EXHIBIT 4.4


 





[FORM
OF FACE OF CLEARSTREAM/EUROCLEAR REGISTERED 


FLOATING
RATE GLOBAL MEDIUM-TERM NOTE, SERIES B]


 


Toyota
Motor Credit Corporation 


GLOBAL
MEDIUM-TERM NOTE, SERIES B 


(Floating
Rate) 


 


	REGISTERED	PRINCIPAL OR FACE AMOUNT	 
	[CUSIP:  ___________________]1	___________________2	 
	ISIN:  ___________________	 	 
	Common Code:  ___________________	 	 
	[No. [_]]  	 	 




 


 


 


 


 


 


 





 






 



***
[ ] 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.


 


 






 


 


 _____________


1
If eligible for DTC clearing.





2 Insert
Principal or Face Amount with the appropriate currency



 






    1


     

    

 


Original
Issue Date:


Stated
Maturity Date:


 


Initial
Interest Rate: % 


Interest
Payment Dates:


 


Calculation
Agent:


 


Interest
Calculation: 


[
] Regular Floating Rate Note 


[
] Inverse Floating Rate Note: 


Fixed
Interest Rate: 


[
] Floating Rate/Fixed Rate Note: 


Fixed
Interest Rate: 


Fixed
Rate Commencement Date: 


[
] Other Floating Rate Note 


(See
attached Addendum)


 


Interest
Rate Basis:





[
] CMS Rate





[
] CMT Rate





[
] Commercial Paper Rate





[
] Eleventh District Cost of Funds Rate 





[
] Federal Funds Rate





[
] Federal Funds OIS Compound Rate





[
] LIBOR





[
] Prime Rate





[
] Treasury Rate 





[
] Other (see attached Addendum)


 


If
CMS:





Designated
CMS Maturity Index:


 


If
CMT:





Designated
CMT Maturity Index:





Designated
CMT Reuters Page:





[
] FRBCMT





[
] FEDCMT


 


If
LIBOR:





Designated
LIBOR Page:





Index
Currency:


 


If
LIBOR or Treasury Rate:





Index
Maturity:


 




    2


     

    

Floating
Rate Spread (+/-): 


Spread
Multiplier:


 


Maximum
Interest Rate: 


Minimum
Interest Rate:


 


Initial
Interest Reset Date: 


Interest
Reset Dates: 


Interest
Rate Reset Period: 


Interest
Rate Reset Cutoff Date: 


Interest
Determination Date:


 


Day
Count Convention: 


[
] 30/360 


[
] Actual/360 


[
] Actual/Actual


 


Business
Day Convention 


[
] Following 


[
] Modified Following


 


Redemption: 


Redemption
Date(s): 


Notice
of Redemption:


 


Repayment: 


Optional
Repayment Date(s): 


Repayment
Price:


 


Original
Issue Discount: 


Total
Amount of Original Issue Discount: 


Yield
to Maturity: 


Initial
Accrual Period:


 


Specified
Currency: 


Minimum
Denomination/Minimum Incremental Denomination:


 


If
a Reopening Note, check [ ], and specify: 


Initial
Interest Accrual Date:


 


Note
also represented by DTC Note:


 


Addendum
Attached: 


[
] Yes 


[
] 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 BT Globenet
Nominees Ltd, or registered assigns, the Principal or Face Amount specified above, 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.


 


Unless
otherwise specified in an Addendum hereto, Deutsche Bank Trust Company Americas will act as the Company’s paying agent and
will make all payments of principal, premium, if any, and interest on the Note on the Company’s behalf. Payment of the principal
of this Note, any premium and the interest due at Maturity (as defined below) will be made upon surrender of this Note at the
office or agency of such paying agent or at the office or agency of such other paying agent as the Company may determine.


 


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. The Company shall pay interest on
each Interest Payment Date specified above, commencing on the first Interest Payment Date following the Original Issue Date, and
on the Stated Maturity Date or any Redemption Date or Optional Repayment Date (if specified as repayable at the option of the
Holder in an attached Addendum) (the date of each such Stated Maturity Date, Redemption Date and Optional Repayment Date 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 following the Original Issue Date; and provided
further, unless otherwise specified 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 (this and certain other capitalized terms used herein are defined on the reverse of the Note), such Interest
Payment Date will 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, such Interest Payment Date will 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 will be
the next preceding day that is a Business Day (the “Modified Following Business Day Convention”). Unless otherwise
specified above, the “Regular Record Date” will be the fifteenth calendar day (whether or not a Business Day) prior
to the applicable Interest Payment Date.


 




    4


     

    

If
the Maturity falls on a day which is not a Business Day, the payment due on such Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity and no interest will 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. Any such interest which is payable,
but not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”), will
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 or at any time in any other lawful manner, as more fully provided in the Indenture. A Special Record
Date shall be fixed by the Trustee and notice thereof shall be given to the Holder of this Note not less than 10 days prior to
such Special Record Date.


 


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 the principal, premium or interest, if any, on this Note is payable 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 any payment in respect of this Note is required to be made in a currency other than U.S. dollars and 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 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. The amounts payable on any date in such currency will be converted into U.S. dollars on the basis of the most recently
available market exchange rate for such currency or as otherwise indicated in an Addendum attached hereto. Any payment so made
in U.S. dollars will not constitute an Event of Default under the Indenture. 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.


 


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 or on behalf of Deutsche Bank Trust Company Americas, the Trustee
for this Note under the Indenture, or its successor thereunder, by the manual signature of two of its authorized officers, this
Note will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    5


     

    

[FORM
OF REVERSE OF NOTE]


 


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 (the “Notes”). The Notes are issued and to be issued under an Indenture, dated
as of August 1, 1991, between the Company and The Bank of New York Mellon Trust Company, N.A., as amended and supplemented by
the First Supplemental Indenture, dated as of October 1, 1991, among the Company, The Bank of New York Mellon Trust Company, N.A.
and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, the Second Supplemental Indenture, dated as
of March 31, 2004, among the Company, The Bank of New York Mellon Trust Company, N.A. and Deutsche Bank Trust Company Americas
and the Third Supplemental Indenture, dated as of March 8, 2011, among the Company, The Bank of New York Mellon Trust Company,
N.A. and Deutsche Bank Trust Company Americas (collectively, the “Indenture”), 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. Deutsche
Bank Trust Company Americas 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) and, unless otherwise specified in an Addendum attached
hereto, as registrar for the Notes. 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.


 


This
Note is not subject to any sinking fund and will not be redeemable or subject to repayment at the option of the Holder prior to
the Stated Maturity Date, except as provided below.


 


Unless
otherwise indicated on the face of this Note, 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 in part, in integral multiples
of the Minimum Incremental Denomination specified above, (unless specified otherwise in an Addendum attached hereto, and provided
that any remaining principal hereof shall be at least equal to the Minimum Denomination specified above) 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” will 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. If this
Note shall be repayable at the option of the Holder as specified in an Addendum attached hereto, unless otherwise specified in
such Addendum, on any Optional Repayment Date, this Note shall be repayable in whole or in part in integral multiples of the Minimum
Incremental Denomination specified above (unless specified otherwise in an Addendum attached hereto, and provided that any remaining
principal hereof


 




    6


     

    

shall
be at least equal to the Minimum Denomination specified above) 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” below 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 15 nor less than 10 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 will be irrevocable.


 


This
Note is unsecured and ranks equally with the other unsecured and unsubordinated indebtedness of the Company.


 


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


 


1.       If
this Note is designated as a Regular Floating Rate Note, then, except as described below, this Note will bear interest at the
rate determined by reference to the applicable Interest Rate Basis or Bases designated above (i) plus or minus the applicable
Floating Rate Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the
manner described above. 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. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note
is payable will be reset as of each Interest Reset Date specified above.


 


2.       If
this Note is designated as a Floating Rate/Fixed Rate Note, then, except as described below, this Note will bear interest at the
rate determined by reference to the applicable Interest Rate Basis or Bases shown above (i) plus or minus the applicable Floating
Rate Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described
above. 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. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable will
be reset as of each Interest Reset Date until the date on which interest begins to accrue on a fixed rate basis. Unless specified
on the face hereof, the interest rate in effect commencing on, and including, the Fixed Rate Commencement Date to Maturity will
be the Fixed Interest Rate, if such a rate is specified above, or, if no such Fixed Interest Rate is so specified, the interest
rate in effect on the day immediately preceding the Fixed Rate Commencement Date.


 


3.       If
this Note is designated as an Inverse Floating Rate Note, 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 or Bases
shown above (i) plus or minus the applicable Floating Rate 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 unless otherwise specified in an Addendum attached hereto. The interest rate in effect for the period from
the Original Issue Date to the Initial Interest Reset Date will be


 




    7


     

    

the
Initial Interest Rate. Commencing on the Initial Reset Date, the rate at which interest on this Note is payable will be reset
as of each Interest Reset Date specified above.


 


4.       Notwithstanding
the foregoing, if this Note is designated above as having an Addendum attached, the Note will 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, the interest rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date will be the Initial Interest Rate and commencing on the Initial Interest Reset Date, the rate
at which interest on this Note is payable will be reset as of each Interest Reset Date specified above.


 


Unless
otherwise specified on the face hereof and/or in an Addendum attached hereto, the “Interest Reset Date” for Notes
that reset will be as follows: if daily, each Business Day; if weekly, the Wednesday of each week, with the exception of weekly
reset 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 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
of March, June, September and December of each year; if semiannually, the third Wednesday of the two months specified above; and
if annually, the third Wednesday of the month specified above, provided, however, that, for Floating Rate/Fixed
Rate Notes, the interest rate will not reset after the Fixed Rate Commencement Date.


 


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


 


Except
as provided above, in an Addendum attached hereto or after giving effect to an Interest Rate Reset Cutoff Date as provided below,
the interest rate in effect on each day will be (a) if such day is an Interest Reset Date, the interest rate determined on the
related 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 related Interest Determination Date immediately preceding the most
recent Interest Reset Date.


 


Unless
otherwise specified in an Addendum attached hereto, if an “Interest Rate Reset Cutoff Date” is specified on the face
hereof, beginning on the Interest Rate Reset Cutoff Date, the interest rate for this Note on each day from and including the Interest
Rate Reset Cutoff Date to but excluding the next Interest Payment Date will be determined based on the Interest Rate Basis in
effect on the Interest Rate Reset Cutoff Date.


 




    8


     

    

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


 


Interest
payments on this Note on any Interest Payment Date will equal the amount of interest accrued from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date, if
no interest has been paid), 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.


 


Unless
otherwise specified in an Addendum attached hereto, this Note will accrue interest on an “Actual/360” basis, an “Actual/Actual”
basis, or a “30/360” basis, as specified on the face hereof, in each case, from the period from the Original Issue
Date to the date of Maturity. If no interest basis is specified in an Addendum attached hereto, interest on this Note will be
paid on an “Actual/360” basis. If this Note is calculated on an Actual/360 basis or an Actual/Actual basis, accrued
interest for each Interest Calculation Period, as defined below, will be calculated by multiplying:


 


		1.	the
                                         face amount of this Note;



 


		2.	the
                                         applicable interest rate; and



 


		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, 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.


 




    9


     

    

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 on the face hereof, 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, 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 date specified above which shall be the same day as the Interest Reset Date
or the first Business Day preceding each Interest Reset Date; the “Interest Determination Date” with respect to the
Federal Funds OIS Compound Rate will be the same day as each Interest Reset Date; the “Interest Determination Date”
with respect to the Eleventh District Cost of Funds Rate will be the last working day of the month immediately preceding each
Interest Reset Date on which the Federal Home Loan Bank of San Francisco publishes the Index (as defined below); the “Interest
Determination Date” with respect to LIBOR will be the second London Banking Day (as defined below) preceding each Interest
Reset Date; 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; provided,
however, that if an auction is not held on Monday or Tuesday of the week in which the Interest Reset Date falls and an
auction is held on the Friday of the week preceding the related Interest Reset Date, the related Interest Determination Date will
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; and each Interest Rate Basis will be determined
and compared on such date, and the applicable interest rate will 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 will be made by the Calculation Agent specified above or such successor thereto as is duly appointed
by the Company.


 


Unless
otherwise specified above, all percentages resulting from any calculation of interest on this Note will be rounded to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation
will be rounded to the nearest cent (with one-half cent being rounded upward).


 


Determination
of CMS Rate. Unless otherwise specified in an Addendum attached hereto, if CMS Rate is designated as an Interest Rate Basis
for this Note, the CMS Rate is the


 




    10


     

    

rate
on the applicable Interest Determination Date for U.S. dollar swaps having the Designated CMS Maturity Index specified above,
expressed as a percentage, which appears on the Reuters Screen ICESWAP1 Page or any Successor Source as of 11:00 A.M., New York
City time.


 


If
the rate referred to in the preceding sentence is no longer published on the relevant page, or if not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMS Rate on the applicable Interest Determination Date will be a
percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by the five leading swap dealers
in the New York City interbank market selected by the Calculation Agent (after consultation with the Company) as of approximately
11:00 A.M., New York City time on the related Interest Determination Date. 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 having the Designated CMS Maturity Index specified on the face hereof in an amount
that is representative for a single transaction in that market at the 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-ICE with a designated
maturity of three months. The Calculation Agent shall request the principal New York City office of each of the swap dealers to
provide a quotation of this rate. If at least three quotations are provided, the rate will be the arithmetic mean of the quotations,
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). If fewer than three swap dealers selected by the Calculation Agent are quoting as referred to
in the preceding sentence, the CMS Rate will be the rate in effect on the applicable Interest Determination Date.


 


“Designated
CMS Maturity Index” means the original period to maturity of the CMS Rate specified in an Addendum attached hereto with
respect to which the CMS Rate will be calculated.


 


“Successor
Source” means, in relation to any display page, other published source, information vendor or provider: (i) the successor
display page, other published source, information vendor or provider that has been officially designated by the sponsor of the
original page or source; or (ii) if the sponsor has not officially designated a successor display page, other published source,
information vendor or provider (as the case may be), the successor display page, other published source, information vendor or
provider, if any, designated by the relevant information vendor or provider (if different from the sponsor).


 


Determination
of CMT Rate. Unless otherwise specified in an Addendum attached hereto, if CMT Rate is designated as an Interest Rate Basis
for this Note, the CMT Rate on the applicable Interest Determination Date will be any of the following rates published by the
Federal Reserve System Board of Governors as the yield is displayed for Treasury securities at “constant maturity”
under the column for the Designated CMT Maturity Index, as defined below, for: the rate on that applicable Interest Determination
Date, if the Designated CMT Reuters Page specified above is FRBCMT or any Successor Source; and the week or the month, as applicable,
ended immediately preceding the week in which the related Interest Determination Date occurs, if the Designated CMT Reuters Page
specified above is FEDCMT or any Successor Source.


 




    11


     

    

If
the rate referred to in the preceding sentence is no longer displayed on the relevant page, or if not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate will be the “Treasury constant maturities”
rate for the Designated CMT Maturity Index or other U.S. Treasury rate for the Designated CMT Maturity Index on the applicable
Interest Determination Date for the related 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 Reuters Page and published on the website of the Federal Reserve System Board
of Governors or in another recognized electronic source. If the information described 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 Interest Determination
Date will be calculated by the calculation agent as a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination Date, of
three leading primary United States government securities dealers in New York City selected by the calculation agent (after consultation
with the Company) (each, a “Reference Dealer”) from five such dealers and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for the
most recently issued direct noncallable fixed rate obligations of the United States, which are commonly referred to as “Treasury
notes,” with an original maturity equal to the Designated CMT Maturity Index specified in an Addendum attached hereto, a
remaining term to maturity no more than one year shorter than the Designated CMT Maturity Index and in a principal amount that
is representative for a single transaction in that market at that time. If two Treasury notes with an original maturity as described
above 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.


 


If
the calculation agent cannot obtain three Treasury notes quotations as described in the immediately preceding paragraph, the calculation
agent will determine the CMT Rate to be a yield to maturity based on the arithmetic mean of the secondary market offer side prices
as of approximately 3:30 p.m., New York City time, on the applicable Interest Determination Date of three Reference Dealers, selected
using the same method described in the immediately preceding paragraph, for Treasury notes with an original maturity equal to
the number of years closet to but not less than 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 the securities
in that market at that time. If fewer than five but more than two, of the Reference Dealers are quoting as described in the preceding
sentence, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of those quotes will be eliminated. If fewer than three Reference Dealers selected by the calculation agent are quoting
as described in the preceding sentence, the CMT Rate for that applicable Interest Determination Date will remain the CMT Rate
for the immediately preceding Interest Reset Period, or, if there was no Interest Reset Period, the rate of interest payable will
be the Initial Interest Rate.


 


“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


 




    12


     

    

the
CMT Rate will be calculated. If no maturity is specified above, the Designated CMT Maturity Index will be two years.


 


“Designated
CMT Reuters Page” means the Reuters Page specified in an Addendum attached hereto with respect to which the CMT Rate will
be calculated.


 


Determination
of Commercial Paper Rate. Unless otherwise specified in an Addendum attached hereto, if the Commercial Paper Rate is designated
as an Interest Rate Basis for this Note, the Commercial Paper Rate on the applicable Interest Determination Date will be 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 Daily Update under the heading “Commercial Paper—Nonfinancial.” If such rate referred to in the preceding
sentence is not published in the H.15 Daily Update by 5:00 P.M., New York City time, on the related Calculation Date, then the
Commercial Paper Rate for the Interest Determination Date will 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, as of the applicable 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 (after consultation with the Company) for U.S. dollar commercial paper
having the Index Maturity specified above placed for industrial issuers whose bond rating is “Aa,” or the equivalent,
from a nationally recognized rating agency. If the dealers selected by the Calculation Agent are not quoting as mentioned in the
preceding sentence, the Commercial Paper Rate determined on the applicable Interest Determination Date will be the rate in effect
on such Interest Determination Date.


 


“H.15
Daily Update” means the daily statistical release designated as such published by the Federal Reserve System Board of Governors,
or its successor, available through the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15,
or any Successor Source.


 


“Money
Market Yield” will be, in respect of any security with a maturity of six months or less, the rate for which is quoted on
a bank discount basis, a yield (expressed as a percentage) calculated in accordance with the following formula:


 


Money
Market Yield =     D x 360        x  100 


                                     
 360-(D x M)


 


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


 


Determination
of Eleventh District Cost of Funds Rate. Unless otherwise specified in an Addendum attached hereto, if the Eleventh District
Cost of Funds Rate is designated as an Interest Rate Basis for this Note, the Eleventh District Cost of Funds Rate on the applicable
Interest Determination Date will be the rate equal to the monthly weighted average cost of funds set forth opposite the caption
“11TH Dist COFI:” on the Reuters Screen COFI/ARMS Page or any Successor Source as of 11:00 A.M., San Francisco time,
on such Interest Determination


 




    13


     

    

Date.
If the rate referred to in the preceding sentence is no longer published on the relevant page, or if not published by 11:00 A.M.,
San Francisco time, on the related Calculation Date, the Eleventh District Cost of Funds Rate for such 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 the applicable Interest Determination Date. If the Federal Home Loan Bank of San
Francisco fails to announce the Index as referred to in the preceding sentence on or before the related Calculation Date for the
calendar month immediately preceding such applicable Interest Determination Date, then the Eleventh District Cost of Funds Rate
for such Interest Determination Date will be the Eleventh District Cost of Funds Rate in effect on such Interest Determination
Date.


 


Determination
of Federal Funds Rate. Unless otherwise specified in an Addendum attached hereto, if the Federal Funds Rate is designated
as an Interest Rate Basis for this Note, the Federal Funds Rate on the applicable Interest Determination Date will be the rate
set forth in H.15 Daily Update for that day opposite the caption “Federal funds (effective)” as such rate is displayed
on the Reuters Screen FEDFUNDS1 Page or any Successor Source under the caption “EFFECT.” If such rate referred to
in the preceding sentence is not so published by 5:00 P.M., New York City time, on the related Calculation Date, the Federal Funds
Rate for the applicable Interest Determination Date will be calculated by the Calculation Agent as 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 (after consultation with the Company) as of the time prior to 9:00 A.M., New York City time on the applicable
Interest Determination Date. If the brokers selected as aforesaid by the Calculation Agent are not quoting as referred to in the
preceding sentence, the Federal Funds Rate for such Interest Determination Date will be the Federal Funds Rate in effect on such
Interest Determination Date.


 


Determination
of Federal Funds OIS Compound Rate. Unless otherwise specified in an Addendum attached hereto, if the Federal Funds OIS Compound
Rate is designated as an Interest Rate Basis for this Note, the Federal Funds OIS Compound Rate on the applicable Interest Determination
Date immediately following an Interest Reset Period will be the rate of return of a daily compound interest investment calculated
in accordance with the formula set forth below:


 




    14


     

    




 


where:


 


“d0”
is the number of New York Banking Days in the relevant Interest Reset Period;


 


“i”
is a series of whole numbers from one to d0, each representing the relevant New York Banking Days in chronological
order from, and including, the first New York Banking Day in the relevant Interest Reset Period;


 


“FEDFUNDi,”
for any day “i” in the relevant Interest Reset Period, is a reference rate equal to the rate set forth in H.l5 Daily
Update in respect of that day opposite the caption “Federal funds (effective)” as such rate is displayed on the Reuters
Screen FEDFUNDS1 Page or any Successor Source under the caption “EFFECT.” Provided, (1) if such rate does not appear
on Reuters Screen FEDFUNDS1 Page or any Successor Source or is not yet published in H.15 Daily Update by 5:00 P.M., New York City
time, on the related day, FEDFUNDi for that day will be calculated by the calculation agent as the arithmetic mean
of the rates for the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers of U.S. dollar
federal funds transactions in The City of New York, which may include the calculation agent and its affiliates, selected by the
calculation agent (after consultation with the Company) as of a time before 9:00 A.M., New York City time on the applicable day;
(2) if the brokers so selected by the calculation agent are not quoting as referred to in clause (1) above, FEDFUNDi
for such day will be the rate displayed on the Reuters Screen FEDFUNDS1 Page or any Successor Source in respect of the first preceding
New York Banking Day; and (3) if the rate is not displayed on the Reuters Screen FEDFUNDS1 Page or any Successor Source in respect
of the first preceding New York Banking Day, then FEDFUNDi for such day will be the FEDFUNDi in effect on
the applicable Interest Determination Date.


 


“ni”
is the number of calendar days in the relevant Interest Reset Period on which the rate is FEDFUNDi; and


 


“d”
is the number of calendar days in the relevant Interest Reset Period.


 


“New
York Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange
and foreign currency deposits) in New York, New York.


 


Determination
of LIBOR. Unless otherwise specified in an Addendum attached hereto, if LIBOR is designated as an Interest Rate Basis for
this Note, LIBOR will be generally determined on the applicable Interest Determination Date by the Calculation Agent as the average
of the offered rates for deposits in the Index Currency having the specified Index Maturity beginning on the second London Banking
Day immediately after the Interest Determination Date (or, if


 




    15


     

    

pounds
sterling is the Index Currency, beginning on such date or, if euro is the Index Currency, beginning on the second TARGET Settlement
Day immediately after such date), that appear on the Designated LIBOR Page as of 11:00 A.M. London time, on that Interest Determination
Date, if at least two such offered rates appear on the Designated Libor Page; provided that if the specified Designated
LIBOR Page by its terms provides only for a single rate, then the single rate will be used. If fewer than two offered rates appear
on the Designated LIBOR Page, or, if no rate appears and the Designated LIBOR Page by its terms only provides for a single rate,
LIBOR for that Interest Determination Date will be determined based on the rates on that Interest Determination Date at approximately
11:00 A.M. London Time, at which deposits on that date in the Index Currency for the period of the specified Index Maturity are
offered to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent (after
consultation with the Company) and in a principal amount that is representative for a single transaction in the Index Currency
in such market at such time. The offered rates must begin on the second London Business Day immediately after the Interest Determination
Date (or if pounds sterling is the Index Currency, commencing on such Interest Determination Date or, if euro is the Index Currency,
beginning on the second TARGET Settlement Day immediately after such date). The Calculation Agent shall request the principal
London office of each of these banks to quote its rate. If the Calculation Agent receives at least two quotations, LIBOR will
be the average of those quotations. If the Calculation Agent receives fewer than two quotations as referred to in the preceding
sentence, LIBOR will be the arithmetic mean of the rates quoted at approximately 11:00 A.M. in the Principal Financial Center,
on such Interest Determination Date by major banks in the Principal Financial Center selected by the Calculation Agent (after
consultation with the Company). The rates will be for loans in the Index Currency to leading European banks having the specified
Index Maturity beginning on the second London Business Day after the Interest Determination Date (or, if pounds sterling is the
Index Currency, commencing on such Interest Determination Date or, if euro is the Index Currency, beginning on the second TARGET
Settlement Day immediately after such date) and in a principal amount that is representative for a single transaction in such
Index Currency in such market at such time. If the banks so selected by the Calculation Agent are not quoting as referred to in
the preceding sentence, the rate of interest on the LIBOR Notes with respect to the following Interest Reset Period will be the
rate of interest in effect on the applicable Interest Determination Date.


 


“Designated
LIBOR Page” means the display page specified on the face hereof, or if no page is so specified or LIBOR Reuters is specified,
the display on Reuters on page LIBOR01, or any Successor Source, for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency.


 


“TARGET
Settlement Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open.


 


Determination
of Prime Rate. Unless otherwise specified in an Addendum attached hereto, if Prime Rate is designated as an Interest Rate
Basis for this Note, the Prime Rate on the applicable Interest Determination Date will be the rate on such Interest Determination
Date set forth in H.15 Daily Update opposite the caption “Bank prime loan.” If such rate referred to in the preceding
sentence is not so published by 5:00 P.M., New York City time, on the related Calculation Date, the Prime Rate for the applicable
Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates of interest
publicly


 




    16


     

    

announced
by each bank that appears on the Reuters Page US PRIME 1, as defined below, as that bank’s prime rate or base lending rate,
as of 11:00 A.M. New York City time, for the applicable Interest Determination Date. If fewer than four rates appear on the Reuters
Page US PRIME 1 by 5:00 P.M., New York City time, on the related Calculation Date, then the Prime Rate for the applicable Interest
Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by three major banks, which may include the Calculation Agent and its affiliates, in New York City selected by the Calculation
Agent (after consultation with the Company) as its U.S. dollar prime rate or base lending rate as in effect for that day. Each
change in the prime rate or base lending rate so announced by such bank will be effective as of the effective date of the announcement
or, if no effective date is specified, as of the date of the announcement. If the banks selected by the Calculation Agent are
not quoting as described in the preceding sentence, the Prime Rate for the applicable Interest Determination Date will be the
Prime Rate in effect on such Interest Determination Date.


 


“Reuters
Page US PRIME 1” means the display designated as page “US PRIME 1” on Reuters, or any Successor Source, for
the purpose of displaying prime rates or base lending rates of major U.S. banks.


 


Determination
of Treasury Rate. Unless otherwise specified in an Addendum attached hereto, if the Treasury Rate is designated as an Interest
Rate Basis for this Note, the Treasury Rate on the applicable Interest Determination Date will be the rate from the auction held
on the applicable Interest Determination Date (“Auction”) of direct obligations of the United States (“Treasury
Bills”) having the Index Maturity specified on the face hereof which appears on either the Reuters Screen USAUCTION10 Page
or any Successor Source or the Reuters Screen USAUCTION11 Page or any Successor Source opposite such Index Maturity under the
heading “INVEST RATE.” If such 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 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 Interest Determination Date will be the Bond Equivalent Yield of the rate on
such Interest Determination Date of Treasury Bills having the Index Maturity specified above set forth in H.15 Daily Update 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
Interest Determination Date will be the rate on the applicable Interest Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update 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 Interest Determination Date will be the rate on such Interest Determination Date calculated
by the Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on the applicable Interest Determination Date, of three primary United States government securities
dealers, which may include the Calculation Agent or its affiliates, selected by the Calculation Agent (after consultation with
the Company), for the issue of Treasury Bills with a remaining


 




    17


     

    

maturity
closest to the Index Maturity specified above. If the dealers selected as aforesaid by the Calculation Agent as described in the
preceding sentence, the Treasury Rate will be the Treasury Rate in effect on such Interest Determination Date.


 


“Bond
Equivalent Yield” means, in respect of any security with a maturity of six months or less, the rate for which is quoted
on a bank discount basis, a yield (expressed as a percentage) calculated in with the following formula:


 





	Bond Equivalent Yield =	 D
    x N x 100	 
	 	360 – (D x M)	 


  


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


 


The
Notes are issuable only in registered form without coupons in denominations equal to the Minimum Denomination specified above
and higher integral multiples of the Minimum Incremental Denomination specified above (unless otherwise specified in an Addendum
attached hereto). The Company will specify the minimum denominations for Notes denominated in a foreign currency in an 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.


 


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.


 


No
service charge will 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.


 


Notwithstanding
anything to the contrary contained herein or in the Indenture, for purposes of determining the voting 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 rate swap 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”), the principal amount of any such Principal Indexed Note will be deemed to be equal to the face amount thereof
upon issuance. The method for determining the amounts, if any, payable on Interest Payment Dates and at Maturity on a Principal
Indexed Note will be specified in an attached Addendum.


 


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.


 




    18


     

    

The
Indenture permits, subject to certain exceptions provided therein, the Company and the Trustee to enter into supplemental indentures
for a series of Securities with the consent of the Holders of 66 2/3% of the outstanding principal amount of that series, for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of each such series affected by such modification or amendment. 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 exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.


 


So
long as this Note shall be outstanding, the Company will cause to be maintained, in each Place of Payment, an office or agency
for the payment of the principal of and premium, if any, and interest on this Note as herein provided and for the registration,
transfer and exchange of this Note. The Company shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture will 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.


 


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.


 


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


 


If
this Note is not a Reopening Note, the Company may reopen this issue of Notes by issuing additional Securities with the same terms
as these Notes, except that the additional Securities shall bear interest from and including the last date to which interest has
been paid on these Notes or from the Original Issue Date specified above, if no interest has been paid. Any additional Securities
so issued will be considered for all purposes part of the same issue of Notes.


 


Unless
otherwise specified in an Addendum attached hereto, if this Note is a Reopening Note, notwithstanding anything to the contrary
in this Note, interest on this Note shall accrue from and including the Initial Interest Accrual Date specified above; and for
purposes of all interest calculations, references to Original Issue Date in this Note shall be replaced with a reference to the
Initial Interest Accrual Date specified above. If this Note is a Reopening Note, this Note shall be considered for all purposes
part of the same issue of Notes that has been reopened.


 




    19


     

    

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


 


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. References herein to “this Note,” “hereof,” “herein,”
“as specified above” or similar language of like import shall include any Addendums to this Note.


 


As
used herein, and unless otherwise specified in an Addendum attached hereto:


 


(a)
       the term “Business Day” means, for CMS Rate Notes and CMT Rate Notes,
any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that
the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities,
and, with respect to all other notes:


 


		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 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)



 




    20


     

    

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;



 


(b)
       the term “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;



 


(c)
       the term “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;


 


(d)
       the term “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); and


 


(e)
       all 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.


 




    21


     

    

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:	 
	 	 	 
	 	 	 
	 	 	 







    


Attest:


 


 


By:
____________________________



 


CERTIFICATE
OF AUTHENTICATION 


This
is one of the Securities of the series 


designated
therein referred to in the 


within-mentioned
Indenture.


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee


 


 





	By: ____________________________	Dated:___________________
	       Authorized
    Signatory	 




 


 





	By: ____________________________	Dated:___________________
	       Authorized
    Signatory	 




 





 




    


     

    

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 15 nor less than 10 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 integral multiples
of the Minimum Incremental Denomination specified above) which the Holder elects to have repaid and specify the denomination or
denominations (which shall be equal to the Minimum Denomination specified above or higher integral multiples of the Minimum Incremental
Denomination specified above) 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).


 





	$____________________________	 	_____________________________________	 
	 

                                    Date: ________________________
	 	 NOTICE: The signature on this Option to Elect 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.
			 	 






 





 




    


     

    

ASSIGNMENT/TRANSFER
FORM


 


FOR
VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification
No. or other identifying number of assignee) __________________________________________________________________________ __________________________________________________________________________
(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.