Basis shall be determined and
compared on such date, and the applicable interest rate shall take effect on
the related Interest Reset Date.


 


Unless otherwise specified above, 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 date of Maturity, as the
case may be. All calculations on this Note shall be made by the
Calculation Agent specified above or such successor thereto as is duly
appointed by the Company.


 


Unless specified otherwise in the Addendum attached
hereto, all percentages resulting from any calculation on this Note will be
rounded to the nearest thousandth of a percentage point, with five one ten-thousandths
of a percentage point rounded upwards (e.g., 9.8765% (or .098765) would be
rounded to 9.876% (or .09876)), 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).


 


As used herein, “Business Day” means:


 


1.                           for
United States Dollar denominated Notes for which LIBOR is not an applicable
Interest Rate Basis:  any day other than
a Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are


 


12

















 


authorized
or required by law, regulation or executive order to close in The City of New
York (a “New York Business Day”);


 


2.                           for
United States Dollar denominated Notes for which LIBOR is an applicable
Interest Rate Basis:  a day that is both
(x) a day on which commercial banks are open for business, including dealings
in the designated Index Currency (as defined below), in London (a “London Banking
Day”) and (y) a New York Business Day;


 


3.                           for
non-United States Dollar denominated Notes (other than Notes denominated in
euro) for which LIBOR is not an applicable Interest Rate Basis:  a day that is both (x) a day other than a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency indicated above (a “Principal
Financial Center Business Day”) and (y) a New York Business Day;


 


4.                           for
non-United States Dollar denominated Notes (other than Notes denominated in
euro) for which LIBOR is an applicable Interest Rate Basis:  a day that is all of: (x) a Principal
Financial Center Business Day; (y) a New York Business Day; and (z) a London
Banking Day;


 


5.                           for
euro denominated Notes for which LIBOR is not an applicable Interest Rate
Basis:  a day that is both (x) a day on
which the Trans-European Automated Real-time Gross Settlement Express Transfer
(TARGET) System is open (a “TARGET Business Day”); and (y) a New York Business
Day; and


 


6.                           for
euro denominated Notes for which LIBOR is an applicable Interest Rate
Basis:  a day that is all of: (x) a
TARGET Business Day; (y) a New York Business Day; and (z) a London Banking Day.


 


“Principal Financial Center” means:


 


1.                           the
capital city of the country issuing the Specified Currency except that with
respect to United States dollars, Australian dollars, Canadian dollars, South
African rand and Swiss francs, the Principal Financial Center will be the City
of New York, Sydney, Toronto, Johannesburg and Zurich, respectively, or


 


2.                           the
capital city of the country to which the Index Currency relates, except that
with respect to United States dollars, Australian dollars, Canadian dollars, euro,
South African rand and Swiss francs, the Principal Financial Center will be the
City of New York, Sydney, Toronto, London, Johannesburg and Zurich,
respectively.


 


13

















 


“Index Currency” means the currency for which LIBOR
will be calculated as specified above. If no currency is specified, the Index
Currency will be U.S. dollars.


 


“Specified Currency” means the currency in which a
particular Note is denominated (or, if the currency is no longer legal tender
for the payment of public and private debts, any other currency of the relevant
country or entity which is then legal tender for the payment of such debts).


 


Determination of CMS Rate. If an
Interest Rate Basis for this Note is the CMS Rate, the CMS rate shall be
determined on the related Interest Determination Date (a “CMS Rate Interest
Determination Date”) for U.S. dollar swaps having the Index Maturity specified above
published by the Federal Reserve Statistical Release H.15 and which appears on
the Reuters Screen ISDAFIX1 Page (rounded to the nearest third decimal
place (one thousandth of a percentage point)) as of 11:00 A.M., New York
City time. If the rate referred to above is no longer displayed on the relevant
page, then the CMS Rate for the applicable CMS Rate Interest Determination Date
will be calculated by the Calculation Agent as a yield to maturity, based on
the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on the applicable CMS Rate Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers in the City of New York (each, a “Reference
Dealer”), which may include the Calculation Agent or its affiliates
selected by the Calculation Agent from five Reference Dealers selected by the Calculation
Agent after eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of equality, one
of the lowest) of the mid-market semi-annual swap rate, and, for this purpose,
the semi-annual swap rate means the mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal
to the Index Maturity specified above commencing on the Interest Reset Date and
in a principal amount that is representative for a single transaction in that
market at that time, with an acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on an Actual/360 day count basis, is
equivalent to USD-LIBOR-BBA with a designated maturity of the Interest
Calculation Period applicable to this Note. If three or four and not five of
the Reference Dealers are quoting as referred to in the preceding sentence,
then the CMS Rate for the applicable CMS Interest Determination Date will be
calculated by the Calculation Agent as the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotes will be
eliminated. If fewer than three Reference Dealers selected by the Calculation Agent
are quoting as mentioned in the preceding sentence, the CMS Rate will be the
rate in effect on the applicable CMS Interest Determination Date.


 


Determination of CMT Rate. If an
Interest Rate Basis for this Note is the CMT Rate, the CMT rate shall be
determined on the related Interest Determination Date (a “CMT Rate Interest
Determination Date”), as the rate displayed on the Designated CMT Telerate Page under
the caption “...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.,” under the column for the Designated
CMT Maturity Index for: (i) if the Designated CMT Telerate Page is
7051, the rate on such CMT Rate Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the weekly or monthly average,
as specified above, for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the related CMT Rate
Interest Determination Date occurs. If such


 


14

















 


rate is no longer displayed on the relevant page, or
if not displayed by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the applicable CMT Rate Interest
Determination Date will be the treasury constant maturity rate for the
Designated CMT Maturity Index as published in H.15 (519). If the rate referred
to in the preceding sentence is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for the applicable CMT Rate Interest Determination Date will be the
treasury constant maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index) for the
applicable CMT Rate Interest Determination Date with respect to the applicable
Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15 (519). If the rate referred to in the preceding sentence is not so
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for the applicable CMT Rate Interest Determination Date
will be calculated by the Calculation Agent as a yield to maturity, based on
the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on the applicable CMT Rate Interest Determination Date
reported, according to their written records, by three Reference Dealers, which
may include the Calculation Agent or its affiliates, selected by the
Calculation Agent from five such Reference Dealers selected by the Calculation
Agent after eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of equality, one
of the lowest) for the most recently issued direct noncallable fixed rate
obligations of the United States (“Treasury Note”) with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year and
in a principal amount that is representative for a single transaction in that
market at that time. If three or four and not five of the Reference Dealers are
quoting as referred to in the preceding sentence, then the CMT Rate for the
applicable CMT Rate Interest Determination Date will be calculated by the
Calculation Agent as the arithmetic mean of the bid prices obtained and neither
the highest nor lowest of the quotes will be eliminated. If the Calculation
Agent cannot obtain three such Treasury Note quotations as referred to in the
preceding sentence, the CMT Rate for the applicable CMT Interest Determination
Date will be calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on the applicable CMT Rate Interest
Determination Date of three Reference Dealers in the City of New York selected
by the Calculation Agent from five such Reference Dealers selected by the
Calculation Agent after eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in a principal amount that is representative for a single transaction
in that market at that time. If three or four and not five of such Reference
Dealers are quoting as described in the preceding sentence, then the CMT Rate
for the applicable CMT Rate Interest Determination Date will be calculated by
the Calculation Agent as the arithmetic mean of the bid prices obtained and
neither the highest nor lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers as selected as
aforesaid by the Calculation Agent are quoting as described above, the CMT Rate
will be the rate in effect on such CMT Rate Interest


 


15

















 


Determination Date. If two Treasury Notes with an
original maturity as described in the second preceding sentence, have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to maturity will
be used.


 


“Designated CMT Telerate Page” means the display on
the Reuters Telerate LLC or any successor service on the page designated
above or any other page as may replace such page on that service
for the purpose of displaying Treasury Constant Maturities as reported in H.15
(519).


 


“Designated CMT Maturity Index” means the original
period to maturity of the U.S. Treasury securities either 1, 2, 3, 5, 7, 10,
20, or 30 years specified above with respect to which the CMT Rate will be
calculated.


 


Determination of Commercial Paper Rate.
If an Interest Rate Basis for this Note is the Commercial Paper Rate, as
indicated above, the Commercial Paper Rate shall be determined on the
applicable Interest Determination Date (a “Commercial Paper Rate Interest
Determination Date”), as the Money Market Yield (as defined below) on such date
of the rate for commercial paper having the Index Maturity specified above as
published in H.15 (519) under the heading “Commercial Paper - Nonfinancial”. If
such rate is not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the Commercial Paper Rate will be the Money
Market Yield on the applicable Commercial Paper Interest Determination Date of
the rate for commercial paper having the Index Maturity specified above
published in H.15 Daily Update, or other recognized electronic source for the
purpose of displaying the applicable rate under the caption “Commercial Paper—Nonfinancial”.
If the rate in the preceding sentence is not published by 3:00 P.M., New
York City time, on the related Calculation Date in either H.15 (519) or H.15
Daily Update, then the Commercial Paper Rate for the applicable Commercial
Paper Rate Interest Determination Date shall be calculated by the Calculation
Agent as the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper
Rate Interest Determination Date of three leading dealers of United States
dollar commercial paper in the City of New York, which may include the
Calculation Agent and its affiliates, selected by the Calculation Agent for
commercial paper having the Index Maturity specified above placed for
industrial issuers whose bond rating is “Aa,” or the equivalent, from a
nationally recognized securities rating organization; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate determined on
the applicable Commercial Paper Rate Interest Determination Date shall be the
rate in effect on such Commercial Paper Rate Interest Determination Date.


 


“Money Market Yield” shall be a yield (expressed as a
percentage rounded upwards to the nearest one hundred-thousandth of a
percentage point) calculated in accordance with the following formula:


 


	
  Money Market Yield =

  	
   

  	
  D x 360

  	
   

  	
  x 100

  
	
   

  	
   

  	
  360-(D x M)

  	
   

  	
   

  



 


16

















 


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


 


Determination of 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 the applicable Interest Determination Date (an “Eleventh District
Cost of Funds Rate Interest Determination Date”), and shall be the rate equal
to the monthly weighted average cost of funds for the calendar month
immediately preceding the month in which the applicable Eleventh District Cost
of Funds Rate Interest Determination Date falls as set forth under the caption “11th
District” on the display on Reuters Telerate LLC or any successor service on page 7058
or any other page as may replace the specified page on that
service (“Telerate Page 7058”) as of 11:00 a.m., San Francisco time,
on such Eleventh District Cost of Funds Rate Interest Determination Date. If
such rate does not appear on Telerate Page 7058 on the applicable Eleventh
District Cost of Funds Rate Interest Determination Date, the Eleventh District
Cost of Funds Rate for such Eleventh District Cost of Funds Rate Interest
Determination Date will 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 Federal Home Loan Bank of San
Francisco as the cost of funds for the calendar month immediately preceding for
the applicable Eleventh District Cost of Funds Rate Interest Determination
Date; if the Federal Home Loan Bank of San Francisco fails to announce the
Index on or before the applicable Eleventh District Cost of Funds Rate Interest
Determination Date for the calendar month immediately preceding such applicable
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Eleventh District Cost of Funds
Rate Interest Determination Date will be the Eleventh District Cost of Funds
Rate in effect on such Eleventh District Cost of Funds Rate Interest
Determination Date.


 


Determination of Federal Funds Rate.
If an Interest Rate Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined on the applicable Interest
Determination Date (a “Federal Funds Rate Interest Determination Date”), as the
rate with respect to such Federal Funds Rate Interest Determination Date for
United States dollar federal funds as published in H.15 (519) under the heading
“Federal Funds (Effective)” as displayed on Reuters Telerate LLC or any
successor service on page 120 or any other page as may replace
the applicable page on that service (“Telerate Page 120”) or, if such
rate does not appear on Telerate Page 120 or is not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the Federal Funds Rate for
the applicable Federal Funds Rate Interest Determination Date will be the rate with
respect to the applicable Federal Funds Rate Interest Determination Date for
United States dollar federal funds published in H.15 Daily Update, or other
recognized electronic source for the purpose of displaying the applicable rate
under the heading “Federal Funds (Effective).” 
If the rate in the preceding sentence is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the Federal Funds Rate for the applicable Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of United
States dollar federal funds transactions in The City of New York, which may include
the Calculation Agent and its affiliates, selected by the Calculation Agent
prior to 9:00 A.M., New York City time on the


 


17

















 


business day following the Federal
Funds Rate Interest Determination Date; provided, however, that
if the brokers selected as aforesaid by the Calculation Agent are not quoting
as mentioned above, the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date shall be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.


 


Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR, as
indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a “LIBOR Interest Determination Date”), and will be,
either: (a) if “LIBOR Telerate” is specified above, or if neither “LIBOR
Reuters” nor “LIBOR Telerate” is specified above, the rate for deposits in the
Index Currency having the Index Maturity designated above commencing on the
second London Banking Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR Page specified
above as of 11:00 A.M. London time, on such LIBOR Interest Determination
Date, or (b) if “LIBOR Reuters” is specified above, the arithmetic mean of
the offered rates for deposits in the Index Currency having the Index Maturity
designated above, commencing on the second London Banking Day immediately
following that LIBOR Interest Determination Date, that appear on the Designated
LIBOR Page specified above as of 11:00 A.M. London time, on that
LIBOR Interest Determination Date, if at least two such offered rates appear
(except as provided in the following sentence) on such Designated LIBOR Page. If
the Designated LIBOR Page by its terms provides for only a single rate,
then the single rate wil be used.


 


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


 


18

















 


“Designated LIBOR Page” means either:


 


1.                                       If
“LIBOR Telerate” is designated above or neither “LIBOR Reuters” nor “LIBOR
Telerate” is specified above as the method for calculating LIBOR, the display
on Reuters Telerate LLC or any successor service on the page designated
above or any page as may replace the designated page on that
service for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency; or


 


2.                                       if
“LIBOR Reuters” is designated above, the display on the Reuters Monitor Money
Rates Service or any successor service on the page designated above or any
other page as may replace the designated page on that service
for the purpose of displaying the London interbank offered rates of major banks
for the applicable Index Currency.


 


Determination of Prime Rate. If an
Interest Rate Basis for this Note is the Prime Rate, as indicated above, the
Prime Rate shall be determined on the applicable Interest Determination Date (a
“Prime Rate Interest Determination Date”) as the rate on such Prime Rate
Interest Determination Date published in H.15(519) under the heading “Bank
Prime Loan.”  If such rate is not so
published by 3:00 p.m., New York City time, on the related Calculation
Date, the Prime Rate for the applicable Prime Rate Interest Determination Date
will be the rate on such Prime Rate Interest Determination Date published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying the applicable rate under the caption “Bank Prime Loan.”  If the rate referred to in the preceding
sentence is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, then the Prime Rate for the applicable Prime Rate Interest
Determination Date shall be the rate calculated by the Calculation Agent as the
arithmetic mean of the rates of interest publicly announced by the banks that
appear on the Reuters Screen US PRIME 1 Page (as defined below) as the
particular bank’s prime rate or base lending rate as of 11:00 A.M., New
York City time, on such Prime Rate Interest Determination Date, so long as at
least four rates appear on the page. If fewer than four rates described in the
preceding sentence appear in Reuters Screen US PRIME 1 by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Prime Rate
for the applicable Prime Rate Interest Determination Date will be the rate
calculated by the Calculation Agent as the arithmetic mean of the prime rates
or base lending rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by three major banks, which may include the
Calculation Agent and its affiliates, in The City of New York selected by the
Calculation Agent; provided, however, that if the banks selected
as aforesaid are not quoting as mentioned in this sentence, the Prime Rate for
the applicable Prime Rate Interest Determination Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.


 


“Reuters Screen US PRIME1 Page” means the display
designated as the “US PRIME 1” page on the Reuters Monitor Money
Rates Service or such other page as may replace the
US PRIME 1 page on that service or any successor service for the
purpose of displaying prime rates or base lending rates of major United States
banks.


 


19

















 


Determination of Treasury Rate. If
an Interest Rate Basis for this Note is the Treasury Rate, as specified above,
the Treasury Rate shall be determined on the applicable Interest Determination
Date (a “Treasury Rate Interest Determination Date”) as the rate from the
auction held on the applicable Treasury Interest Rate Determination Date (“Auction”)
of direct obligations of the United States (“Treasury bills”) having the Index
Maturity specified above under the caption “INVESTMENT RATE” on the display on Reuters
Telerate LLC 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 that may replace page 57 on that service (“Telerate
Page 57”). If such rate is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Treasury Rate for the
applicable Treasury Rate Interest Determination Date will be the Bond
Equivalent Yield of the rate for the applicable Treasury Bills as published in
H.15 Daily Update, or other recognized electronic source used for the purpose
of displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Auction High”. If such rate is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the
Treasury Rate for the applicable Treasury Rate Interest Determination Date will
be the Bond Equivalent Yield of the auction rate of the applicable Treasury
Bills announced by the United States Department of the Treasury. If the rate
described in the preceding sentence is not announced by the United States
Department of the Treasury, or if the Auction is not held, the Treasury Rate
for the applicable Treasury Rate Interest Determination Date will be the Bond
Equivalent Yield of the rate on such Treasury Rate Interest Determination Date
of Treasury Bills having the Index Maturity specified above published in
H.15(519) under the caption “U.S. Government Securities/Treasury
Bills/Secondary Market.”  If the rate
described in the preceding sentence is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the Treasury Rate for the
applicable Treasury Rate Interest Determination Date will be the rate on the
applicable Treasury Rate 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.”  If the rate described in the preceding
sentence is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the Treasury Rate for the applicable Treasury Rate
Interest Determination Date will be the rate on such Treasury Rate 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 Treasury
Rate Interest Determination Date, of three primary United States government
securities dealers, which may include the Calculation Agent or its
affiliates, selected by the Calculation Agent, for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified above; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Treasury Rate will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.


 


“Bond Equivalent Yield” means a yield calculated in
accordance with the following formula and expressed as a percentage:


 


	
  Bond Equivalent
  Yield =

  	
   

  	
  D x
  N

  	
   

  	
  x 100

  
	
   

  	
   

  	
  360
  – (D x M)

  	
   

  	
   

  



 


20

















 


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.


 


Notwithstanding anything to the contrary contained
herein or in the Indenture, for purposes of determining the rights of a Holder
of a Note for which the principal thereof is determined by reference to the
price or prices of specified commodities or stocks, interest rate indices,
interest or exchange rate swap indices, the exchange rate of one or more
specified currencies relative to another currency or such other price, exchange
rate or other financial index or indices as specified above (a “Principal
Indexed Note”), in respect of voting for or against amendments to the Indenture
and modifications and the waiver of rights thereunder, the principal amount of
any such Principal Indexed Note shall be deemed to be equal to the face amount
thereof upon issuance. The method for determining the amount of principal
payable at Maturity on a Principal Indexed Note will be specified in an
attached Addendum.


 


Any provision contained herein with respect to the
determination of an Interest Rate Basis, the specification of Interest Rate
Basis, calculation of the Interest Rate applicable to this Note, its payment
dates or any other matter relating hereto may be modified as specified in
an Addendum relating hereto and references herein to “this Note,” “hereof,” “herein,”
“as specified above” or similar language of like import shall also be
references to any such Addendum.


 


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 above. 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 law of general application.


 


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


 


If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected thereby at any time by the Company and the
Trustee with the consent of the Holders of 66 2/3% in aggregate principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in


 


21

















 


exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.


 


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


 


The Notes are issuable in registered form without
coupons in denominations of $1,000 and integral multiples thereof (unless
specified otherwise in the Addendum attached hereto). As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.


 


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


 


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person 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 Trustee nor any such agent shall be affected by notice to the
contrary.


 


The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.


 


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


 


22

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed,
manually or in facsimile, and an imprint or facsimile of its corporate seal to
be imprinted hereon.


 


	
   

  	
  TOYOTA MOTOR
  CREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  George E. Borst

  
	
   

  	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  David
  Pelliccioni

  	
   

  
	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CERTIFICATE OF
  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  This is one of
  the Securities

  	
   

  
	
  of the series designated
  therein

  	
   

  
	
  referred to in
  the within-mentioned

  	
   

  
	
  Indenture.

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, N.A.

  	
   

  
	
  (successor to The Chase Manhattan Bank, N.A.), as
  Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  
												



 

















 


ANNEX A


OPTION TO ELECT REPAYMENT


 


	
  The undersigned
  hereby irrevocably request(s) and instruct(s) the Company to repay this Note
  (or portion hereof specified below) pursuant to its terms and at a price
  equal to the principal amount hereof together 

  
	
  with interest to
  the repayment date, to the undersigned, at

  
	
   

  	
   

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

  



 


For
this Note to be repaid, the Trustee must receive at its Corporate Trust Office,
or at such other place or places of which the Company shall from time to time
notify the Holder of this Note, not more than 60 nor less than 30 days prior to
an Optional Repayment Date, if any, shown on the face of this Note, this Note
with this “Option to Elect Repayment” form duly completed.


 


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


 


	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: The
  signature on this Option to Elect

  
	
  Date:

  	
   

  	
   

  	
  Repayment must
  correspond with the name as written upon the face of this Note in every
  particular, without alteration or enlargement or any change whatever.

  
							



 


A-1

















 


ANNEX B


 


TOYOTA MOTOR CREDIT CORPORATION


Medium-Term Notes Series B – TMCC CoreNotes ® (the “Notes”)


 


(SURVIVOR’S
OPTION) REPAYMENT ELECTION FORM


 


JPMorgan Chase Bank, N.A., Trustee


 


The undersigned financial institution (the “Financial Institution”)
represents the following:


 


The Financial Institution has received a request for repayment from the
executor or other authorized representative (the “Authorized Representative”)
of the deceased beneficial owner listed below (the “Deceased Beneficial Owner”)
of the above Notes.


 


At the time of his or her death, the Deceased Beneficial Owner owned Notes
in the principal amount listed below, and the Financial Institution currently
holds such Notes as a direct or indirect Participant in The Depository Trust
Company (the “Depositary”).


 


The Financial Institution agrees
to the following terms:


 


The Financial Institution shall follow the instructions (the “Instructions”)
accompanying this Repayment Election form (the “Form”).


 


The Financial Institution shall make all records specified in the
Instructions supporting the above representations available to JPMorgan Chase
Bank, N.A. (the “Trustee”) for inspection and review within five business days
of the Trustee’s request.


 


If the Financial Institution or the Trustee, in either’s reasonable
discretion, deems any of the records specified in the instructions supporting
the above representations unsatisfactory to substantiate a claim for repayment,
the Financial Institution shall not be obligated to submit this Form, and the
Trustee may deny repayment. If the Financial Institution cannot
substantiate a claim for repayment, it shall notify the Trustee immediately.


 


Other than as described in the prospectus supplement in the limited
situation involving tenders of Notes that are not accepted during one calendar
year as a result of the Annual Put Limitation or the Individual Put Limitation,
otherwise valid repayment elections may not be withdrawn.


 


The Financial Institution agrees to indemnify and hold harmless the
Trustee and Toyota Motor Credit Corporation against and from any and all
claims, liabilities, costs, losses, and expenses, suits and damages resulting
from any misrepresentation or inaccuracy with respect to the Financial
Institution’s above representations or from the Financial Institution’s request
for repayment on behalf of the Authorized Representative.


 


	
  If by mail:

  	
   

  	
  If by Overnight Courier:

  
	
  JPMorgan
  Chase Bank, N.A

  	
   

  	
  JPMorgan
  Chase Bank, N.A

  
	
  WSS –
  Survivor Option Processing

  	
   

  	
  WSS –
  Survivor Option Processing

  
	
  P.O. Box
  2320

  	
   

  	
  2001
  Bryan Street, 9th Floor

  
	
  Dallas,
  TX 75221-2320

  	
   

  	
  Dallas,
  TX 75201

  



 


If you wish to confirm receipt of your delivery, please call 1-(800) 516-8216.


 


The electronic mailbox for written customer inquiries is:  survivor_options@jpmorgan.com
or visit our bondholder website located at: http://www.jpmorgan.com/bondholder.


 


A-1

















 


TOYOTA MOTOR CREDIT CORPORATION


 


Medium-Term Notes Series B – TMCC CoreNotes ® (the “Notes”)


(SURVIVOR’S
OPTION) REPAYMENT ELECTION FORM


 


MUST BE FILLED IN COMPLETELY AND LEGIBLY


	
  DATE OF ELECTION (Date this Form was completed):

  	
   

  	
   

  
	
  CUSIP No.:

  	
   

  	
  INTEREST RATE:

  	
  %

  
	
  STATED
  MATURITY DATE:

  	
   

  	
   

  
	
  PRINCIPAL
  AMOUNT OF REQUESTED REPAYMENT:

  	
   

  	
  $

  
	
  DATE REQUESTED FOR REPAYMENT (Indicate the date of requested repayment. The
  date of requested repayment may not be earlier than the first Interest Payment Date to occur at least 20 calendar days
  after the date of the Trustee’s acceptance of the Notes for repayment, unless
  such date is not a Business Day, in which case the date of requested payment may be
  no earlier than the next succeeding Business Day):

  	
   

  	
   

  
	
  NAME OF
  DECEASED BENEFICIAL OWNER:

  	
   

  	
   

  
	
  SOCIAL
  SECURITY NO. OF DECEASED BENEFICIAL OWNER:

  	
   

  	
   

  
	
  DATE OF DEATH:

  	
   

  	
   

  
	
  NAME OF
  AUTHORIZED REPRESENTATIVE REQUESTING REPAYMENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME OF
  FINANCIAL INSTITUTION REQUESTING REPAYMENT (DTC Direct Participant only):

  	
   

  	
   

  
	
  DTC
  PARTICIPANT NO.:

  	
   

  	
   

  
	
  CONTACT
  NAME:

  	
   

  	
   

  
	
  E-MAIL
  ADDRESS:

  	
   

  	
   

  
	
  PHONE NUMBER:

  	
   

  	
  FACSIMILE NO.:

  
	
  SIGNATURE OF FINANCIAL INSTITUTION REPRESENTATIVE (Affix the authorized signature of the
  Financial Institution’s representative. THE SIGNATURE MUST BE
  GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION” MEETING THE REQUIREMENTS OF
  THE TRUSTEE WHICH REQUIREMENTS INCLUDE MEMBERSHIP OR PARTICIPATION IN
  SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”) OR SUCH OTHER “SIGNATURE
  GUARANTEE PROGRAM” AS MAY BE DETERMINED BY THE TRUSTEE:

  	
   

  	
   

  



The Financial Institution agrees to indemnify and hold harmless the Trustee
and Toyota Motor Credit Corporation against and from any and all claims,
liabilities, costs, losses, and expenses, suits and damages resulting from any misrepresentation
or inaccuracy with respect to the Financial Institution’s above representations
or from the Financial Institution’s request for repayment on behalf of the
Authorized Representative.


 


FACSIMILE
TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE ACCEPTED.


 


TO BE COMPLETED BY TRUSTEE ONLY:


	
  ELECTION
  NO:

  	
   

  	
   

  
	
  DATE OF
  RECEIPT OF FORM

  	
   

  	
   

  
	
  DATE OF
  ACCEPTANCE (Acknowledgment):

  	
   

  	
   

  	
   

  	
  o

  	
   

  



 


A-2

















 


Toyota Motor Credit Corporation


Toyota Motor Credit Corporation Medium-Term Notes Series B – TMCC
CoreNotes®


 


SURVIVOR’S OPTION INSTRUCTIONS


 


In accordance with the
provisions of the above-referenced Notes and the applicable Prospectus
Supplement, the “Survivor’s Option” is the agreement of Toyota Motor Credit
Corporation (“TMCC”) with the beneficial owner of a Note to repurchase that
Note, in whole or in part, if requested, upon the death of the beneficial
owner, provided that such request is made at least one year after the date
of issuance of the Note. Unless otherwise specified, the estate of the
deceased beneficial owner of a Note will be eligible to exercise a Survivor’s
Option. All terms used herein have the meanings as defined in the Notes or the
applicable Prospectus Supplement.


 


You may elect to
demand repayment of your Notes, in whole or in part, in increments of $1,000 at
a repayment price equal to 100% of the principal amount thereof together with
unpaid interest accrued to the date of repayment. Other than as described in
the prospectus supplement in the limited situation involving tenders of Notes
that are not accepted during one calendar year as a result of the Annual Put
Limitation or the Individual Put Limitation, an otherwise valid election to
exercise the Survivor’s Option may not be withdrawn. Each election to
exercise a Survivor’s Option will be accepted in the order received, except for
any Note the acceptance of which would contravene the Annual Put Limitation or
the Individual Put Limitation. Notes accepted for repurchase pursuant to
exercise of the Survivor’s Option will be repaid no later than the first
Interest Payment Date that occurs 20 or more calendar days after the date of
the acceptance. Each Note submitted for repurchase that is not accepted in
any calendar year due to the application of the Annual Put Limitation or the
Individual Put Limitation will be deemed to be tendered on the first day of the
following calendar year in the order in which all such Notes were originally
tendered. If a valid election of the Survivor’s Option cannot be honored, the
Trustee or its agent will deliver a notice by first-class mail to the applicable
DTC Participant, stating the reason


 


DTC or its nominee will
be treated as the registered holder of the Notes and will be the only entity
that can exercise the Survivor’s Option for such Notes. To obtain repayment
pursuant to exercise of the Survivor’s Option for a Note through DTC, the
deceased owner’s authorized person must provide the following items to each DTC
participant (the “Participant”) through which the related beneficial interest
is owned.


 


•                  a written instruction to
the Participant to notify DTC of the authorized person’s desire to obtain
repayment pursuant to exercise of the Survivor’s Option;


 


•                  appropriate evidence that
(a)the deceased was the owner of a beneficial interest in the related Note at
the time of death, (b) the death of the owner has occurred and (c) the
person has authority to act on behalf of the deceased owner;


 


•                  if the beneficial interest
in the related Note is held by a nominee of the deceased owner, a certificate
from the nominee attesting to the deceased owner’s ownership of a beneficial
interest in such Note;


 


•                  a written request for
repayment signed by the authorized person for the deceased owner with a
Medallion Guarantee Stamp attached. This stamp can be obtained from a financial
institution that is a member of the Notes Transfer Association Medallion
Program, New York Exchange Medallion Program or Global Note Exchange Medallion
Program;


 


•                  if applicable, a properly
executed assignment or endorsement;


 


•                  tax waivers and any other
instruments or documents reasonably required in order to establish the validity
of the ownership of the beneficial interest in the related Note and the
claimant’s entitlement to payment; and


 


•                  any additional information
reasonably required to document the ownership or authority to exercise the
Survivor’s Option and to cause the repayment of the related Note.


 


In turn, the applicable
Participant will deliver each of these items to the Trustee, together with
evidence satisfactory to the Trustee from the Participant stating that it
represents the deceased owner of the beneficial interest in the related Note.


 


All questions regarding
the eligibility or validity of any exercise of the Survivor’s Option will be
determined by TMCC, in its sole discretion, which determination will be final
and binding on all parties.


 

















 


For purposes of
determining whether the Trustee will deem Notes beneficially owned by an
individual at the time of death, the following rules shall apply:


 


•                  Notes beneficially owned by tenants
by the entirety or joint tenants will be regarded as beneficially owned by a
single owner. The death of a tenant by the entirety or joint tenant will be
deemed the death of the beneficial owner, and the Notes beneficially owned will
become eligible for repayment. The death of a person beneficially owning a Note
by tenancy in common will be deemed the death of a holder of a Note only with
respect to the deceased holder’s interest in the Note so held by tenancy in
common, unless a husband and wife are the tenants in common, in which case the
death of either will be deemed the death of the holder of the Note, and the
entire principal amount of the Note so held will be eligible for repayment.


 


•                  Notes beneficially owned by a trust
will be regarded as beneficially owned by each beneficiary of the trust to the
extent of that beneficiary’s interest in the trust (however, a trust’s
beneficiaries collectively cannot be beneficial owners of more Notes than are
owned by the trust). The death of a beneficiary of a trust will be deemed the
death of the beneficial owner of the Notes beneficially owned by the trust to
the extent of that beneficiary’s interest in the trust. The death of an
individual who was a tenant by the entirety or joint tenant in a tenancy, which
is the beneficiary of a trust, will be deemed the death of the beneficiary of
the trust. The death of an individual who was a tenant in common in a tenancy
which is the beneficiary of a trust will be deemed the death of the beneficiary
of the trust only with respect to the deceased holder’s beneficial interest in
the Note, unless a husband and wife are the tenants in common, in which case
the death of either will be deemed the death of the beneficiary of the trust.


 


•                  The death of a person who, during his
or her lifetime, was entitled to substantially all of the beneficial interest
in a Note will be deemed the death of the beneficial owner of that Note,
regardless of the registration of ownership, if such beneficial interest can be
established to the satisfaction of the Trustee. Such beneficial interest will
exist in many cases of street name or nominee ownership, ownership by a
trustee, ownership under the Uniform Gift to Minors Act and community
property or other joint ownership arrangements between spouses. Beneficial
interest will be evidenced by such factors as the power to sell or otherwise
dispose of a Note, the right to receive the proceeds of sale or disposition and
the right to receive interest and principal payments on a Note.


 


The applicable DTC
Participant will be responsible for disbursing payments received from the
Trustee to the authorized person for the deceased owner. The Survivor’s
Option settlements will be handled by way of delivery versus payment between
the DTC Participant and the Trustee, JPMorgan Chase Bank, N.A. The Trustee’s
DTC Participant number is 1572.


 


To request repayment, the
DTC Participant must complete the form attached hereto and send an
original, by mail (registered mail is suggested), by hand or overnight courier
to:


 


	
  If by mail:

  	
   

  	
  If by Overnight Courier:

  
	
  JPMorgan Chase Bank, N.A

  	
   

  	
  JPMorgan Chase Bank, N.A

  
	
  WSS – Survivor Option
  Processing

  	
   

  	
  WSS – Survivor Option
  Processing

  
	
  P.O. Box 2320

  	
   

  	
  2001 Bryan Street, 9th Floor

  
	
  Dallas, TX 75221-2320

  	
   

  	
  Dallas, TX 75201

  



 


FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL
NOT BE ACCEPTED.


 


If you wish to confirm receipt of your delivery, please call 1-(800) 516-8216.


The electronic mailbox for written customer inquiries is:  survivor_options@jpmorgan.com


or visit our bondholder website located at: http://www.jpmorgan.com/bondholder


 


Demands for repayment
will be irrevocable except as stated
above as provided by or as in the applicable Prospectus Supplement.


 


By: JPMorgan Chase Bank, N.A., Trustee


 

















 


ASSIGNMENT/TRANSFER FORM


 


 


	
  FOR VALUE RECEIVED the
  undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto
  (insert Taxpayer Identification No.)

  
	
   

  
	
  (Please print or
  typewrite name and address including postal zip code of assignee)

  
	
   

  	
   

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

  	
  attorney to 

  
	
  transfer said
  Note on the books of the Company with full power of substitution in the
  premises.

  
	
   

  
			



 


	
  Dated:

  	
   

  	
                   

  	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 

















 


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

  
	
   

  
	
  UNIF
  GIFT MIN ACT –

  	
  Custodian

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  
	
  TEN
  ENT – as tenants by the entireties

  
	
   

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

  
	
   

  
	
   

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