<PAGE>

                                                                     EXHIBIT 4.2

                                 [FACE OF NOTE]

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT
No. FL -

                         JOHN DEERE CAPITAL CORPORATION
                           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
STATED MATURITY DATE:                                            Reset Date:

INITIAL INTEREST RATE:                                           OPTION TO ELECT REPAYMENT: / / YES / / NO

BASE RATE:                                                       OPTIONAL REPAYMENT DATE[S]:
  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                        INITIAL REDEMPTION PERCENTAGE:
                    / / Weekly Average
                    / / Monthly Average                          ANNUAL REDEMPTION PERCENTAGE REDUCTION:

INDEX MATURITY:                                                  MINIMUM DENOMINATION:
                                                                 / / $1,000
SPREAD (PLUS OR MINUS):                                          / / Other:

SPREAD MULTIPLIER:                                               SPECIFIED CURRENCY:
                                                                 United States Dollars:
CALCULATION AGENT:                                               / / YES / / NO
                                                                 FOREIGN CURRENCY:
CALCULATION DATE:
                                                                 OPTION TO RECEIVE PAYMENTS
SINKING FUND:                                                    IN SPECIFIED CURRENCY
                                                                 OTHER THAN U.S. DOLLARS:
MAXIMUM INTEREST RATE:                                           / / YES / / NO

MINIMUM INTEREST RATE:                                           EXCHANGE RATE AGENT

INTEREST DETERMINATION DATE:                                     REFERENCE BANKS:

INTEREST RESET PERIOD:                                           ADDITIONAL AMOUNTS:

INTEREST RESET DATES:                                            DEFEASANCE: / / YES / / NO

INTEREST PAYMENT PERIOD:                                         COVENANT DEFEASANCE: / / YES / / NO

INTEREST PAYMENT DATES:                                          OTHER/DIFFERENT PROVISIONS:

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 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.


                                       3
<PAGE>

          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.

          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).


                                       4
<PAGE>

          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 The Chase Manhattan Bank (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 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.

          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.


                                       5
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Floating Rate
Medium-Term Note, Series D, Due 9 Months to 30 Years from 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

                                        THE CHASE MANHATTAN BANK,
                                        as Trustee

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


                                       6
<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 The Chase Manhattan Bank (successor by merger to The
Chase Manhattan Bank (National Association)), 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:

                                            D X 360
                    MONEY MARKET YIELD = ------------- 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; 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 Securities are unsecured and rank PARI PASSU with all other
unsecured and unsubordinated indebtedness of the Company.

          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 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


                                       14
<PAGE>

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 450 WEST 33RD STREET, NEW YORK, NEW YORK 10001-2697.

          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