<PAGE>

                                                                     EXHIBIT 4.4
                                 [FACE OF NOTE]


CUSIP NO.


REGISTERED
PRINCIPAL AMOUNT
No. FL -

                         JOHN DEERE CAPITAL CORPORATION
                     SUBORDINATED MEDIUM-TERM NOTE, SERIES D
                                 (FLOATING RATE)

                DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE

                  If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "DEPOSITORY") or a nominee of the
Depository, this Security is a Global Security and the following two legends
apply:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.


<PAGE>
<TABLE>
<S>                                                         <C>
ISSUE PRICE:                                                OPTIONAL INTEREST RATE:
                                                            Reset: [ ] Yes  [ ] No

ORIGINAL ISSUE DATE:
                                                            OPTIONAL INTEREST RATE
                                                            Reset Date:
STATED MATURITY DATE:

                                                            OPTION TO ELECT REPAYMENT: [ ] YES  [ ] NO
INITIAL INTEREST RATE:

                                                            OPTIONAL REPAYMENT DATE[S]:
BASE RATE:
  If LIBOR:   [ ] LIBOR Telerate Page:
              [ ] LIBOR Reuters Page:                       OPTIONAL REDEMPTION: [ ] YES  [ ] NO
              [ ] LIBOR Currency

                                                            INITIAL REDEMPTION DATE:
  If CMT Rate:    [ ] CMT Telerate page 7051
                  [ ] CMT Telerate page 7052
                      [ ] Weekly Average                    INITIAL REDEMPTION PERCENTAGE:
                      [ ] Monthly Average

                                                            ANNUAL REDEMPTION PERCENTAGE REDUCTION:
INDEX MATURITY:

                                                            MINIMUM DENOMINATION:
SPREAD (PLUS OR MINUS):                                     [ ] $1,000
                                                            [ ] Other:

SPREAD MULTIPLIER:
                                                            SPECIFIED CURRENCY:
                                                            United States Dollars:
CALCULATION AGENT:                                          [ ] YES  [ ] NO
                                                            FOREIGN CURRENCY:

CALCULATION DATE:
                                                            OPTION TO RECEIVE PAYMENTS
                                                            IN SPECIFIED CURRENCY
SINKING FUND:                                               OTHER THAN U.S. DOLLARS:
                                                            [ ] YES  [ ] NO

MAXIMUM INTEREST RATE:
                                                            EXCHANGE RATE AGENT

MINIMUM INTEREST RATE:
                                                            REFERENCE BANKS:

INTEREST DETERMINATION DATE:
                                                            ADDITIONAL AMOUNTS:

INTEREST RESET PERIOD:
                                                            DEFEASANCE: [ ] YES  [ ] NO

INTEREST RESET DATES:
                                                            COVENANT DEFEASANCE: [ ] YES  [ ] NO

INTEREST PAYMENT PERIOD:
                                                            OTHER/DIFFERENT PROVISIONS:

INTEREST PAYMENT DATES:


TOTAL AMOUNT OF OID:


INITIAL ACCRUAL PERIOD OID:


YIELD TO MATURITY:
</TABLE>

                                       2

<PAGE>


                  JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein
referred to as the "COMPANY", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to





                  ___________________________________ , or registered assigns,
the principal sum of ________________________ on the Stated Maturity Date shown
above (except to the extent redeemed or repaid prior to the Stated Maturity
Date) and to pay interest thereon at the Initial Interest Rate shown above from
the Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date (if the first Interest Reset Date is
later than the Original Issue Date) and thereafter at the interest rate
determined by reference to the Base Rate shown above, plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, shown above, or
determined by reference to such other formula or adjusted in such other manner,
in each case calculated in accordance with the provisions on the reverse hereof,
until the principal hereof is paid or duly made available for payment. The
Company will pay interest on each Interest Payment Date, if any, specified
above, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, and on the Stated Maturity Date, any Redemption Date or
Repayment Date (such terms together are hereinafter referred to as the "MATURITY
DATE" with respect to the principal repayable on such date); PROVIDED, HOWEVER,
that any payment of principal (or premium, if any) or interest, if any, to be
made on any Interest Payment Date or on the Maturity Date that is not a Business
Day (as defined below) shall be made on the next succeeding Business Day (except
that if the Base Rate specified above is LIBOR, and such day falls in the next
succeeding calendar month, such payment will be made on the next preceding
Business Day) as described on the reverse hereof. For purposes of this Security
unless otherwise specified on the face hereof, "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; PROVIDED, HOWEVER, that, with
respect to foreign currency Notes, the day is also not a day on which commercial
banks are authorized or required by law, regulation or executive order to close
in the Principal Financial Center, as defined below, of the country issuing the
specified currency or, if the specified currency is Euro, the day is also a day
on which the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) System is open; provided, further, that, with respect to Notes
as to which LIBOR is an applicable interest rate basis, the day is also a London
Business Day. "London Business Day" means a day on which commercial banks are
open for business (including dealings in the LIBOR Currency in London).

                  "Principal Financial Center" means (i) the capital city of the
country issuing the specified currency or (ii) the capital city of the country
to which the designated LIBOR Currency relates, as applicable, except, in the
case of (i) or (ii) above, that with respect to United States dollars,
Australian dollars, Canadian dollars, New Zealand dollars, Portuguese escudos,
South African rand and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney, Melbourne (solely in the case of the specified
currency), Toronto, Auckland and Wellington (solely in the case of the specified
currency), Lisbon, Johannesburg and Zurich, respectively, and with respect to
euros, the "Principal Financial Center" shall be the "Principal

                                       3

<PAGE>

Financial Center" of such Participating State as is selected (in the case of a
payment) by the payee or (in the case of a calculation) by the calculation
agent. A "Participating State" means Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal, and Spain.

                  Any interest hereon is accrued from, and including, the
next preceding Interest Payment Date in respect of which interest, if any,
has been paid or duly provided for (or from, and including the Original Issue
Date if no interest has been paid or duly provided for) to, but excluding,
the succeeding Interest Payment Date or the Maturity Date, as the case may be
(each an "INTEREST PERIOD"). The interest, if any, so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture (referred to on the reverse hereof), be paid to the person (the
"HOLDER") in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the fifteenth day (whether or not a
Business Day) next preceding such Interest Payment Date (unless other Regular
Record Dates are specified on the face hereof) (each a "REGULAR RECORD
DATE"); PROVIDED, HOWEVER, that, if this Security was issued between a
Regular Record Date and the initial Interest Payment Date relating to such
Regular Record Date, interest, if any, for the period beginning on the
Original Issue Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next succeeding Regular
Record Date to the Holder hereof on such Regular Record Date; and PROVIDED
FURTHER that interest, if any, payable on the Maturity Date will be payable
to the person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for any Interest Payment Day
other than the Maturity Date ("DEFAULTED INTEREST") will forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date
(the "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be
fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to the Holder of this Security not less than ten 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 above, all payments in respect
of this Security will be made in U.S. dollars regardless of the Specified
Currency shown above unless the Holder hereof makes the election described
below. If the Specified Currency shown above is other than U.S. dollars, the
Exchange Rate Agent (referred to on the reverse hereof) will arrange to
convert all payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; PROVIDED, HOWEVER, that the Holder hereof
may, if so indicated above, elect to receive all or a specified portion of
any payment or principal, premium, if any, and/or interest in such Specified
Currency by delivery of a written request to the corporate trust office of
the Trustee in the City of New York on or prior to the applicable Regular
Record Date or at least fifteen calendar days prior to the Maturity, as the
case may be. Such request may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. The Holder hereof may
elect to receive payment in such Specified Currency for all principal,
premium, if any, and interest, if any, payments and need not file a separate
election for each payment. Such election will remain in effect until revoked
by written notice to the Trustee, but written notice of any such revocation
must be received by the Trustee on or prior to the applicable Regular Record
Date or at least fifteen calendar days prior to the Maturity, as the case may
be.

                                       4

<PAGE>

                  Notwithstanding the foregoing, if the Company determines
that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control, the Company will be entitled to satisfy its
obligations to holders of Foreign Currency Notes by making such payment in
U.S. dollars on the basis of the noon buying rate in The City of New York for
cable transfers of the Specified Currency as certified for customs purposes
(or, if not so certified as otherwise determined) by the Federal Reserve Bank
of New York (the "Market Exchange Rate") as computed by the Exchange Rate
Agent on the second Business Day prior to such payment or, if not then
available, on the basis of the most recently available Market Exchange Rate
or as otherwise indicated on the face hereof. Any payment made in United
States dollars under such circumstances shall not constitute an Event of
Default (as defined in the Indenture).

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall be deemed, immediately following such redenomination, to
provide for payment of that amount of redenominated currency representing the
amount of such obligations immediately before such redenomination. Except as
set forth above, in no event shall any adjustment be made to any amount
payable hereunder as a result of any change in the value of the Specified
Currency shown above relative to any other currency due solely to
fluctuations in exchange rates.

                  Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times maintain a Paying
Agent (which Paying Agent may be the Trustee) in The City of New York (which,
unless otherwise specified above, shall be the "Place of Payment"). The
Company has initially appointed Bank One Trust Company, National Association,
at its office in The City of New York as Paying Agent.

                  Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to
the registered address of the Holder hereof; PROVIDED, HOWEVER, that, if (i)
the Specified Currency is U.S. dollars and the Holder hereof is the Holder of
U.S. $10,000,000 or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or
different terms and provisions) or (ii) the Specified Currency is a Foreign
Currency, and the Holder has elected to receive payments in such Specified
Currency as provided for above, such interest payments will be made by check
mailed on the relevant Interest Payment Date to the person entitled thereto
as such address shall appear in the Security Register or, at such Holder's
option, by wire transfer to a bank account maintained by the Holder hereof in
the country of the Specified Currency, but only if appropriate instructions
have been received by the Trustee on or prior to the applicable Regular
Record Date. The principal of this Security if the Specified Currency is a
Foreign Currency, together with interest accrued and unpaid thereon, due at
the Maturity Date shall be paid in immediately available funds upon surrender
of this Security at the corporate trust office of the Trustee in The City of
New York, or, at the Company's option, by wire transfer to such bank account
of immediately available funds to an account with a bank designated at least
fifteen calendar days prior to the Maturity Date by the Holder hereof,
PROVIDED, such bank has appropriate facilities to make such payments and this
Security is presented and surrendered at the office or agency designated by
the Company for such purpose in the borough of Manhattan, The City of New
York, in time for the Trustee to make such payments in such funds in
accordance with its normal procedures. Unless otherwise specified above, the
principal hereof (and premium, if any) and

                                       5

<PAGE>

interest, if any, hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at the office of
the Trustee maintained for that purpose in the Borough of Manhattan, The City
and State of New York (or at such other location as may be specified above).
The Company will pay any administrative costs imposed by banks in making
payments in immediately available funds but, except as otherwise provided
under Additional Amounts above, any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Securities in
respect of which such payments are made.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING,
WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS
SECURITY TO THE COMPANY'S SENIOR INDEBTEDNESS.

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

                                       6

<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Floating
Rate Subordinated Medium-Term Note, Series D, Due from 9 Months to 30 Years
from the Date of Issue to be duly executed under its facsimile corporate seal.

                          JOHN DEERE CAPITAL CORPORATION


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



                          Attest:
                                   --------------------------------------------
                                            Secretary

Dated:                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION
                          This is one of the Securities of the series designated
                          therein referred to in the within-mentioned Indenture

                          BANK ONE TRUST COMPANY, NATIONAL
                          ASSOCIATION, as Trustee


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

                                       7

<PAGE>


                                [REVERSE OF NOTE]

                         JOHN DEERE CAPITAL CORPORATION
                           MEDIUM-TERM NOTE, SERIES D

                  Section 1. GENERAL. This Security is one of a duly
authorized issue of securities (herein called the "SECURITIES") of the
Company, issued and to be issued in one or more series under an indenture,
dated as of March 15, 1997, as it may be supplemented from time to time
(herein called the "INDENTURE"), between the Company and Bank One Trust
Company, National Association (as successor in interest to The First National
Bank of Chicago), Trustee (herein called the "TRUSTEE", which term includes
any successor trustee under the Indenture with respect to a series of which
this Security is a part), to which Indenture and all indentures supplemental
thereto, reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof which is unlimited in
aggregate principal amount.

                  Section 2. PAYMENTS. If the Specified Currency is other
than U.S. dollars and the Holder hereof fails to elect payment in such
Specified Currency, the amount of U.S. dollar payments to be made in respect
hereof will be determined based on the highest bid quotation by the Exchange
Rate Agent specified on the face hereof or a successor thereto (the "EXCHANGE
RATE AGENT") based on the highest bid quotation in The City of New York at
approximately 11:00 A.M. New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company for the purchase by the quoting dealer
of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders
of Securities denominated in a Foreign Currency scheduled to receive U.S.
dollar payments and at which the applicable dealer commits to execute a
contract. If three such bid quotations are not available, payment will be
made in the Specified Currency. All currency exchange costs will be borne by
the Holder of the Security by deductions from such payments.

                  Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to
the imposition of exchange controls or to other circumstances beyond the
Company's control, the Company will be entitled to make payments in U.S.
dollars on the basis of the noon buying rate in The City of New York for
cable transfers of such Specified Currency as certified for customs purposes
(or, if not so certified as otherwise determined) by the Federal Reserve Bank
of New York (the "MARKET EXCHANGE RATE") for such Specified Currency as
computed by the Exchange Rate Agent on the second Business Day prior to the
applicable payment date or, if the Market Exchange Rate is then not
available, on the basis of the most recently available Market Exchange Rate
or as otherwise indicated above.

                  All determinations referred to above made by the Exchange
Rate Agent will be at its sole discretion (except to the extent expressly
provided that any determination is subject to approval by the Company) and,
in the absence of manifest error, will be conclusive for all

<PAGE>

purposes and binding on the Holder of this Security, and the Exchange Rate
Agent will have no liability therefor.

                  All currency exchange costs will be borne by the Company
unless the Holder of this Security has made the election to receive payments
in the Specified Currency. In that case, the Holder shall bear its pro rata
portion of currency exchange costs, if any, by deductions from payments
otherwise due to such Holder.

                  References herein to "U.S. DOLLARS" or "U.S. $" or "$" are
to the currency of the United States of America.

                  Section 3. INTEREST RATE CALCULATIONS. Unless otherwise set
forth on the face hereof, the following provisions of this Section 3 shall
apply to the calculation of interest on this Security. If the first Interest
Reset Date is later than the Original Issue Date, this Security will bear
interest from its Original Issue Date to the first Interest Reset Date at the
Initial Interest Rate set forth on the face hereof. Thereafter, the interest
rate hereon for each Interest Reset Period (as defined below) will be
determined by reference to the Base Rate set forth on the face hereof, as
adjusted by the Spread, the Spread Multiplier or other formula, if any, set
forth on the face hereof.

                  As set forth on the face hereof, this Security may also
have either or both of the following: (i) a maximum limitation, or ceiling,
on the rate at which interest may accrue during any Interest Period (as
defined below) ("MAXIMUM INTEREST RATE"); and (ii) a minimum limitation, or
floor, on the rate at which interest may accrue during any Interest Period
("MINIMUM INTEREST RATE"). In addition to any Maximum Interest Rate that may
be set forth on the face hereof, the interest rate on this Security will in
no event be higher than the maximum rate permitted by New York law, as the
same may be modified by United States law of general application.

                  The rate of interest hereon will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or at another interval (each,
an "INTEREST RESET PERIOD"), as set forth on the face hereof. The date or
dates on which interest will be reset (each, an "INTEREST RESET DATE") will
be, if this Security resets (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (unless the Base Rate set forth on the face hereof is
the Treasury Rate); weekly and if the Base Rate set forth on the face hereof
is the Treasury Rate, the Tuesday of each week (except as provided below);
(iii) monthly, the third Wednesday of each month; (iv) quarterly, the third
Wednesday of March, June, September and December of each year; (v)
semi-annually, the third Wednesday of the two months set forth on the face
hereof; and (vi) annually, the third Wednesday of the month set forth on the
face hereof. If the Base Rate set forth on the face hereof is the Treasury
Rate and a Treasury auction shall fall on the Interest Reset Date for this
Security, then such Interest Reset Date shall instead be the first Business
Day immediately following such Treasury auction. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next succeeding Business Day, except that, if the
Base Rate set forth on the face hereof is LIBOR, if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.

                                       2

<PAGE>

                  The face hereof describes the initial interest rate formula
on each Note. That rate is effective until the following Interest Reset Date.
Thereafter, the interest rate will be the rate determined on each Interest
Determination Date. Each time a new interest rate is determined, it becomes
effective on the subsequent Interest Reset Date. If any Interest Reset Date
is not a Business Day, then the Interest Reset Date is postponed to the next
Business Day, except, in the case of a LIBOR Note, in which case, if the next
Business Day is in the next calendar month, the Interest Reset Date is the
immediately preceding Business Day.

                  The interest payable hereon on each Interest Payment Date
and on the Maturity Date shall be the amount of interest accrued from and
including the Original Issue Date or the last Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, to, but
excluding, the next succeeding Interest Payment Date or the Maturity Date
(each such period, an "INTEREST PERIOD"). If the Maturity Date falls on a day
which is not a Business Day, the payment of principal, premium, if any, and
interest with respect to the Maturity Date will be paid on the next
succeeding Business Day with the same force and effect as if made on the
Maturity Date, and no interest shall accrue on the amount so payable as a
result of such delayed payment. If an Interest Payment Date other than the
Maturity Date falls on a day that is not a Business Day, such Interest
Payment Date will be postponed to the next day that is a Business Day and
interest will accrue for the period of such postponement (except if the Base
Rate specified above is LIBOR, and such day falls in the next succeeding
calendar month, such Interest Payment Date will be advanced to the
immediately preceding Business Day), it being understood that, to the extent
this sentence is inconsistent with Section 112 of the Indenture, the
provisions of this sentence shall apply in lieu of such Section.

                  Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor will be computed by adding the interest factor calculated for each day
in the Interest Period for which accrued interest is being calculated. The
interest factor for each such day is computed by dividing the interest rate
applicable on such day by 360, if the Base Rate set forth on the face hereof
is the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR (as described below), or by the actual number of days in the year, if
the Base Rate set forth on the face hereof is the Treasury Rate or the CMT
Rate (as described below). The interest rate applicable to any day that is an
Interest Reset Date is the interest rate as determined, in accordance with
the procedures hereinafter set forth, with respect to the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date.
The interest rate applicable to any other day is the interest rate for the
immediately preceding Interest Reset Date (or if none, the Initial Interest
Rate, as set forth on the face hereof).

                  All percentages resulting from any calculation with respect
hereto will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (E.G., 7.123455% (or 0.07123455) being rounded to 7.12346% (or
0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or
0.0712345)), and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upwards).

                                       3
<PAGE>

                  Interest will be payable on, if this Security resets (i)
daily, weekly or monthly, the third Wednesday of each month; (ii) quarterly,
the third Wednesday of March, June, September and December of each year;
(iii) semi-annually, the third Wednesday of the two months set forth on the
face hereof; and (iv) annually, the third Wednesday of the month set forth on
the face hereof (each, an "INTEREST PAYMENT DATE"), and in each case, on the
Maturity Date.

                  If the Base Rate set forth on the face hereof is the CD
Rate, the CMT Rate or the Commercial Paper Rate, the Interest Determination
Date will be the second Business Day before such Interest Reset Date; if the
Base Rate set forth on the face hereof is LIBOR, the Interest Determination
Date will be the second London Business Day immediately preceding such
Interest Reset Date (except in the case of Sterling LIBOR Notes the Interest
Determination Date will be the Interest Reset Date); and if the Base Rate set
forth on the face hereof is the Treasury Rate, the Interest Determination
Date will be the day of the week in which such Interest Reset Date falls on
which Treasury bills of the Index Maturity (as defined below) would normally
be auctioned. Treasury bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held
on the preceding Friday. If an auction is held on the preceding Friday, such
Friday will be the Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week. If the Base Rate set forth
on the face hereof is the Eleventh District Cost of Funds Rate, the Interest
Determination Date is the last Business Day of the month immediately
preceding the applicable Interest Reset Date in which the Federal Home Loan
Bank of San Francisco published the index.

                  If the Base Rate set forth on the face hereof is the
Federal Funds Rate or the Prime Rate, the Interest Determination Date will be
the first Business Day preceding such Interest Reset Date.

                  If the interest rate of this Security is determined by
reference to two or more Interest Rate Bases specified on the face hereof,
the Interest Determination Date will be the most recent Business Day which is
at least two Business Days prior to the applicable Interest Reset Date on
which each Interest Reset Basis is determinable.

                  Unless otherwise set forth on the face hereof, the
"CALCULATION DATE", where applicable, pertaining to an Interest Determination
Date is the earlier of (i) the tenth calendar day after such Interest
Determination Date, or if any such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.

                  The Company will appoint and enter into an agreement with
an agent (a "CALCULATION AGENT") to calculate the rate of interest on the
Securities of this series which bear interest at a floating rate. Unless
otherwise set forth on the face hereof, the paying agent will be the
Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if different, the interest
rate that will become effective on the next Interest Reset Date.

                                       4

<PAGE>

                  Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination Date, the rate
of interest shall be the rate determined by the Calculation Agent in
accordance with the provisions of the applicable heading below.

                  DETERMINATION OF CD RATE. If the Base Rate set forth on the
face hereof is the CD Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
CD Rate and the Spread, Spread Multiplier or other formula, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the "CD
RATE" means, with respect to any Interest Determination Date pertaining
thereto, the rate on such date for negotiable U.S. dollar certificates of
deposit having the Index Maturity set forth on the face hereof as published
in H.15(519) (as defined below) under the caption "CDS (SECONDARY MARKET)"
or, if not yet published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable U.S. dollar
certificates of deposit having the Index Maturity set forth on the face
hereof as published in H.15 Daily Update (as defined below), or such other
recognized electronic source used for the purpose of displaying such rate,
under the caption "CDs (secondary market)". If by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date
such rate is not yet published in either H.15(519) or in H.15 Daily Update or
another recognized electronic source, the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent as the average
of the secondary market offered rates as of 10:00 A.M., New York City time,
on such Interest Determination Date, of three leading non-bank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable U.S. dollar certificates of
deposit of major United States money center banks with a remaining maturity
closest to the Index Maturity set forth on the face hereof in an amount that
is representative for a single transaction in such market at such time
PROVIDED, HOWEVER, that, if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the interest
rate for the period commencing on the Interest Reset Date following such
Interest Determination Date will be the interest rate in effect on such
Interest Determination Date.

                  "H.15(519)" means the weekly statistical release designated
as such, or any successor publication, published by the Board of Governors of
the Federal Reserve System.

                  "H.15 Daily Update" means the daily update of H.15(519),
available through the world-wide-web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/h15/update,
or any successor site or publication.

                  DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate
set forth on the face hereof is the Commercial Paper Rate, this Security will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to the Commercial Paper Rate and the Spread, Spread Multiplier
or other formula , if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "COMMERCIAL PAPER RATE" means, with respect to
any Interest Determination Date pertaining thereto, the Money Market Yield
(as defined below) of the rate on such date for commercial paper having the
Index Maturity set forth on the face hereof, as such rate shall be published
in H.15(519) under the caption "COMMERCIAL PAPER NONFINANCIAL" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Commercial Paper Rate
shall be the

                                       5
<PAGE>

Money Market Yield of the rate on such Interest Determination Date for
commercial paper having the Index Maturity as published in H.15 Daily Update
or such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Commercial Paper -- Nonfinancial;". If by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date such rate is not yet published in either H.15(519) or in
H.15 Daily Update or another recognized electronic source, the Commercial
Paper Rate on such Interest Determination Date shall be calculated by the
Calculation Agent as the Money Market Yield of the average of the offered
rates at approximately 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers of U.S. dollar commercial paper
in The City of New York selected by the Calculation Agent for commercial
paper having the Index Maturity placed for industrial issuers whose bond
rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization; PROVIDED, HOWEVER, that, if fewer than three dealers
selected by the Calculation Agent are quoting as mentioned in this sentence,
the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.

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

          MONEY MARKET YIELD      =       D X 360          X     100
                                          -------
                                       360 - (D X M)

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

                  DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and the Spread, Spread Multiplier or
other formula, if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "FEDERAL FUNDS RATE" means, with respect to any
Interest Determination Date pertaining thereto, the rate on such date for
U.S. dollar federal funds as published in H.15(519) under the caption
"FEDERAL FUNDS (EFFECTIVE)" and displayed on Telerate (as defined below) on
page 120 (or any other page as may replace such page on such service)
("Telerate Page 120") or, if not yet published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate will be the rate on such Interest Determination Date,
for U.S. dollar federal funds as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such
rate, under the caption "Federal Funds (Effective)". If, by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date such rate does not appear on Telerate Page 120 or is not
yet published or displayed in either H.15(519) or H.15 Daily Update or
another recognized electronic source, the Federal Funds Rate for such
Interest Determination Date will be calculated by the Calculation Agent and
will be the average of the rates for the last transaction in overnight U.S.
Dollar Federal Funds arranged by three leading brokers of U.S. Dollar Federal
Funds transactions in The City of New York as of 9:00 A.M., New York City
time, on such Interest Determination Date and such brokers will be selected
by the Calculation Agent, PROVIDED, HOWEVER, that, if fewer than three
brokers selected by the Calculation Agent are quoting as

                                       6

<PAGE>

mentioned in this sentence, the interest rate for the period commencing on
the Interest Reset Date following such Interest Determination Date will
remain the interest rate in effect on such Interest Determination Date.

                  DETERMINATION OF LIBOR. If the Base Rate set forth on the
face hereof is LIBOR, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to LIBOR and the
Spread, Spread Multiplier or other formula, if any, set forth on the face
hereof. With respect to Securities indexed to the London interbank offered
rate for U.S. dollar deposits, unless otherwise set forth on the face hereof,
"LIBOR" means the rate determined by the Calculation Agent in accordance with
the following provisions:

                  (i) If LIBOR-Reuters is specified on the face hereof, LIBOR
will be the average of the offered rates calculated by the Calculation Agent,
or the offered rate, if the Designated LIBOR Page by its terms provides only
for a single rate, for deposits in the LIBOR Currency having the Index
Maturity set forth on the face hereof, on the applicable Interest Reset Date,
as such rates appears (or, if only a single rate is required as aforesaid
appears) 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.

                  (ii) If LIBOR-Telerate is specified on the face hereof, or
if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face
hereof, LIBOR will be the rate for deposits in the LIBOR Currency having the
Index Maturity designated on the face hereof, commencing on the applicable
Interest Reset Date, as such rate appears on the Designated LIBOR Page as of
11:00 A.M., London time, on that Interest Determination Date. If fewer than
two such offered rates so appear, or if no such rate so appears, as
applicable, LIBOR on that Interest Determination Date shall be determined in
accordance with the provisions described in clause (iii) below.

                  (iii) With respect to an Interest Determination Date on
which fewer than two offered rates appear or if no rate appears on the
applicable Designated LIBOR Page as specified on clause (i) or (ii) above,
the Calculation Agent will determine LIBOR as follows: on the basis of the
offered rates at which deposits in the LIBOR Currency having the Index
Maturity specified on the face hereof on the Interest Determination Date and
in a principal amount that is representative of a single transaction in that
market at that time are offered by four major reference banks in the London
interbank market commencing on the applicable Interest Reset Note to prime
banks in the London interbank market at approximately 11:00 A.M., London
time, on the Interest Determination Date and in a principal amount that is
representative for a single transaction in the LIBOR Currency in such market
at such time. The Calculation Agent will select the four banks and request
the principal London offices of each of those banks to provide a quotation of
its rate for deposits in the LIBOR Currency. If at least two quotations are
provided, LIBOR for that Interest Determination Date will be the average of
those quotations. If fewer than two quotations are provided as mentioned
above, LIBOR will be rate calculated by the Calculation Agent as the average
of the rates quoted by three major banks in the Principal Financial Center at
approximately 11:00 A.M. in such Principal Financial Center, on such Interest
Determination Date for loans to leading European banks in the LIBOR Currency
having the Index Maturity designated on the face hereof and in a principal
amount that is representative for a single transaction in the LIBOR Currency
in that market at that time. The Calculation

                                       7

<PAGE>

Agent will select the three banks referred to above; PROVIDED, HOWEVER, that,
if fewer than three banks selected by the calculation agent are quoting as
mentioned above, LIBOR will remain LIBOR then in effect on the Interest
Determination Date.

         "LIBOR Currency" means the currency specified on the face hereof as
to which LIBOR shall be calculated or, if no such currency is specified on
the face hereof, United States dollars.

         "Designated LIBOR Page" means: if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or
any successor service) on the page specified on the face hereof (or any other
page as may replace such page on such service) for the purpose of displaying
the London interbank rates of major banks for the LIBOR Currency; or if
"LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method of
calculating LIBOR, the display on Bridge Telerate, Inc. (or any successor
service, "Telerate") on the page specified on the face hereof (or any other
page as may replace such page on such service) for the purpose of displaying
the London interbank rates of major banks for the LIBOR Currency.

                  DETERMINATION OF PRIME RATE. If the Base Rate set forth on
the face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread, Spread Multiplier or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"PRIME RATE" means, with respect to any Interest Determination Date
pertaining thereto, the rate on such date as published in H.15(519) by 3:00
P.M., New York City Time, under the caption "BANK PRIME LOAN" or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date,
the rate on such Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "Bank Prime Loan" or if the rate is
not published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on the Calculation Date,
then the calculation agent will determine the Prime Rate to be the average of
the rates of interest publicly announced by each bank that appears on the
Reuters Monitor Money Rates Service screen designated as "US PRIME 1 Page (as
defined below)" as that bank's prime rate or base lending rate as in effect
as of 11:00 A.M., New York City time, for that Interest Determination Date,
or, if fewer than four rates appear on the Reuters Screen US PRIME 1 Page on
the Interest Determination Date, then the Prime Rate will be the average 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 the Interest Determination Date by three major banks in the City
of New York selected by the calculation agent; PROVIDED, HOWEVER, that if the
banks selected by the calculation agent are not quoting as mentioned above,
the Prime Rate will remain the Prime Rate then in effect on the Interest
Determination Date.

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

                  DETERMINATION OF TREASURY RATE. If the Base Rate set forth
on the face hereof is the Treasury Rate, this Security will bear interest for
each Interest Reset Period at the interest

                                       8

<PAGE>

rate calculated with reference to the Treasury Rate and the Spread, Spread
Multiplier or other formula, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, the "Treasury Rate" means, with
respect to any Interest Determination Date pertaining thereto, the rate set
at the auction of direct obligations of the United States ("Treasury Bills")
having the Index Maturity set forth on the face hereof, under the caption
"INVESTMENT RATE" on the display on Telerate (or any successor service) on
page 56 (or any other page as may replace such page on such service)
("Telerate Page 56") or page 57 (or any other page as may replace such page
on such service) ("Telerate Page 57") by 3:00 P.M., New York City time, on
the Calculation Date for that Interest Determination Date, or, if the rate is
not so published by 3:00 P.M., New York City time, on the Calculation Date,
the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the
rate for the applicable Treasury Bills as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption: "U.S. Government Securities/Treasury
Bills/Auction High", or, if such rate is not so published in the H.15 Daily
Update by 3:00 P.M., New York City time, on the Calculation Date, the
Treasury Rate will be Bond Equivalent Yield of the auction rate of the
applicable Treasury Bills announced by the United States Department of the
Treasury, or, if the rate is not yet published or announced by the United
States Department of the Treasury by 3:00 P.M., New York City time, or if the
auction is not held, than the Treasury Rate will be the Bond Equivalent Yield
of the rate on the applicable Interest Determination Date of Treasury Bills
having the Index Maturity specified on the face hereof published in H.15(519)
under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market," or, if such rate is not published in H.15(519) by 3:00 P.M., New
York City time, on the related Calculation Date, then the Treasury Rate will
be the rate on the applicable Interest Determination Date of the applicable
Treasury Bills as published in H.15 Daily Update, or such other recognized
electronic sources used for the purpose of displaying the applicable rate,
under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market," or, if such rate is not so published in H.15(519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York City time, on
the related Calculation Date, then the Calculation Agent will determine the
Treasury Rate to be the Bond Equivalent Yield of the average 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 selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; PROVIDED HOWEVER, that if fewer then
three dealers selected by the Calculation Agent are quoting as mentioned
above, the Treasury Rate will remain Treasury Rate in effect on that Interest
Determination Date.

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

                                             D x N
                 BOND EQUIVALENT YIELD = ------------- 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 reset period for which interest is being calculated.


                                      9
<PAGE>

                  DETERMINATION OF CMT RATE. If the Base Rate set forth on
the face hereof is the CMT Rate, this Security will bear interest for each
Interest Reset Period at the Interest Rate calculated with reference to the
CMT Rate and the Spread, Spread Multiplier, or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"CMT RATE" means,

     (1)  if CMT Telerate Page 7051 is specified on the face hereof

the percentage equal to the yield for United States Treasury securities at
"constant maturity": having the Index Maturity specified on the face hereof
as published in H.15(519) under the caption "Treasury Constant Maturities,"
as such yield is displayed on Telerate (or any successor service), on page
7051 (or any other page as may replace page 7051 on that service) ("Telerate
Page 7051"), for the applicable Interest Determination Date, or, if the above
rate does not appear on Telerate Page 7051, the percentage equal to the yield
for United States Treasury securities at "constant maturity" having the Index
Maturity specified on the face hereof and for the applicable Interest
Determination Date as published in H.15(519) under the caption "Treasury
Constant Maturities," or, if the above rate does not appear on Telerate Page
7051 or is not yet published in H.15(519), the rate on the applicable
Interest Determination Date for the period of the Index Maturity specified on
the face hereof as may then be published by either the Federal Reserve System
Board of Governors or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate which would
otherwise have been published in H.15(519), or, if that rate is not
published, then the CMT rate will be calculated by the Calculation Agent as a
yield to maturity based on the average of the secondary market bid prices at
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 The City of New York, (each, a reference dealer),
selected by the Calculation Agent from five such reference 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 United States Treasury securities with an original maturity equal
to the Index Maturity specified on the face hereof, a remaining term to
maturity no more than 1 year shorter than the Index Maturity specified on the
face hereof and in a principal amount that is representative for a single
transaction in the securities in the market at that time, or if fewer than
five but more than two of the prices referred to above are provided as
requested on the Interest Determination Date, then the CMT rate will be the
average of the bid prices obtained and neither the highest nor the lowest of
the quotations shall be eliminated, or, if fewer then three prices referred
to above are provided as requested on the Interest Determination Date, then
the CMT rate will be calculated as a yield to maturity based on the average
of the secondary market bid prices as of approximately 3:30 P.M., New York
City time, on the applicable Interest Determination Date of three reference
dealers selected by the Calculation Agent from five reference dealers
selected by the Calculation Agent and eliminating the highest quotation or,
in the event of equality, one of the highest and the lowest quotation or, in
the event of equality, one of the lowest, for United States Treasury
securities with an original maturity greater than the Index Maturity
specified on the face hereof, a remaining term to maturity closest to the
Index Maturity specified on the face hereof and in a principal amount that is
representative for a single transaction in securities in the market at that
time, or, if fewer than five but more than two prices referred to above are
provided as requested on the Interest Determination Date, then the CMT rate
will be the average of the bid prices obtained and neither the highest nor
the lowest of the quotations will be eliminated, or, if fewer than three
prices


                                      10
<PAGE>

referred to above are provided as requested, the CMT rate will then be the
CMT rate in effect on the applicable Interest Determination Date.

     (2)  if CMT Telerate Page 7052 is specified on the face hereof:

the percentage equal to the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at "constant
maturity" having the Index Maturity specified on the face hereof as published
in H.15(519) opposite the caption "Treasury Constant Maturities," as the
yield is displayed on Telerate (or any successor service), on page 7052 (or
any other page as may replace that specified page on that service) ("Telerate
Page 7052"), for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the related Interest
Determination Date falls, or, if the above rate is not published on Telerate
Page 7052, then the CMT rate will be the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States
Treasury securities at "constant maturity" having the Index Maturity
specified on the face hereof and for the week or month, as applicable,
preceding such Interest Determination Date as published in H.15 (519)
opposite the caption "Treasury Constant Maturities" or if the above rate is
not published on Telerate Page 7052 or is not yet published in H.15 (519),
for the one week or one month, as specified on the face hereof, then the CMT
Rate will be the average yield for United States Treasury Securities at
"constant maturity" having the Index Maturity specified on the face hereof,
as otherwise announced by the Federal Reserve Bank of New York for the week
or month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related Interest Determination Date falls, or, if
the Federal Reserve Bank of New York does not publish the rate referred to
above, then the CMT rate will be calculated by the Calculation Agent as a
yield to maturity based on the average of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three reference dealers selected by the Calculation
Agent from five reference dealers selected by the Calculation Agent and
eliminating the highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original maturity equal
to the Index Maturity specified on the face hereof, a remaining term to
maturity no more than 1 year shorter than the Index Maturity specified on the
face hereof and in a principal amount that is representative for a single
transaction on the securities in the market at that time, or, if fewer than
five but more than two of the prices referred to above are provided as
requested, on the Interest Determination Date then the CMT rate will be the
average of the bid prices obtained and neither the highest nor the lowest of
the quotations shall be eliminated, or, if fewer then three prices referred
to above are provided as requested, then the Calculation Agent will determine
the CMT rate to be a yield to maturity based on the average of the secondary
market bid prices as of approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three reference dealers selected by
the Calculation Agent from five reference dealers selected by the Calculation
Agent and eliminating the highest quotation, or, in the event of equality,
one of the highest and the lowest quotation or in the event of equality, one
of the lowest, for United States Treasury securities with an original
maturity greater than the Index Maturity specified on the face hereof, a
remaining term to maturity closest to such Index Maturity specified on the
face hereof and in a principal amount that is representative for a single
transaction in the securities in the market at the time, or, if fewer than
five but more than two prices referred to above are provided as requested, on
the Interest Determination Date then the CMT Rate will be the average of the
bid prices obtained


                                      11
<PAGE>

and neither the highest nor the lowest of the quotations will be eliminated,
or, if fewer than three prices referred to above are provided as requested,
the CMT rate will be the CMT rate in effect on the applicable interest
determination date.

         If two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to such Index Maturity the quotes for the
United States Treasury security with the shorter original remaining term to
maturity will be used.

                  DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE. If
the Base Rate set forth on the face hereof is the Eleventh District Cost of
Funds Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the Eleventh District Cost
of Funds Rate and the Spread, Spread Multiplier or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"Eleventh District Cost of Funds Rate" for any Interest Determination Date
with respect thereto is the rate equal to the monthly weighted average cost
of funds for the month preceding the Interest Determination Date as displayed
on the Telerate Page 7058 (or any other page as may replace that specified
page on that service) as of 11:00 A.M., San Francisco time, on the
Calculation Date for that Interest Determination Date under the caption "11th
District;" or if the rate is not displayed on the relevant page as of 11:00
A.M., San Francisco time, on the Calculation Date, then the Eleventh District
Cost of Funds Rate will be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District, as
announced by the Federal Home Loan Bank of San Francisco as the cost of
funds, for the calendar month preceding the date of announcement, or if no
announcement was made relating to the calendar month preceding the Interest
Determination Date, the Eleventh District Cost of Funds Rate will remain the
Eleventh District Cost of Funds Rate then in effect on the Interest
Determination Date.

                  Section 4. REDEMPTION. If so specified on the face hereof,
the Company may at its option redeem this Security in whole or from time to
time in part in increments of $1,000 (provided that any remaining principal
amount of this Security shall not be less than the Minimum Denomination
specified on the face hereof) on or after the date designated as the Initial
Redemption Date on the face hereof at 100% of the unpaid principal amount
hereof or the portion thereof redeemed (or, if this Security is a Discount
Security, such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage specified on the face hereof, together with
accrued interest, if any, to the Redemption Date. Such Initial Redemption
Percentage shall decline at each anniversary of the Initial Redemption Date
by an amount equal to the Annual Redemption Percentage Reduction until the
redemption price is 100% of the unpaid principal amount hereof. The Company
may exercise such option by causing the Trustee to mail a notice of such
redemption at least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof. If less than all
of the Securities with like tenor and terms to this Security are to be
redeemed, the Securities to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate. However, if less
than all the Securities of the series, of which this Security is a part, with
differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular
Securities to be

                                       12

<PAGE>

redeemed and shall notify the Trustee and the paying agent thereof at least
45 days prior to the relevant redemption date.

                  Section 5. REPAYMENT. If so specified on the face hereof,
this Security shall be repayable prior to the Stated Maturity Date at the
option of the Holder on each applicable Optional Repayment Date shown on the
face hereof at a repayment price equal to 100% of the principal amount to be
repaid, together with accrued interest, if any, to the Repayment Date. In
order for this Security to be repaid, the Trustee must receive at least 30
but not more than 60 days prior to an Optional Repayment Date, this Security
with the form attached hereto entitled "OPTION TO ELECT REPAYMENT" duly
completed. Any tender of this Security for repayment shall be irrevocable.
The repayment option may be exercised by the Holder of this Security in whole
or in part in increments of $1,000 (provided that any remaining principal
amount of this Security shall not be less than the Minimum Denomination
specified on the face hereof). Upon any partial repayment, this Security
shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

                  Section 6. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.

                  Section 7. DISCOUNT SECURITIES. If this Security, (such a
Security being referred to as a "DISCOUNT SECURITY") (a) has been issued at
an Issue Price lower, by more than a DE MINIMIS amount (as determined under
United States federal income tax rules applicable to original issue discount
instruments), than the principal amount hereof and (b) would be considered an
original issue discount security for United States federal income tax
purposes, then the amount payable on this Security in the event of redemption
by the Company, repayment at the option of the Holder or acceleration of the
maturity hereof, in lieu of the principal amount due at the Stated Maturity
Date hereof, shall be the Amortized Face Amount (as defined below) of this
Security as of the date of such redemption, repayment or acceleration. The
"AMORTIZED FACE AMOUNT" of this Security shall be the amount equal to the sum
of (a) the Issue Price (as set forth on the face hereof) plus (b) the
aggregate of the portions of the original issue discount (the excess of the
amounts considered as part of the "stated redemption price at maturity" of
this Security within the meaning of Section 1273(a)(2) of the Internal
Revenue Code of 1986, as amended (the "CODE"), whether denominated as
principal or interest, over the Issue Price of this Security) which shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard
to Section 1272(a)(7) of the Code) from the date of issue of this Security to
the date of determination, minus (c) any amount considered as part of the
"stated redemption price at maturity" of this Security which has been paid on
this Security from the date of issue to the date of determination.

                  Section 8. MODIFICATION AND WAIVERS; SUBORDINATION;
OBLIGATION OF THE COMPANY ABSOLUTE. 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. Such amendment may be effected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of all Outstanding
Securities affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal amount of the
Outstanding Securities at the time, on behalf of the Holders of all
Outstanding Securities, to

                                       13

<PAGE>

waive compliance by the Company with certain provisions of the Indenture.
Provisions in the Indenture also permit the Holders of not less than a
majority in principal amount of all Outstanding Securities of any series to
waive on behalf of all of the Holders of Securities of such series certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon the Holder of this Security and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                  The indebtedness evidenced by the Securities is, to the
extent and in the manner set forth in the Indenture, expressly subordinated
and subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to such provisions of the
Indenture. Each Holder of this Security, by accepting the same, agrees to and
shall be bound by such provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate such subordination as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.

                  No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place
and rate, and in the Currency herein prescribed.

                  Section 9. DEFEASANCE AND COVENANT DEFEASANCE. The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply
to this Security, unless otherwise specified on the face hereof.

                  Section 10. MINIMUM DENOMINATIONS. Unless otherwise
provided on the face hereof, this Security is issuable only in registered
form without coupons in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. Dollars or is a Discount
Security, this Security shall be issuable in the denominations set forth on
the face hereof.

                  Section 11. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth,
the transfer of this Security is registrable in the Security Register upon
surrender of this Security for registration of transfer at a Place of Payment
for the series of Securities of which this Security forms a part, 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 his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.

                  If the registered owner of this Security is the Depository
(such a Security being referred to as a "GLOBAL SECURITY"), and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 60 days following
notice to the Company, or (ii) an Event of Default occurs, the Company will

                                       14

<PAGE>

issue Securities in certificated form in exchange for this Global Security.
In addition, the Company may at any time, and in its sole discretion,
determine not to have Securities represented by a Global Security and, in
such event, will issue Securities in certificated form in exchange in whole
for this Global Security. In any such instance, an owner of a beneficial
interest in this Global Security will be entitled to physical delivery in
certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $1,000 (or
such other Minimum Denomination specified on the face hereof by the Company)
or any amount in excess thereof which is an integral multiple of $1,000 (or
such Minimum Denomination) and will be issued in registered form only,
without coupons.

                  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 Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.

                  Section 12. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.

                  Section 13. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

                  Section 14. GOVERNING LAW. This Security shall be governed
by and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.

                                       15

<PAGE>

                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably requests and instructs
the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the Optional Repayment Date first occurring after
the date of receipt of the within Security as specified below (the "REPAYMENT
DATE"), at a Repayment Price equal to 100% of the principal amount thereof,
together with interest thereon accrued to the Repayment Date, to the
undersigned at:

_______________________

_______________________

(Please Print or Type Name and Address of the Undersigned.)

                  FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS
SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED
AT LEAST 30 BUT NOT MORE THAN 60 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF
SUCH REPAYMENT DATE IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY)
BY THE COMPANY AT ITS OFFICE OR AGENCY IN THE CITY OF NEW YORK, WHICH WILL BE
LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE AT C/O BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION, 153 WEST 51ST STREET, NEW YORK, NEW YORK, 10019,
ATTENTION: CORPORATE TRUST ADMINISTRATION.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000
or an integral multiple thereof) which is to be repaid: $_____.

                  If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to
be issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
PROVIDED that any remaining principal amount of this Security shall not be
less than the minimum denomination of such Security): $_____.

Dated:  _______________
                           ____________
                           Note: The signature to this Option to Elect Repayment
                           must correspond with the name as written upon the
                           face of the within Security in every particular
                           without alterations or enlargement or any change
                           whatsoever.

                                       16

<PAGE>

                                   ----------

                                  ABBREVIATIONS


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

                  TEN COM - as tenants in common


                  TEN ENT - as tenants by the entireties


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


                  UNIF GIFT MIN ACT - ............Custodian............
                                         (Cust.)              (Minor)
                            Under Uniform Gifts to Minors Act

                                      .................................
                                         (State)


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


                                   ----------

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


PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

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


-------------------------------------------------------------------
      Please print or type name and address, including zip code of assignee

_______________________________________
the within Security of JOHN DEERE CAPITAL CORPORATION and all rights
thereunder and does hereby irrevocably constitute and appoint

_____________________________________________________________________Attorney
to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.

Dated ________________


SIGNATURE GUARANTEED:               ________________________________

____________________

                                                    __________

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


                                       17