Unassociated Document


    Exhibit
      4(j)


     

    FORM
      OF PERMANENT GLOBAL
      FLOATING RATE BEARER NOTE 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    
      	
            	
            	
            	
            
	BEARER	  	BEARER	 
	No.
              PGFL	  	[            	]1
	 	  	[            	]2


    

     

    THIS
      SECURITY IS A PERMANENT GLOBAL
      BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR THE RIGHTS ATTACHING TO THIS
      NOTE
      AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER
      NOTES OR IF SO PROVIDED HEREIN REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL
      AGENCY AGREEMENT (AS DEFINED BELOW). 

     

    ANY
      UNITED STATES PERSON WHO HOLDS
      THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
      TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a)
      OF
      THE INTERNAL REVENUE CODE. 

     

    UNLESS
      AND UNTIL IT IS EXCHANGED IN
      WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN REGISTERED
      NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
      DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
      TO
      THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
      ANY
      SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITARY. 

    

    
      	1	Insert
              Principal Amount.



    

    
      	2	Insert
              Optional Payment Amount if the Note has
              dual-currency feature. 


    

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    EURO
      MEDIUM-TERM NOTE


    (Floating
      Rate)


     

    SERIES:
      

     

    
      	
            	
            	
            	
            	
            	
            	
            
	
              ISIN:

               

              COMMON
                CODE:

               

              ORIGINAL
                ISSUE
                DATE:

               

              MATURITY
                DATE:

               

              PRINCIPAL
                AMOUNT IN SPECIFIED
                CURRENCY:

               

              INTEREST
                CALCULATION:

              [    ] Regular
                Floating Rate
                Note

              [    ] Inverse
                Floating Rate
                Note

              [    ] Other
                Floating Rate

               

              INTEREST
                RATE
                BASIS:

              [    ] CD
                Rate

              [    ] Commercial
                Paper Rate

              [    ] Eleventh
                District Cost of Funds
                Rate

              [    ] Federal
                Funds Rate

              [    ] LIBOR

              [    ] EURIBOR

              [    ] Treasury
                Rate

              [    ] Prime
                Rate

              [    ] Other

               

              SPREAD
                (PLUS OR
                MINUS):

               

              SPREAD
                MULTIPLIER:

               

              INDEX
                MATURITY:

            	 	
              IF
                INTEREST RATE BASIS IS
                LIBOR, INDEX CURRENCY:

               

              DESIGNATED
                LIBOR
                PAGE:

              [    ]
                Reuters
                Page:            
                

              [    ]
                Telerate
                Page:            

               

              MAXIMUM
                INTEREST
                RATE:

               

              MINIMUM
                INTEREST
                RATE:

               

              INTEREST
                PAYMENT
                PERIOD:

               

              INTEREST
                PAYMENT
                DATE(S):

               

              INITIAL
                INTEREST
                RATE:

               

              INTEREST
                RESET
                PERIOD:

               

              INTEREST
                RESET
                DATES:

               

              INTEREST
                DETERMINATION
                DATE:

               

              REGULAR
                RECORD DATES (if
                any):

            	 	
              DAY
                COUNT
                FRACTION

              [    ] Actual/3653

              [    ] Actual/Actual

              [    ] Actual/Actual
                (ISDA)

              [    ] Actual/365
                (Fixed)

              [    ] Actual/365
                (Sterling)

              [    ] Actual/3604

              [    ] 30/360

              [    ] 360/360

              [    ] Bond
                Basis

              [    ] 30E/360

              [    ] Eurobond
                Basis

              [    ] (Other)

               

              CALCULATION
                AGENT:

               

              ISSUER
                OPTIONAL REDEMPTION
                DATE:

               

              NOTEHOLDER
                OPTIONAL REDEMPTION
                DATE:

               

              OPTIONAL
                REPAYMENT:

               

              FACE
                AMOUNT
                CURRENCY:

               

              OPTION
                VALUE CALCULATION
                AGENT:

               

              OPTIONAL
                PAYMENT
                CURRENCY:

               

              OPTION
                ELECTION
                DATES:

               

              DESIGNATED
                EXCHANGE
                RATE:

            	 	
              CURRENCY
                BASE
                RATE:

               

              DETERMINATION
                AGENT:

               

              INITIAL
                MATURITY
                DATE:

               

              ELECTION
                DATE

               

              FINAL
                MATURITY
                DATE:

               

              AVAILABILITY
                OF REGISTERED
                NOTES:

               

              IF
                THIS NOTE IS EXCHANGEABLE
                DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE
                NOTES:

               

              DENOMINATIONS
                OF DEFINITIVE
                NOTES (if not as set forth herein):

               

              DENOMINATIONS:

               

              REDENOMINATION:

               

              LISTING:

               

              TAX
                REDEMPTION
                DATE:

               

              ADDENDUM
                ATTACHED:

               

              OTHER
                PROVISIONS:

               

              RANKING:

              [    ] Senior

              [    ] Subordinated

            


    

    

    
      	3	Floating
              Rate Notes denominated in any specified
              currency other than U.S. Dollars or Sterling



    

    
      	4	Floating
              Rate U.S. Dollar Denominated Notes
              


    

     

    2


    General
      Electric Capital Corporation
      (together with its successors and assigns, the “Company”), for value received,
      hereby promises to pay to the holder hereof upon surrender hereof, the principal
      sum (or Face Amount, if the Note has a dual-currency or index feature) specified
      in Schedule A-1 hereto on the Maturity Date specified above (except to the
      extent redeemed or repaid prior to the Maturity Date) or in accordance with
      the
      Amortization Schedule set out in Schedule A-2 hereto and to pay interest thereon
      to the bearer at the interest rate per annum calculated in accordance with
      the
      terms hereof from the Original Issue Date specified above until the principal
      hereof is paid or duly made available for payment (except as provided below),
      in
      arrears monthly, quarterly, semiannually or annually as specified above as
      the
      Interest Payment Period on each Interest Payment Date (as specified above),
      commencing with the first Interest Payment Date next succeeding the Original
      Issue Date specified above, and on the Maturity Date (or any other redemption
      or
      repayment date specified above); provided, however, that each of
      Euroclear Bank, S.A./N.V., as operator of the Euroclear System, and Clearstream
      Banking, société anonyme (“Clearstream, Luxembourg”), or any other recognized or
      agreed clearing system, shall be deemed a holder of this Note with respect
      to
      the portion hereof held for its respective account; and provided further,
however, that if the Original Issue Date occurs between a date that
      is 15
      days prior to the next succeeding Interest Payment Date and such Interest
      Payment Date, interest payments will commence on the second Interest Payment
      Date succeeding the Original Issue Date to the holder of this Note on such
      second Interest Payment Date. 

     

    Payment
      of the principal of this
      Note and any premium due at the Maturity Date (or any other redemption or
      repayment date) will be made in immediately available funds upon surrender
      of
      this Note at the office or agency of the Fiscal and Paying Agent or at the
      office or agency of such other paying agents outside the United States (this
      and
      certain other capitalized terms used herein are defined on the reverse of this
      Note) as the Company may determine maintained for that purpose (a “Paying
      Agent”). 

     

    Interest
      on this Note will accrue
      from the most recent Interest Payment Date to which interest has been paid
      or
      duly provided for, or, if no interest has been paid or duly provided for, from
      the Original Issue Date, until the principal hereof has been paid or duly made
      available for payment (except as provided below). The interest so payable,
      and
      punctually paid or duly provided for, on any Interest Payment Date, will be
      paid
      to the holder of this Note at the office or agency of the Fiscal and Paying
      Agent or at the office of any Paying Agent and the Fiscal and Paying Agent
      shall
      cause Schedule A-1 of this Note to be endorsed to reflect such payment of
      interest and the amount of interest so paid will be noted. 

     

    If
      the Specified Currency is other
      than U.S. dollars, then, except as provided on the reverse hereof, payment
      of
      the principal of and premium, if any, and interest on this Note will be made
      in
      such Specified Currency either by a check drawn on a bank in London, Luxembourg
      or a city in the country of such Specified Currency or by wire transfer of
      immediately available funds to an account maintained by the holder of this
      Note
      with a bank located outside the United States if appropriate wire transfer
      instructions in writing have been received by the Fiscal and Paying Agent or
      any
      Paying Agent not less than 10 days prior to the applicable Interest Payment
      Date. 

     

    If
      the Specified Currency indicated
      on the face hereof is U.S. dollars, any payment of the principal of and premium,
      if any, and interest on this Note will be made, subject to applicable laws
      and
      regulations, in such coin or currency of the United States of America as at
      the
      time of payment is legal tender for payment of public and private debts either
      by a check drawn on a bank in The City of New York mailed to an address outside
      the United States furnished by the holder or by wire transfer of immediately
      available funds to an account maintained by the holder of this Note with a
      bank
      located outside the United States if appropriate wire transfer instructions
      have
      been received by the Fiscal and Paying Agent or any Paying Agent not less than
      10 days prior to the applicable payment date. Notwithstanding the foregoing,
      in
      the event that payment in U.S. dollars of the full amount payable on this Note
      at the offices of all Paying Agents would be illegal or effectively precluded
      as
      a result of exchange controls or similar restrictions, payment on this Note
      will
      be made by a paying agency in the United States, if such paying agency, under
      applicable law and regulations, would be able to make such payment.


     

    This
      Note is issued in the principal
      amount set forth on the face hereof, but the total aggregate principal amount
      of
      the Series to which this Note belongs is unlimited. The Company has the right,
      without the consent of the holder of any Note or coupon appertaining thereto,
      to
      issue additional Notes which form part of the Series to which this Note belongs.
      

     

    3


    Reference
      is hereby made to the
      further provisions of this Note set forth on the reverse hereof, which further
      provisions shall for all purposes have the same effect as if set forth at this
      place. 

     

    Unless
      the certificate of
      authentication hereon has been executed by the Fiscal and Paying Agent by manual
      signature, this Note shall not be entitled to any benefit under the Fiscal
      Agency Agreement, as defined on the reverse hereof, or be valid or obligatory
      for any purpose. 

     

    4


    IN
      WITNESS WHEREOF,
      the Company has caused this Note to be duly executed. 

     

    
      	
            	
            	
            	
            	
            	
            	
            
	DATED:	 	 	 	GENERAL
              ELECTRIC CAPITAL CORPORATION
	
            	
            	
            	
            
	[SEAL]	 	 	 	By:	 	
               

              

            
	 	 	 	 	 	 	Authorized
              Signatory
	
            	
            	
            	
            
	Attest:	 	 	 	 	 	 
	
            	
            	
            	
            
	By:	 	
               

              

            	 	 	 	 
	 	 	Authorized
              Signatory	 	 	 	 


    

     

    
      	
            	
            	
            
	CERTIFICATE
              OF AUTHENTICATION
	
            
	This
              is one of the Notes referred to
	in
              the within-mentioned Fiscal Agency Agreement.
	
            
	JPMORGAN
              CHASE BANK, N.A.
	            as
              Fiscal and Paying Agent
	
            	
            
	By:	 	
               

              

            
	 	 	Authorized
              Officer


    

     

    5


    [Form
      of Reverse of Note]


     

    This
      Note is one of a duly
      authorized issue of Euro Medium-Term Notes of the Series specified on the face
      hereof, having maturities of nine months or more from the date of issue (the
      “Notes”) of the Company. The Notes are issuable under a seventh amended and
      restated fiscal and paying agency agreement, dated as of July 1, 2005,
      among General Electric Capital Corporation, GE Capital Australia Funding Pty.
      Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital
      UK Funding and JPMorgan Chase Bank, N.A. , as fiscal agent and as principal
      paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan
      Bank Luxembourg S.A., as initial registrar and Luxembourg transfer agent (as
      amended and supplemented from time to time, the “Fiscal Agency Agreement”), to
      which Fiscal Agency Agreement reference is hereby made for a statement of the
      respective rights, limitations of rights, duties and immunities of the Company
      and holders of the Notes and the terms upon which the Notes are, and are to
      be,
      authenticated and delivered. JPMorgan Chase Bank, N.A. at its office in London
      has been appointed the Exchange Rate Agent (the “Exchange Rate Agent”, which
      term includes any successor exchange rate agent) with respect to the Notes.
      The
      terms of individual Notes may vary with respect to interest rates, interest
      rate
      formulas, issue dates, maturity dates, or otherwise, all as provided in the
      Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms
      of
      the Fiscal Agency Agreement are hereby incorporated by reference herein.


     

    This
      Note will not be subject to any
      sinking fund and will not be redeemable or subject to repayment at the option
      of
      the holder prior to maturity, except as provided below. 

     

    Unless
      otherwise indicated on the
      face of this Note, this Note shall not be subject to repayment at the option
      of
      the holder prior to the Maturity Date. If so indicated on the face of this
      Note,
      this Note may be subject to repayment at the option of the holder on the
      Optional Repayment Date or Dates specified on the face hereof on the terms
      set
      forth herein. On any Optional Repayment Date, this Note will be repayable in
      whole or in part in increments of 1,000 units of the Specified Currency
      indicated on the face hereof (provided that any remaining principal amount
      hereof shall not be less than the minimum authorized denomination hereof) at
      the
      option of the holder hereof at a price equal to 100% of the principal amount
      to
      be repaid, together with interest hereon payable to the date of repayment.
      For
      this Note to be repaid in whole or in part at the option of the holder hereof,
      the Company must receive at the corporate trust office of the Fiscal and Paying
      Agent in the City of London, at least 30 days but not more than 60 days prior
      to
      the repayment, (i) this Note with the form entitled “Option to Elect
      Repayment” on the reverse hereof duly completed or (ii) a telegram,
      facsimile transmission or a letter from a commercial bank or trust company
      in
      Western Europe which must set forth the principal amount of this Note, the
      principal amount of this Note to be repaid, the certificate number or a
      description of the tenor and terms of this Note, a statement that the option
      to
      elect repayment is being exercised thereby and a guarantee that this Note to
      be
      repaid, together with the duly completed form entitled “Option to Elect
      Repayment” on the reverse hereof, will be received by the Fiscal and Paying
      Agent not later than the fifth Business Day after the date of such telegram,
      facsimile transmission or letter; provided, however, that such
      telegram, facsimile transmission or letter from a commercial bank or trust
      company in Western Europe shall only be effective if in such case, this Note
      and
      form duly completed are received by the Fiscal and Paying Agent by such fifth
      Business Day. Exercise of such repayment option by the holder hereof shall
      be
      irrevocable. In the event of repayment of this Note in part only, a new Note
      or
      Notes for the amount of the unpaid portion hereof shall be issued in the name
      of
      the holder hereof upon cancellation hereof, but only in an authorized
      denomination. 

     

    This
      Note will bear interest at the
      rate determined as follows: 

     

    1.
      If this Note is designated as a
      Regular Floating Rate Note on the face hereof, then, except as described below,
      this Note shall bear interest at the rate determined by reference to the
      applicable Interest Rate Basis shown on the face hereof (i) plus or minus
      the applicable Spread, if any, and/or (ii) multiplied by the applicable
      Spread Multiplier, if any, specified and applied in the manner described on
      the
      face hereof. Commencing on the first Interest Reset Date (the “Initial Interest
      Reset Date”), the rate at which interest on this Note is payable shall be reset
      as of each Interest Reset Date specified on the face hereof; provided,
however, that (i) the interest rate in effect for the period from
      the Original Issue Date to the Initial Interest Reset Date will be the Initial
      Interest Rate, and (ii) unless otherwise specified on the face hereof, the
      interest rate in effect hereon for the ten calendar days immediately prior
      to a
      Maturity Date shall be that in effect on the tenth calendar day preceding such
      Maturity Date. 

     

    6


    2.
      If this Note is designated as an
      Inverse Floating Rate Note on the face hereof, then, except as described below,
      this Note will bear interest equal to the Fixed Interest Rate indicated on
      the
      face hereof minus the rate determined by reference to the applicable Interest
      Rate Basis shown on the face hereof (i) plus or minus the applicable
      Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier,
      if any, specified and applied in the manner described on the face hereof;
provided, however, that the interest rate hereon will not be less
      than zero. Commencing on the Initial Interest Reset Date, the rate at which
      interest on this Note is payable shall be reset as of each Interest Reset Date
      specified on the face hereof; provided, however, that (i) the
      interest rate in effect for the period from the Original Issue Date to the
      Initial Interest Reset Date will be the Initial Interest Rate, and
      (ii) unless otherwise specified on the face hereof, the interest rate in
      effect hereon for the ten calendar days immediately prior to a Maturity Date
      shall be that in effect on the tenth calendar day preceding such Maturity Date.
      

     

    3.
      Notwithstanding the foregoing, if
      this Note is designated above as having an Addendum attached, the Note shall
      bear interest in accordance with the terms described in such Addendum.


     

    Except
      as provided above, the
      interest rate in effect on each day shall be (a) if such day is an Interest
      Reset Date, the interest rate determined on the Interest Determination Date
      (as
      defined below) immediately preceding such Interest Reset Date or (b) if
      such day is not an Interest Reset Date, the interest rate determined on the
      Interest Determination Date immediately preceding the next preceding Interest
      Reset Date. Each Interest Rate Basis shall be the rate determined in accordance
      with the applicable provision below. If any Interest Reset Date (which term
      includes the term Initial Interest Reset Date unless the context otherwise
      requires) would otherwise be a day that is not a Business Day, such Interest
      Reset Date shall be postponed to the next succeeding day that is a Business
      Day,
      except that if an Interest Rate Basis specified on the face hereof is LIBOR
      and
      such next Business Day falls in the next succeeding calendar month, such
      Interest Reset Date shall be the next preceding Business Day. 

     

    Unless
      otherwise specified on the
      face hereof, the Interest Determination Date pertaining to an Interest Reset
      Date for Notes bearing interest calculated by reference to the CD Rate,
      Commercial Paper Rate, Federal Funds Rate and Prime Rate will be the second
      Business Day next preceding such Interest Reset Date. The Interest Determination
      Date with respect to the Eleventh District Cost of Funds Rate will be the last
      working day of the month immediately preceding each Interest Reset Date on
      which
      the Federal Home Loan Bank of San Francisco (the “FHLB of San Francisco”)
      publishes the Index (as defined below). Unless otherwise specified on the face
      hereof, the Interest Determination Date pertaining to an Interest Reset Date
      for
      Notes bearing interest calculated by reference to LIBOR shall be the second
      London Banking Day (as defined below) preceding such Interest Reset Date, unless
      the Designated LIBOR Currency (as defined herein) is (i) pounds sterling,
      in which case the “Interest Determination Date” will be the applicable Interest
      Reset Date, or (ii) euro, in which case the Interest Determination Date
      will be the second TARGET Settlement Day (as defined herein) preceding such
      Interest Reset Date. Unless otherwise specified on the face hereof, the Interest
      Determination Date pertaining to an Interest Reset Date for Notes bearing
      interest calculated by reference to EURIBOR shall be the second TARGET
      Settlement Day preceding each Interest Reset Date for the related Notes. The
      Interest Determination Date pertaining to an Interest Reset Date for Notes
      bearing interest calculated by reference to the Treasury Rate shall be the
      day
      of the week in which such Interest Reset Date falls on which Treasury bills
      normally would be auctioned; provided, however, that if an auction
      is held on the Friday of the week preceding such Interest Reset Date, the
      related Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any Interest
      Reset Date, then the Interest Reset Date shall instead be the first Business
      Day
      following the date of such auction. “London Banking Day” means any day on which
      commercial banks are open for business (including dealings in the Designated
      LIBOR Currency) in London, England. 

     

    The
“Calculation
      Date” pertaining to any Interest Determination Date will be the earlier
      of (i) the tenth calendar day after such Interest Determination Date or, if
      such day is not a Business Day, the next succeeding Business Day or
      (ii) the Business Day preceding the applicable Interest Payment Date or
      Maturity Date, as the case may be. 

     

    Determination
      of CD
      Rate. If the Interest Rate Basis specified on the face hereof is
      the CD Rate, the CD Rate with respect to this Note shall be determined on each
      Interest Determination Date and shall be the rate on such date for negotiable
      certificates of deposit having the Index Maturity specified on the face hereof
      as published by the Board of 

     

    7


    Governors
      of the Federal Reserve
      System in “Statistical Release H.15(519), Selected Interest Rates,” or any
      successor publication (“H.15(519)”), under the heading “CDs (Secondary Market),”
or, if not so 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 certificates of deposit
      of the Index Maturity specified on the face hereof as published by the Federal
      Reserve Bank of New York in H.15 Daily Update, or such other recognized
      electronic source used for the purpose of displaying such rate, under the
      caption “CDs (Secondary Market)”. If such rate is not yet published in either
      H.15(519), H.15 Daily Update, or such other recognized electronic source by
      3:00
      P.M., New York City time, on such Calculation Date pertaining to such Interest
      Determination Date, then the CD Rate on such Interest Determination Date will
      be
      calculated by the Calculation Agent referred to on the face hereof and will
      be
      the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
      New
      York City time, on such Interest Determination Date, for negotiable certificates
      of deposit of major United States money market banks with a remaining maturity
      closest to the Index Maturity specified on the face hereof in a denomination
      of
      $5,000,000 as quoted by three leading nonbank dealers in negotiable U.S. dollar
      certificates of deposit in The City of New York selected by the Calculation
      Agent; provided, however, that if the dealers selected as aforesaid by the
      Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
      with respect to such Interest Determination Date shall be the CD Rate as in
      effect on such Interest Determination Date. For the purposes hereof, “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 United States Federal
      Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
      successor service. 

     

    Determination
      of
      Commercial Paper Rate. If the Interest Rate Basis specified on the
      face hereof is the Commercial Paper Rate, the Commercial Paper Rate with respect
      to this Note shall be determined on each Interest Determination Date and shall
      be the Money Market Yield (as defined herein) of the rate on such date for
      commercial paper having the Index Maturity specified on the face hereof, as
      such
      rate shall be published in H.15(519) under the heading “Commercial Paper
      Nonfinancial,” or if not so published prior to 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 Money Market Yield of the rate on such
      Interest Determination Date for commercial paper of the Index Maturity specified
      on the face hereof 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 such rate is not yet available in
      either H.15(519) , H.15 Daily Update, or such other recognized electronic source
      by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial
      Paper Rate on such Interest Determination Date shall be calculated by the
      Calculation Agent and shall be the Money Market Yield of the arithmetic mean
      of
      the offered rates as of 11:00 a.m., New York City time, on such Interest
      Determination Date for commercial paper of the Index Maturity specified on
      the
      face hereof, placed for an industrial issuer whose bond rating is “AA,” or the
      equivalent, from a nationally recognized rating agency, as quoted by three
      leading dealers in commercial paper in The City of New York selected by the
      Calculation Agent; provided, however, that if the dealers selected as aforesaid
      by the Calculation Agent are not quoting offered rates as set forth above,
      the
      Commercial Paper Rate with respect to such Interest Determination Date shall
      be
      the Commercial Paper 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 period
      for which interest is being calculated. 

     

    Determination
      of Eleventh
      District Cost of Funds Rate. If the Interest Rate Basis for this
      Note is the Eleventh District Cost of Funds Rate, as indicated above, the
      Eleventh District Cost of Funds Rate shall be determined on each applicable
      Interest Determination Date and shall be the rate equal to the monthly weighted
      average cost of funds for the calendar month preceding such Interest
      Determination Date as set forth under the caption “11th District” on Telerate
      Page 7058 as of 11:00 a.m., San Francisco time, on such Interest Determination
      Date. If such rate does not appear on Telerate Page 7058 on any such Interest
      Determination Date, the Eleventh District Cost of Funds Rate for such Interest
      Determination Date shall be the monthly weighted average cost of funds paid
      by
      member institutions of the 

     

    8


    Eleventh
      Federal Home Loan Bank
      District that was most recently announced (the “Index”) by the FHLB of San
      Francisco as such cost of funds for the calendar month preceding the date of
      such announcement. If the FHLB of San Francisco fails to announce such rate
      for
      the calendar month next preceding such Interest Determination Date, then the
      Eleventh District Cost of Funds Rate for such Interest Determination Date will
      be the Eleventh District Cost of Funds Rate in effect on such Interest
      Determination Date. 

     

    Determination
      of Federal
      Funds Rate. If the Interest Rate Basis specified on the face hereof
      is the Federal Funds Rate, the Federal Funds Rate with respect to this Note
      shall be determined on each Interest Determination Date and shall be the rate
      on
      such date for Federal Funds as published in H.15(519) under the heading “Federal
      Funds (Effective)” as such rate is displayed on Telerate Page 120, or, if the
      rate does not appear on Telerate Page 120 or is not published in H.15(519)
      prior
      to 11:00 a.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 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 such rate does not appear on
      Telerate Page 120 or is not published in H.15(519), H.15 Daily Update or such
      other recognized electronic source by 3:00 p.m., New York City time, on such
      Calculation Date, the Federal Funds Rate for such Interest Determination Date
      will be calculated by the Calculation Agent and will be the arithmetic mean
      of
      the rates for the last transaction in overnight United States dollar Federal
      funds as of 11:00 a.m., New York City time, on such Interest Determination
      Date
      arranged by three leading brokers of Federal funds transactions in The City
      of
      New York selected by the Calculation Agent; provided, however, that if fewer
      than three brokers are providing the aforesaid quotes, the Federal Funds Rate
      with respect to such Interest Determination Date shall be the Federal Funds
      Rate
      in effect on such Interest Determination Date. 

     

    Determination
      of
      LIBOR. If the Interest Rate Basis specified on the face hereof is
      LIBOR, LIBOR with respect to this Note shall be determined on each Interest
      Determination Date as follows: 

     

    (i)
      LIBOR will be either (a) if
“LIBOR Telerate” is specified on the face hereof or if the face hereof does not
      specify a source for LIBOR, the rate for deposits in the London interbank market
      in the Designated LIBOR Currency (as defined below) having the Index Maturity
      designated on the face hereof commencing on the second Business Day immediately
      following such Interest Determination Date (or, if pounds sterling is the
      Designated LIBOR Currency, beginning on such date or, if euro is the Designated
      LIBOR Currency, beginning on the second TARGET Settlement Day immediately after
      such date), that appears on the Designated LIBOR Page (as defined below) as
      of
      11:00 a.m., London time, on that Interest Determination Date, or (b) if
“LIBOR Reuters” is specified on the face hereof, the arithmetic mean of the
      offered rates for deposits in the London interbank market in the Designated
      LIBOR Currency having the Index Maturity designated on the face hereof and
      commencing on the second Business Day immediately following such Interest
      Determination Date, (or, if pounds sterling is the Designated LIBOR Currency,
      beginning on such date or, if euro is the Designated LIBOR Currency, beginning
      on the second TARGET Settlement Day immediately after such date), that appears
      on the Designated LIBOR Page (as defined below) that appear on the Designated
      LIBOR Page as of 11:00 a.m., London time, on such Interest Determination Date,
      if at least two such offered rates on such Designated LIBOR Page. If fewer
      than
      two offered rates appear, or no rate appears, as applicable, LIBOR in respect
      of
      such Interest Determination Date will be determined as if the parties had
      specified the rate described in clause (ii) below. 

     

    (ii)
      If fewer than two offered rates
      appear, or no rate appears, as the case may be, on the applicable Designated
      LIBOR Page as specified in clause (i) above, the Calculation Agent will
      request the principal London offices of each of four major reference banks
      in
      the London interbank market, as selected by the Calculation Agent, to provide
      the Calculation Agent with its offered quotation for deposits in the Designated
      LIBOR Currency for the period of the Index Maturity designated on the face
      hereof, commencing on the second Business Day (or if pounds sterling is the
      Designated LIBOR Currency, commencing on such Interest Determination Date or,
      if
      euro is the Designated LIBOR Currency, beginning on the second TARGET Settlement
      Day immediately after such date) immediately following such Interest
      Determination Date, to prime banks in the London interbank market at
      approximately 11:00 a.m., London time, on such Interest Determination Date
      and
      in a principal amount that is representative for a single transaction in such
      Designated LIBOR Currency in such market at such time. If at least two such
      quotations are provided, LIBOR determined 

     

    9


    on
      such Interest Determination Date
      will be the arithmetic mean of such quotations. If fewer than two quotations
      are
      provided, LIBOR determined on such Interest Determination Date will be the
      arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other
      time specified on the face hereof), New York City time, on such Interest
      Determination Date by three major banks (one of which may be an affiliate of
      the
      calculation agent) in the Principal Financial Center selected by the calculation
      agent. The rates will be for loans in the Designated LIBOR Currency to leading
      European banks having the Index Maturity designated in the applicable Final
      Terms or Securities Note (as the case may be) beginning on the second London
      Business Day after that date (or, if pounds sterling is the Designated LIBOR
      Currency, commencing on such date or, if euro is the Designated LIBOR Currency,
      beginning on the second TARGET Settlement Day immediately after such date)
      and
      in a Representative Amount; provided, however, that if the banks
      so selected by the Calculation Agent are not quoting as mentioned in this
      sentence, LIBOR with respect to such Interest Determination Date will be LIBOR
      in effect on such Interest Determination Date. 

     

    “Designated
      LIBOR
      Currency” means the currency (including composite currencies and
      euro) specified on the face hereof as the currency with respect to which LIBOR
      shall be calculated. If no such currency is specified on the face hereof, the
      Designated LIBOR Currency shall be U.S. dollars. 

     

    “Designated
      LIBOR
      Page” means either (a) if “LIBOR Reuters” is specified in on
      the face hereof, the display on the Reuters Monitor Money Rates Service for
      the
      purpose of displaying the London interbank rates of major banks for the
      applicable Designated LIBOR Currency, or (b) if “LIBOR Telerate” is
      specified on the face hereof or neither “LIBOR Reuters” nor “LIBOR Telerate” is
      specified as the manner of calculating LIBOR, the display on Telerate (or any
      successor service) for the purpose of displaying the London interbank offered
      rates of major banks for the applicable Designated LIBOR Currency. 

     

    Determination
      of
      EURIBOR. If the Interest Rate Basis specified on the face hereof is
      EURIBOR, EURIBOR with respect to this Note shall be determined on each Interest
      Determination Date and shall be the rate for deposits in euros having the Index
      Maturity designated on the face hereof that appears on the Designated EURIBOR
      Page as of 11:00 a.m., Brussels time, on that Interest Determination Date.
      If
      such rate does not appear on the Designated EURIBOR Page as of 11:00 a.m.,
      Brussels time, on that Interest Determination Date, then the Calculation Agent
      will request the principal offices of four major banks (one of which may be
      an
      affiliate of the Calculation Agent) in the Euro-zone selected by the Calculation
      Agent to provide such bank’s offered quotation to prime banks in the Euro-zone
      interbank market for deposits in euros having the Index Maturity designated
      on
      the face hereof as of 11:00 a.m., Brussels time, on such Interest Determination
      Date and in a Representative Amount. If at least two quotations are provided,
      EURIBOR determined on such Interest Determination Date will be the arithmetic
      mean of such quotations. If fewer than two quotations are provided, EURIBOR
      determined on such Interest Determination Date will be the arithmetic mean
      of
      the rates quoted by major banks (which may include an affiliate of the
      Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at
      approximately 11:00 a.m., Brussels time, on the Interest Determination Date
      for
      loans in euros to leading European banks for a period of time corresponding
      to
      the Index Maturity designated on the face hereof and in a Representative Amount.
      If no rates are quoted by major banks, EURIBOR for such Interest Determination
      Date will be EURIBOR in effect for such Interest Determination Date. “Euro-zone”
means the area encompassed by member states in the European Union that are
      participating in the third stage of European Economic and Monetary Union
      pursuant to the Treaty establishing the European Communities, as amended by
      the
      Treaty on European Union. 

     

    Determination
      of Prime
      Rate. If the Interest Rate Basis specified on the face hereof is
      the Prime Rate, the Prime Rate with respect to this Note shall be determined
      on
      each Interest Determination Date and shall be the rate on such date as published
      in H.15(519) under the heading “Bank Prime Loan”, or if not so published by 3:00
      p.m., New York City time, on the Calculation Date pertaining to such Interest
      Determination Date, the Prime Rate will be the rate as published on such
      Interest Determination Date in the H.15 Daily Update, or such other recognized
      electronic source used for the purpose of displaying such rate, under the
      caption “Bank Prime Loan”. If such rate is not published in H.15(519), H.15
      Daily Update or such other recognized electronic source, then the Prime Rate
      will be the arithmetic mean (rounded upwards, if necessary, to the next higher
      one-hundred thousandth of a percentage point) of the rates of interest publicly
      announced by each bank named on the Reuters Screen U.S. Prime 1 Page (as defined
      below) as such bank’s prime rate or base lending rate as in effect for such
      Interest Determination Date as quoted on the Reuters Screen 

     

    10


    U.S.
      Prime 1 Page on such interest
      Determination Date, or, if fewer than four, but more than one, such rates appear
      on the Reuters Screen U.S. Prime 1 Page for such Interest Determination Date,
      the rate shall be the arithmetic mean of the prime rates quoted on the basis
      of
      actual number of days in the year divided by 360 as of the close of business
      on
      such Interest Determination Date by four major money center banks in The City
      of
      New York selected by the Calculation Agent from which quotations are requested.
      For purposes of making the foregoing determination, each change in the prime
      rate or base lending rate of any bank so announced by such bank will be
      effective as of the effective date of the announcement or, if no effective
      date
      is specified, as of the date of the announcement. If fewer than two such
      quotations are provided, the Prime Rate will be calculated by the Calculation
      Agent and will be determined as the arithmetic mean on the basis of the prime
      rates or base lending rates quoted in The City of New York by the appropriate
      number of substitute banks or trust companies organized and doing business
      under
      the laws of the United States or any state thereof, each having total equity
      capital of at least $500 million and being subject to supervision or examination
      by a federal or state authority, selected by the Calculation Agent to quote
      such
      rate or rates; provided, however, that if the banks or trust companies so
      selected by the Calculation Agent are not quoting as mentioned in this sentence,
      the Prime Rate with respect to such Interest Determination Date will be the
      Prime Rate in effect on such Interest Determination Date. 

     

    Determination
      of Treasury
      Rate. If the Interest Rate Basis specified on the face hereof is
      the Treasury Rate, the Treasury Rate with respect to this Note shall be
      determined on each Interest Determination Date and shall be the rate applicable
      to the most recent auction of direct obligations of the United States (“Treasury
      Bills”) having the Index Maturity specified on the face hereof, as it appears
      under the caption “[HIGH RATE]” on page 56 or page 57 of Telerate (or any other
      pages that may replace such pages on such service) or if not so published by
      3:00 p.m., New York City time, on the Calculation Date pertaining to such
      Interest Determination Date, the auction average rate on such Interest
      Determination Date (expressed as a bond equivalent, on the basis of a year
      of
      365 or 366 days, as applicable, and applied on a daily basis) as otherwise
      announced by the United States Department of the Treasury. In the event that
      the
      results of the auction of Treasury Bills having the Index Maturity specified
      on
      the face hereof are not published or reported as provided above by 3:00 p.m.,
      New York City time, on such Calculation Date, or if no such auction is held
      in
      the five Business Days preceding such Interest Determination Date, then the
      Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
      to maturity (expressed as a bond equivalent, on the basis of a year of 365
      or
      366 days, as applicable, and applied on a daily basis) of such Treasury bills
      having the specified Index Maturity as published in H.15(519) under the caption
      “U.S. Government Securities Treasury Bills [Auction high].” If such rate is not
      so published in H.15(519) by 3:00 p.m., New York City time, on the related
      Calculation Date, the rate on such Interest Determination Date of such Treasury
      bills will be as published in H.15 Daily Update, or such other recognized
      electronic source used for the purpose of displaying such rate, under the
      caption “U.S. Government Securities/Treasury Bills/[Auction high]” on such
      Interest Determination Date If such rate is not yet published in H.15(519),
      H.15
      Daily Update or another recognized electronic source on such Interest
      Determination Date, then the Treasury Rate will be a yield to maturity
      (expressed as a bond equivalent, on the basis of a year of 365 or 366 days,
      as
      applicable, and applied on a daily basis) of the arithmetic mean of the
      secondary market bid rates, as of approximately 3:30 p.m., New York City time,
      on such Interest Determination Date, of three leading 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 the dealers selected as aforesaid
      by the Calculation Agent are not quoting bid rates as mentioned in this
      sentence, the Treasury Rate with respect to such Interest Determination Date
      will be the Treasury Rate in effect on such Interest Determination Date.


     

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

     

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

     

    11


    Interest
      payments on this Note will
      equal the amount of interest accrued from and including the next preceding
      Interest Payment Date in respect of which interest has been paid (or from and
      including the date of issue of the predecessor global Note, if no interest
      has
      been paid) to but excluding the related Interest Payment Date; provided,
      however, that if the Interest Reset Period with respect to this Note is daily
      or
      weekly, each interest payment will include interest accrued from and including
      the date of issue of the predecessor global Note or from but excluding the
      fifteenth calendar day preceding the next preceding Interest Payment Date
      (whether or not such fifteenth calendar day is a Business Day) to which interest
      has been paid, as the case may be, through and including the fifteenth calendar
      day preceding the applicable Interest Payment Date (whether or not such
      fifteenth calendar day is a Business Day), unless otherwise specified on the
      face hereof; and provided, further, that the interest payment with respect
      to
      this Note made on the Maturity Date will include interest accrued to but
      excluding such Maturity Date. 

     

    Unless
      otherwise specified on the
      face hereof, the day count fraction in respect of the calculation of an amount
      of interest on this Note for any period of time (the “Calculation Period”) will
      (a) in the case of this Note being denominated in U.S. Dollars, be
      Actual/360; (b) in the case of this Note being denominated in Sterling, be
      Actual/365 (Sterling); or (c) in the case of this Note being denominated in
      any other Specified Currency, be Actual/365. 

     

    If
      a Day Count Fraction is specified
      above: 

     

    (a)
“Actual/365”,
“Actual/Actual”
or
      “Actual/Actual (ISDA)” means the actual number of days in the Interest Reset
      Period divided by 365 (or, if any proportion of that Interest Reset Period
      falls
      in a leap year, the sum of (A) the actual number of days in that portion of
      the Interest Reset Period falling in a leap year divided by 366 and (B) the
      actual number of days in that portion of the Interest Reset Period falling
      in a
      non-leap year divided by 365); 

     

    (b)
“Actual/365
      (Fixed)” means the
      actual number of days in the Interest Reset Period divided by 365; 

     

    (c)
“Actual/365
      (Sterling)” means
      the actual number of days in the Interest Reset Period divided by 365 or, in
      the
      case of an Interest Payment Date falling in a leap year, 366; 

     

    (d)
“Actual/360”
means
      the actual
      number of days in the Interest Reset Period divided by 360; 

     

    (e)
“30/360”,
“360/360”
or
“Bond
      Basis” means the number of days in the Interest Reset Period divided by 360 (the
      number of days to be calculated on the basis of a year of 360 days with 12
      30-day months (unless (a) the last day of the Interest Reset Period is the
      31st day of a month but the first day of the Interest Reset Period is a day
      other than the 30th or 31st day of the month, in which case the month that
      includes that last day shall not be considered to be shortened to a 30-day
      month, or (b) the last day of the Interest Reset Period is the last day of
      the month of February, in which case the month of February shall not be
      considered to be lengthened to a 30-day month)); and 

     

    (f)
“30E/360”
or
“Eurobond
      Basis”
means the number of days in the Interest Reset Period divided by 360 (the number
      of days to be calculated on the basis of a year of 360 days with 12 30-day
      month, without regard to the date of the first day or last day of the Interest
      Reset Period unless, in the case of an Interest Reset Period ending on the
      Maturity Date, the Maturity Date is the last day of the month of February,
      in
      which case the month of February shall not be considered to be lengthened to
      a
      30-day month). 

     

    If
      the interest rate on this Note
      may be calculated with reference to two or more Interest Rate Bases, the accrued
      interest factor will be calculated in each period by selecting one such Interest
      Rate Basis for such period. For these calculations, the interest rate in effect
      on any Interest Reset Date will be the new reset rate. 

     

    12


    All
      percentages resulting from any
      calculation will be to the nearest one hundred-thousandth of a percentage point,
      with five one millionths of a percentage point rounded upwards (e.g.,
      9.9876545% (or .09876545) would be rounded to 9.87655% (or.0987655), and all
      dollar amounts used in or resulting from such calculation will be rounded to
      the
      nearest cent (with one-half cent being rounded upward). 

     

    If
      any Interest Payment Date other
      than the Maturity Date would otherwise be a day that is not a Business Day,
      such
      Interest Payment Date will be postponed to the next succeeding Business Day,
      except that in any case of a Floating Rate Note as to which LIBOR is an
      applicable Interest Rate Basis and such Business Day falls in the next
      succeeding calendar month, such Interest Payment Date will be the immediately
      preceding Business Day. If the Maturity Date falls on a day that is not a
      Business Day, the required payment of principal, premium, if any, and interest
      will be made on the next succeeding Business Day as if made on the date such
      payment was due, and no interest will accrue on such payment for the period
      from
      and after the Maturity Date to the date of such payment on the next succeeding
      Business Day. 

     

    [This
      Note is unsecured and ranks
pari passu with all other unsecured and unsubordinated indebtedness of
      the Company/This Note is a subordinate Note and [insert applicable
      subordination provisions.]]5

     

    This
      Note is issuable in bearer form
      (the “Bearer Notes”), without interest coupons attached, and is exchangeable
      upon 30 days’ written notice to the Fiscal and Paying Agent, in whole or from
      time to time in part, for (i) Bearer Notes, with interest coupons attached,
      in such denominations of the Specified Currency as are indicated on the face
      hereof or (ii) (if so specified on the face hereof) Notes in fully
      registered form, without coupons (“Registered Notes”), in such denominations of
      the Specified Currency as are indicated on the face hereof at the office of
      the
      Fiscal and Paying Agent, upon the request of the Euroclear Operator or
      Clearstream, Luxembourg, acting on behalf of the owners of beneficial interests
      in the Note, and upon Certification to the effect set forth in Exhibits B-1
      and
      B-2 attached hereto and upon compliance with the other procedures set forth
      in
      the Fiscal Agency Agreement; provided, however, that no such
      exchange may occur during a period beginning at the opening of business 15
      days
      before the day of the first publication of a notice of redemption and ending
      on
      the relevant redemption date. All expenses incurred as a result of any such
      exchange shall be paid by the Company. Notwithstanding anything to the contrary
      contained in this paragraph, the Fiscal and Paying Agent shall not be required
      to exchange the entire aggregate principal amount of a permanent global Bearer
      Note for definitive Bearer Notes in the event beneficial owners of less than
      the
      entire aggregate principal amount of the permanent global Bearer Note have
      requested definitive Bearer Notes, provided the operating rules and regulations
      of the clearance system then in effect would permit less than the entire
      aggregate principal amount of the permanent global Bearer Note to be so
      exchanged. Upon exchange of any portion of this Note for a definitive Bearer
      Note or definitive Bearer Notes, or a definitive Registered Note or definitive
      Registered Notes, the Fiscal and Paying Agent shall cause Schedule A-1 of this
      Note to be endorsed to reflect the reduction of its principal amount by an
      amount equal to the aggregate principal amount of such definitive Bearer Note
      or
      Bearer Notes, or such definitive Registered Note or Registered Notes, whereupon
      the principal amount hereof shall be reduced for all purposes by the amount
      so
      exchanged and noted. The date of surrender of any Note delivered upon any
      exchange or transfer of Notes shall be such that no gain or loss of interest
      results from such exchange or transfer. 

     

    This
      Note may be transferred by
      delivery; provided, however, that this Note may be transferred
      only to a common depositary outside the United States for the Euroclear Operator
      or Clearstream, Luxembourg, or to a nominee of such a depositary. 

     

    In
      case any Note shall at any time
      become mutilated, destroyed, lost or stolen, or is apparently destroyed, lost
      or
      stolen, and such Note or evidence of the loss, theft or destruction thereof
      (together with the indemnity hereinafter referred to and such other documents
      or
      proof as may be required in the premises) shall be delivered to the Fiscal
      and
      Paying Agent, a new Note of like tenor will be issued by the Company in exchange
      for the Note so mutilated or defaced, or in lieu of the Note so destroyed or
      lost or stolen, but, in the case of any destroyed or lost or stolen Note only
      upon receipt of evidence satisfactory to the Fiscal and Paying Agent and the
      Company that such Note was destroyed or lost or stolen and, if required, upon
      receipt also of an indemnity satisfactory to each of them. All expenses and
      reasonable charges associated with procuring such indemnity and with the
      preparation, authentication and delivery of a new Note shall be borne by the
      owner of the Note mutilated, defaced, destroyed, lost or stolen. 

    

    
      	5	insert
              as applicable as set out in the applicable
              Final Terms or Securities Note (as the case may be)



    

     

    13


    The
      Fiscal Agency Agreement provides
      that if an Event of Default (as defined in the Fiscal Agency Agreement) with
      respect to the Series of which this Note forms a part, shall have occurred
      and
      be continuing, the holder hereof, by notice in writing to the Company and the
      Fiscal and Paying Agent, may declare the principal of this Note and the interest
      accrued hereon to be due and payable immediately. 

     

    Notes
      of the Series of which this
      Note forms a part may be redeemed, at the option of the Company, as a whole
      but
      not in part, at any time prior to maturity, upon the giving of a notice of
      redemption as described below, at a redemption price equal to 100% of the
      principal amount thereof, together with accrued interest to the date fixed
      for
      redemption, or, in the case of Original Issue Discount Notes, at 100% of the
      portion of the face amount thereof that has accrued to the date of redemption,
      if the Company determines that, as a result of any change in or amendment to
      the
      laws (or any regulations or rulings promulgated thereunder) of the United States
      or of any political subdivision or taxing authority thereof or therein affecting
      taxation, or any change in official position regarding the application or
      interpretation of such laws, regulations or rulings, which change or amendment
      becomes effective on or after the Tax Redemption Date specified on the face
      hereof, the Company has or will become obligated to pay U.S. Additional Amounts
      (as defined below) with respect to the Notes as described below. Prior to the
      giving of any notice of redemption pursuant to this paragraph, the Company
      shall
      deliver to the Fiscal and Paying Agent (i) a certificate stating that the
      Company is entitled to effect such redemption and setting forth a statement
      of
      facts showing that the conditions precedent to the right of the Company to
      so
      redeem have occurred, and (ii) an opinion of counsel satisfactory to the
      Fiscal and Paying Agent to such effect based on such statement of facts;
      provided that no such notice of redemption shall be given earlier than 90 days
      prior to the earliest date on which the Company would be obligated to pay such
      U.S. Additional Amounts if a payment in respect of the Notes were then due.
      

     

    Notice
      of redemption will be given
      not less than 30 nor more than 60 days prior to the date fixed for redemption,
      which date and the applicable redemption price will be specified in the notice.
      Such notice will be given in accordance with “Notices” as defined below.


     

    If
      the Company shall determine that
      any payment made outside the United States by the Company or any Paying Agent
      of
      principal or interest, including original issue discount, if any, due in respect
      of any Bearer Notes of the Series of which this Note forms a part would, under
      any present or future laws or regulations of the United States, be subject
      to
      any certification, identification or other information reporting requirement
      of
      any kind, the effect of which requirement is the disclosure to the Company,
      any
      Paying Agent or any governmental authority of the nationality, residence or
      identity of a beneficial owner of such Bearer Note or interest coupon who is
      a
      United States Alien (other than such a requirement (a) which would not be
      applicable to a payment made by the Company or any one of its Paying Agents
      (i) directly to the beneficial owner or (ii) to a custodian, nominee
      or other agent of the beneficial owner, or (b) which can be satisfied by
      such custodian, nominee or other agent certifying to the effect that such
      beneficial owner is a United States Alien, provided that in each case referred
      to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent
      to such beneficial owner is not otherwise subject to any such requirement),
      the
      Company shall redeem the Bearer Notes, in whole, at a redemption price equal
      to
      100% of the principal amount thereof, together with accrued interest to the
      date
      fixed for redemption, (or, in the case of Original Issue Discount Notes, at
      100%
      of the portion of the face amount thereof that has accrued to the date of
      redemption), or, at the election of the Company if the conditions of the next
      succeeding paragraph are satisfied, pay the additional amounts specified in
      such
      paragraph. The Company shall make such determination and election as soon as
      practicable and publish prompt notice thereof (the “Determination Notice”)
      stating the effective date of such certification, identification or other
      information reporting requirements, whether the Company will redeem the Bearer
      Notes of such Series, or whether the Company has elected to pay the U.S.
      Additional Amounts specified in the next succeeding paragraph, and (if
      applicable) the last date by which the redemption of the Bearer Notes must
      take
      place, as provided in the next succeeding sentence. If the Company redeems
      the
      Bearer Notes, such redemption shall take place on such date, not later than
      one
      year after the publication of the Determination Notice, as the Company shall
      elect by notice to the Fiscal and Paying Agent at least 60 days prior to the
      date fixed for redemption. Notice of such redemption of the Bearer Notes will
      be
      given to the holders of the Bearer Notes not more than 60 nor less than 30
      days
      prior to the date fixed for redemption. Such redemption notice shall include
      a
      statement as to the last date by which the Bearer Notes to be redeemed may
      be
      exchanged for Registered Notes. Notwithstanding the foregoing, the Company
      shall
      not so redeem the Bearer Notes if the Company shall subsequently determine,
      not
      less than 30 days prior to the date fixed for redemption, that subsequent
      payments would 

     

    14


    not
      be subject to any such
      requirement, in which case the Company shall publish prompt notice of such
      determination and any earlier redemption notice shall be revoked and of no
      further effect. The right of any of the holders of Bearer Notes called for
      redemption pursuant to this paragraph to exchange such Bearer Notes for
      Registered Notes will terminate at the close of business of the Fiscal and
      Paying Agent on the fifteenth day prior to the date fixed for redemption, and
      no
      further exchanges of such Series of Bearer Notes for Registered Notes shall
      be
      permitted. 

     

    If
      and so long as the certification,
      identification or other information reporting requirements referred to in the
      preceding paragraph would be fully satisfied by payment of a backup withholding
      tax or similar charge, the Company may elect to pay as U.S. Additional Amounts
      such amounts as may be necessary so that every net payment made outside the
      United States following the effective date of such requirements by the Company
      or any Paying Agent of principal or interest, including original issue discount
      due in respect of any Bearer Note or any interest coupon of which the beneficial
      owner is a United States Alien (but without any requirement that the
      nationality, residence or identity of such beneficial owner be disclosed to
      the
      Company, any Paying Agent or any governmental authority, with respect to the
      payment of such additional amounts), after deduction or withholding for or
      on
      account of such backup withholding tax or similar charge (other than a backup
      withholding tax or similar charge which (i) would not be applicable in the
      circumstances referred to in the second parenthetical clause of the first
      sentence of the preceding paragraph, or (ii) is imposed as a result of the
      presentation of such Bearer Note or interest coupon for payment more than 15
      calendar days after the date on which such payment becomes due and payable
      or on
      which payment thereof is duly provided for, whichever occurs later), will not
      be
      less than the amount provided for in such Bearer Note or interest coupon to
      be
      then due and payable. In the event the Company elects to pay U.S. Additional
      Amounts pursuant to this paragraph, the Company shall have the right to redeem
      the Bearer Notes of such Series as a whole at any time pursuant to the
      applicable provisions of the immediately preceding paragraph and the redemption
      price of such Bearer Notes shall not be reduced for applicable withholding
      taxes. If the Company elects to pay U.S. Additional Amounts pursuant to this
      paragraph and the condition specified in the first sentence of this paragraph
      should no longer be satisfied, then the Company shall redeem the Bearer Notes
      of
      such Series in whole, pursuant to the applicable provisions of the immediately
      preceding paragraph. 

     

    The
      Company will, subject to certain
      exceptions and limitations set forth below, pay such additional amounts (the
      “U.S. Additional Amounts”) to the holder of any Note or of any coupon, if any,
      who is a United States Alien as may be necessary in order that every net payment
      of the principal of, premium and interest, including original issue discount,
      on
      such Note and any other amounts payable on such Note, after withholding for
      or
      on account of any present or future tax, assessment or governmental charge
      imposed upon or as a result of such payment by the United States (or any
      political subdivision or taxing authority thereof or therein), will not be
      less
      than the amount provided for in such Note or coupon, if any, to be then due
      and
      payable. However, the Company will not be required to make any payment of U.S.
      Additional Amounts to any such holder for or on account of: 

     

    (a)
      any such tax, assessment or
      other governmental charge which would not have been so imposed but for
      (i) the existence of any present or former connection between such holder
      (or between a fiduciary, settlor, beneficiary, member or shareholder of such
      holder, if such holder is an estate, a trust, a partnership or a corporation)
      and the United States, including, without limitation, such holder (or such
      fiduciary, settlor, beneficiary, member or shareholder) being or having been
      a
      citizen or resident thereof or being or having been engaged in a trade or
      business or present therein or having, or having had, a permanent establishment
      therein or (ii) the presentation by the holder of any such Note or coupon
      for payment on a date more than 15 days after the date on which such
      payment became due and payable or the date on which payment thereof is duly
      provided for, whichever occurs later; 

     

    (b)
      any estate, inheritance, gift,
      sales, transfer or personal property tax or any similar tax, assessment or
      governmental charge; 

     

    (c)
      any tax, assessment or other
      governmental charge imposed by reason of such holder’s past or present status as
      a personal holding company or foreign personal holding company or controlled
      foreign corporation or passive foreign investment company with respect to the
      United States or as a corporation which accumulates earnings to avoid United
      States federal income tax or as a private foundation or other tax-exempt
      organization; 

     

    15


    (d)
      any tax, assessment or other
      governmental charge which is payable otherwise than by withholding from payments
      on or in respect of any Note; 

     

    (e)
      any tax, assessment or other
      governmental charge which would not have been imposed but for the failure to
      comply with certification, information or other reporting requirements
      concerning the nationality, residence or identity of the holder or beneficial
      owner of such Note, if such compliance is required by statute or by regulation
      of the United States or of any political subdivision or taxing authority thereof
      or therein as a precondition to relief or exemption from such tax, assessment
      or
      other governmental charge; 

     

    (f)
      any tax, assessment or other
      governmental charge imposed by reason of such holder’s past or present status as
      the actual or constructive owner of 10% or more of the total combined voting
      power of all classes of stock entitled to vote of the Company or as a direct
      or
      indirect affiliate of the Company; 

     

    (g)
      any tax, assessment or other
      governmental charge required to be deducted or withheld by any Paying Agent
      from
      a payment on a Note or coupon, if such payment can be made without such
      deduction or withholding by any other Paying Agent; or 

     

    (h)
      any combination of two or more
      of items (a), (b), (c), (d), (e), (f) and (g); 

     

    nor
      shall U.S. Additional Amounts be
      paid with respect to any payment on a Note to a United States Alien who is
      a
      fiduciary or partnership or other than the sole beneficial owner of such payment
      to the extent such payment would be required by the laws of the United States
      (or any political subdivision thereof) to be included in the income, for tax
      purposes, of a beneficiary or settlor with respect to such fiduciary or a member
      of such partnership or a beneficial owner who would not have been entitled
      to
      the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial
      owner been the holder of such Note. 

     

    The
      Company will not be required to
      make any payment of U.S. Additional Amounts to any holder for or on the account
      of : 

     

    (a)
      any tax, duty, assessment or
      other governmental charge required to be withheld by any Paying Agent from
      any
      payment of principal of, or interest on, any Note, if such payment can be made
      without such withholding by any other Paying Agent in a member state of the
      European Union; or 

     

    (b)
      any tax, duty, assessment or
      other governmental charge required to be imposed or withheld on a payment to
      an
      individual and such deduction or withholding is required to be made pursuant
      to
      any European Union Directive on the taxation of savings or any law implementing
      or complying with, or introduced in order to conform to, such Directive.


     

    The
      Fiscal Agency Agreement provides
      that the Company will not merge or consolidate with any other corporation or
      sell, convey, transfer or otherwise dispose of all or substantially all of
      its
      properties to any other corporation, unless (i) either the Company shall be
      the continuing corporation or the successor corporation (if other than the
      Company) (the “successor corporation”) shall be a corporation incorporated under
      the laws of the United States of America and such successor corporation shall
      expressly assume the due and punctual payments of all amounts due under this
      Note and the due and punctual performance of all of the covenants and
      obligations of the Company under this Note by supplemental agreement
      satisfactory to the Fiscal and Paying Agent executed and delivered to such
      Fiscal and Paying Agent by the successor corporation and the Company and
      (ii) the Company or such successor corporation, as the case may be, shall
      not, immediately after such merger or consolidation, or such sale, conveyance,
      transfer or other disposition, be in default in the performance of any such
      covenant or obligation. Upon any such merger or consolidation, sale, conveyance,
      transfer or other disposition, such successor corporation shall succeed to
      and
      be substituted for, and may exercise every right and power of and shall be
      subject to all the obligations of, the Company under this Note, with the same
      effect as if such successor corporation had been named as the Company herein,
      and the Company shall be released from its liability under this Note and under
      the Fiscal Agency Agreement. 

     

    16


    The
      Fiscal Agency Agreement permits
      the Company, when authorized by resolution of the Board of Directors, and the
      Fiscal and Paying Agent, with the consent of the holders of not less than a
      majority in aggregate principal amount of the Notes of the Series of which
      this
      Note forms a part, to modify or amend the Fiscal Agency Agreement or such Notes;
      provided, however, that no such modification or amendment may,
      without the consent of the holders of each such Note affected thereby,
      (i) change the stated maturity of the principal of any such Note or extend
      the time for payment of interest thereon; (ii) change the amount of the
      principal of an Original Issue Discount Note of such Series that would be due
      and payable upon an acceleration of the maturity thereof; (iii) reduce the
      amount of interest payable thereon or the amount payable thereon in the event
      of
      redemption or acceleration; (iv) change the currency of payment of
      principal of or any other amounts payable on any such Note; (v) impair the
      right to institute suit for the enforcement of any such payment on or with
      respect to any such Note; (vi) reduce the above-stated percentage of the
      principal amount of Notes of such Series the consent of whose holders is
      necessary to modify or amend the Fiscal Agency Agreement or the Notes of such
      Series or reduce the percentage of the Notes of such Series required for the
      taking of action or the quorum required at any such meeting of holders of Notes
      of such Series; or (vii) modify the foregoing requirements to reduce the
      percentage of outstanding Notes of such Series necessary to waive any future
      compliance or past default. 

     

    Purchasers
      are required to pay for
      the Notes in the currency specified in the applicable Final Terms or Securities
      Note (as the case may be). Payment of principal, premium, if any, and interest,
      if any, on each Note will be made in immediately available funds in the
      Specified Currency unless otherwise specified in the applicable Final Terms
      or
      Securities Note (as the case may be) and except as provided below. 

     

    If
      specified in the applicable Final
      Terms or Securities Note (as the case may be), the Company may, without the
      consent of holders of Notes denominated in a Specified Currency of a member
      state of the European Union, which on or after the issue date of such Notes
      participates in European Economic and Monetary Union, on giving at least 30
      days’ prior notice (the “Redenomination Notice”) to the holders of such Notes
      and on prior notice to the Paying Agent, the Euroclear Operator, Clearstream
      Luxembourg and/or any other relevant clearing system, elect that, with effect
      from the date specified in the Redenomination Notice (the “Redenomination
      Date”), such Notes shall be redenominated in euro. The election will have effect
      as follows: (a) the Notes shall be deemed to be redenominated into euro in
      the denomination of €0.01 with a nominal amount for each Note equal to the
      nominal amount of that Note in the Specified Currency, converted into euro
      at
      the Established Rate (defined below), provided that, if the Company determines
      after consultation with the Paying Agent that the then market practice in
      respect of the redenomination into euro of internationally offered securities
      is
      different from the provisions specified above, such provisions shall be deemed
      to be amended so as to comply with such market practice and the Company shall
      promptly notify the holders of Notes, any stock exchange on which the Notes
      may
      be listed and the Paying Agent of such deemed amendments; (b) save to the
      extent that an Exchange Notice (defined below) has been given in accordance
      with
      paragraph (d) below, the amount of interest due in respect of the Notes
      will be calculated by reference to the aggregate nominal amount of Notes
      presented (or, as the case may be, in respect of which coupons are presented)
      for payment by the relevant holder and the amount of such payment shall be
      rounded down to the nearest €0.01; (c) if definitive Notes are required to
      be issued after the Redenomination Date, they shall be issued at the expense
      of
      the Company in the denominations of €1,000, €10,000, €100,000 and (but only to
      the extent of any remaining amounts less than €1,000 or such smaller
      denominations as the Paying Agent may approve) €0.01 and such other
      denominations as the Issuer shall determine and notify to the Noteholders;
      (d) if issued prior to the Redenomination Date, all unmatured coupons
      denominated in the Specified Currency (whether or not attached to the Notes)
      will become void with effect from the date on which the Company gives notice
      (the “Exchange Notice”) that replacement euro-denominated Notes and coupons are
      available for exchange (provided that such securities are so available) and
      no
      payments will be made in respect of them. The payment obligations contained
      in
      any Notes so issued will also become void on that date although such Notes
      will
      continue to constitute valid exchange obligations of the Company. New
      euro-denominated Notes and coupons, if any, will be issued in exchange for
      Notes
      and coupons, if any, denominated in the Specified Currency in such manner as
      the
      Paying Agent may specify and as shall be notified to the holders of Notes in
      the
      Exchange Notice. No Exchange Notice may be given less than 15 days prior to
      any
      date for payment of principal or interest on the Notes; (e) after the
      Redenomination Date, all payments in respect of the Notes and the coupons,
      if
      any, including payments of interest in respect of periods commencing before
      the
      Redenomination Date, will be made solely in euro as though references in the
      Notes to the Specified Currency were to euro. Payments will be made in euro
      by
      credit or transfer to a euro account outside the United States (or any other
      account to which euro may be credited or transferred) specified by the payee
      or,
      at the option 

     

    17


    of
      the payee, by a euro cheque
      mailed to an address outside the United States; (f) the applicable Final
      Terms or Securities Note (as the case may be) will specify any relevant changes
      to the provisions relating to interest; and (g) such other changes shall be
      made as the Company may decide, after consultation with the Paying Agent and
      the
      calculation agent (if applicable), and as may be specified in the Redenomination
      Notice, to conform them to conventions then applicable to instruments
      denominated in euro. For the purposes hereof, “Established Rate” means the rate
      for the conversion of the Specified Currency (including compliance with rules
      relating to roundings in accordance with applicable European Union regulations)
      into euro established by the Council of the European Union pursuant to Article
      1091(4) of the treaty establishing the European Communities, as amended by
      the
      Treaty on European Union, and “sub-unit” means, with respect to any Specified
      Currency other than euro, the lowest amount of such Specified Currency that
      is
      available as legal tender in the country of such Specified Currency and, with
      respect to euro, means one cent. 

     

    Payments
      of principal, premium, if
      any, and interest, if any, on any Note denominated in a Specified Currency
      other
      than U.S. dollars shall be made in U.S. dollars if, on any payment date, such
      Specified Currency (a) is unavailable due to imposition of exchange
      controls or other circumstances beyond the Company’s control or (b) is no
      longer used by the government of the country issuing such currency or for the
      settlement of transactions by public institutions in that country or within
      the
      international banking community. Such payments shall be made in U.S. dollars
      on
      such payment date and on all subsequent payment dates until such Specified
      Currency is again available or so used as determined by the Company.


     

    Amounts
      so payable on any such date
      in such Specified Currency shall be converted into U.S. dollars at a rate
      determined by the Exchange Rate Agent on the basis of the most recently
      available Market Exchange Rate or as otherwise indicated in the applicable
      Final
      Terms or Securities Note (as the case may be). The Exchange Rate Agent at the
      date of the Fiscal Agency Agreement is JPMorgan Chase Bank, N.A.. Any payment
      required to be made on Notes denominated in a Specified Currency other than
      U.S.
      dollars and euro that is instead made in U.S. dollars under the circumstances
      described above will not constitute a default of any obligation of the relevant
      Issuer under such Notes. The “Market Exchange Rate” with respect to any currency
      other than U.S. dollars means, for any day, the noon dollar buying rate in
      The
      City of New York on such day for cable transfers of such currency as published
      by the Federal Reserve Bank of New York, or, if such rate is not published
      for
      such day, the equivalent rate as determined by the Exchange Rate Agent.


     

    The
      provisions of the two preceding
      paragraphs shall not apply in the event of the introduction in the country
      issuing any Specified Currency of the euro pursuant to the entry of such country
      into European Economic and Monetary Union. In this situation, payments of
      principal, premium, if any, and interest, if any, on any Note denominated in
      any
      such Specified Currency shall be effected in euro at such time as is required
      by, and otherwise in conformity with, legally applicable measures adopted with
      reference to such country’s entry into European Economic and Monetary Union. All
      references herein or in any Final Terms or Securities Note (as the case may
      be)
      to “euro” shall be to the lawful currency of the member states of the European
      Union that adopt the single currency in accordance with the treaty establishing
      the European Communities, as amended. 

     

    All
      determinations made by the
      Company or the agent of the Company shall be at such person’s sole discretion
      and shall, in the absence of manifest error, be conclusive for all purposes
      and
      binding on the Company and all holders of Notes. 

     

    So
      long as this Note shall be
      outstanding, the Company will cause to be maintained an office or agency for
      the
      payment of the principal of and premium, if any, and interest on this Note
      as
      herein provided in London, England, and in any jurisdiction required by the
      rules and regulations of any stock exchange, competent authority and/or market
      on which this Note may be listed and/or admitted to trading and an office or
      agency in London for the transfer and exchange as aforesaid of the Notes. The
      Company may designate other agencies for the payment of said principal, premium
      and interest at such place or places outside the United States (subject to
      applicable laws and regulations) as the Company may decide. So long as there
      shall be any such agency, the Company shall keep the Fiscal and Paying Agent
      advised of the names and locations of such agencies, if any are so designated.
      

     

    With
      respect to moneys paid by the
      Company and held by the Fiscal and Paying Agent or any Paying Agent for the
      payment of the principal of or interest or premium, if any, on any Note that
      remain unclaimed at the end of three 

     

    18


    years
      after such principal, interest
      or premium shall have become due and payable (whether at maturity or upon call
      for redemption or otherwise), (i) the Fiscal and Paying Agent or such
      Paying Agent shall notify the holders of such Notes that such moneys shall
      be
      repaid to the Company and any person claiming such moneys shall thereafter
      look
      only to the Company for payment thereof and (ii) such moneys shall be so
      repaid to the Company. Upon such repayment all liability of the Fiscal and
      Paying Agent or such Paying Agent with respect to such moneys shall thereupon
      cease, without, however, limiting in any way any obligation that the Company
      may
      have to pay the principal of or interest or premium, if any, on this Note as
      the
      same shall become due. 

     

    No
      provision of this Note or of the
      Fiscal Agency Agreement shall alter or impair the obligation of the Company,
      which is absolute and unconditional, to pay the principal of, premium, if any,
      and interest on this Note at the time, place, and rate, and in the coin or
      currency, herein and in the Fiscal Agency Agreement prescribed unless otherwise
      agreed between the Company and the holder of this Note. 

     

    No
      recourse shall be had for the
      payment of the principal of, or premium, if any, or the interest on this Note,
      for any claim based hereon, or otherwise in respect hereof, or based on or
      in
      respect of the Fiscal Agency Agreement or any fiscal agency agreement
      supplemental thereto, against any incorporator, shareholder, officer or
      director, as such, past, present or future, of the Company or of any successor
      corporation to the Company, either directly or through the Company or any
      successor corporation to the Company, whether by virtue of any constitution,
      statute or rule of law or by the enforcement of any assessment or penalty or
      otherwise, all such liability being, by the acceptance hereof and as part of
      the
      consideration for the issue hereof, expressly waived and released. 

     

    This
      Note shall for all purposes be
      governed by, and construed in accordance with, the laws of the State of New
      York. 

     

    As
      used herein: 

     

    (a)
      the term “Business
      Day” means, unless otherwise specified in the applicable Final Terms or
      Securities Note (as the case may be), any day other than a Saturday or Sunday
      or
      any other day on which banking institutions are generally authorized or
      obligated by law or regulation to close in (i) the Principal Financial
      Center of the country in which the Company is incorporated; (ii) the
      Principal Financial Center of the country of the currency in which the Notes
      are
      denominated (if the Note is denominated in a Specified Currency other than
      euro); (iii) the place at which payment on such Note or coupon is to be
      made; or (iv) London, England; provided, however, that with respect to
      Notes denominated in euro, such day is also a TARGET Settlement Day;


     

    (b)
      the term “Designated
      EURIBOR Page” means Capital Markets Report Page 248 of Telerate, or any
      other page as may replace such page on such service; 

     

    (c)
      the term
“Notices” refers to notices to holders of the Notes to be given
      by publication in one leading English language daily newspaper with general
      circulation in London or, if publication in London is not practical, elsewhere
      in Western Europe. Such publication is expected to be made in the Financial
      Times. If the Series of which this Note forms a part is listed on any stock
      exchange, competent authority and/or market, notices to the holders of the
      Notes
      will be published in a manner which complies with the rules and regulations
      of
      such stock exchange, competent authority and/or market. Such notices will be
      deemed to have been given on the date of such publication, or if published
      in
      such newspapers on different dates, on the date of the first such publication;
      

     

    (d)
      the term “Principal
      Financial Center” means (i) the capital of the country issuing the
      currency in which the Notes are denominated 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 the following
      currencies, the “Principal Financial Center” will be as indicated below:


     

    19


    
      	
            	
            	
            
	
              Currency

              

            	  	
              Principal
                Financial
                Center

              

            
	United
              States dollars	  	The
              City
              of New York
	Australian
              dollars	  	Sydney
              and Melbourne
	
              Canadian
                dollars

              New
                Zealand
                dollars

            	  	
              Toronto

              Auckland
                and
                Wellington

            
	Norwegian
              Krone	  	Oslo
	South
              African rand	  	Johannesburg
	Swedish
              Krona	  	Stockholm
	Swiss
              francs	  	Zurich


    

     

    (e)
      the term “Representative
      Amount” means a principal amount of not less than $1,000,000 (or its
      foreign currency equivalent) that in the calculation agent’s judgment is
      representative for a single transaction in the relevant currency in which
      related Notes are issued in such market at such time; 

     

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


     

    (g)
      the term “United
      States” means the United States of America (including the States and
      the District of Columbia), its territories, its possessions and other areas
      subject to its jurisdiction; 

     

    (h)
      the term “United States
      Alien” means a beneficial owner of a Note that is not, for United
      States federal income tax purposes, (i) a citizen or resident of the United
      States, (ii) a corporation, partnership or other entity created or
      organized in or under the laws of the United States or any political subdivision
      thereof, (iii) an estate whose income is subject to United States federal
      income tax regardless of its source, or (iv) a trust if a court within the
      United States is able to exercise primary supervision over the administration
      of
      the trust and one or more United States persons have the authority to control
      all substantial decisions of the trust or if such trust has a valid election
      in
      effect under applicable U.S. Treasury regulations to be treated as a United
      States person; and 

     

    (i)
      the term
“Certification” means a certificate substantially in the form
      of Exhibit B-2 hereto delivered by the Euroclear Operator, Clearstream
      Luxembourg or other clearance system specified on the face hereof, as the case
      may be, which certificate is based on a certificate substantially in the form
      of
      Exhibit B-1 hereto provided to it by its account holders; and 

     

    (j)
      all other terms used in this
      Note which are defined in the Fiscal Agency Agreement and not otherwise defined
      herein shall have the meanings assigned to them in the Fiscal Agency Agreement.
      

     

    20


    OPTION
      TO ELECT REPAYMENT


     

    The
      undersigned hereby irrevocably
      request(s) the Issuer to repay the within Note (or portion thereof specified
      below) pursuant to its terms at a price equal to the principal amount thereof,
      together with interest to the Optional Repayment Date, to the undersigned,
      at
                    
      (Please print or typewrite name and address of the
      undersigned). 

     

    If
      less than the entire principal
      amount of the within Note is to be repaid, specify the portion thereof (which
      shall be increments of 1,000 units of the Specified Currency indicated on the
      face hereof) which the holder elects to have
      repaid:                    ;
      and specify the denomination or denominations (which shall not be less than
      the
      minimum authorized denomination) of the Notes to be issued to the holder for
      the
      portion of the within Note not being repaid (in the absence of any such
      specification, one such Note will be issued for the portion not being repaid):
      

     

                        .
      

     

    Date:


     

    
      	
            
	NOTICE:
              The signature on this Option to Elect
              Repayment must correspond with the name as written upon the face of
              the
              within instrument in every particular without alteration or
              enlargement.


    

     

    21


    SCHEDULE
      A-1


     

    EXCHANGE
      FOR DEFINITIVE
      BEARER NOTES, DEFINITIVE 

    REGISTERED
      NOTES AND FROM
      TEMPORARY GLOBAL NOTE 

     

    The
      Initial Principal Amount of this
      Note is
            .
      The following payments of interest and exchanges of a part of this Permanent
      Global Floating Rate Bearer Note for definitive Bearer Notes and Registered
      Notes, and from Temporary Global Notes have been made: 

     

    
      	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              Date
                of

              Exchange
                or

              Interest

              Payment

              

            	  	
              Payment
                of

              Interest

              

            	  	
              Principal

              (Face)6

              Amount

              Exchanged

              From

              Temporary

              Global
                Notes

              

            	  	
              Principal

              (Face)7

              Amount

              Exchanged

              For

              Definitive

              Bearer

              Notes

              

            	  	
              Principal

              (Face)7

              Amount

              Exchanged

              For

              Definitive

              Registered

              Notes

              

            	  	
              Remaining

              Principal

              (Face)7

              Amount

              Outstanding

              Following

              Such

              Exchange

              

            	  	
              Notation

              Made
                by
                or

              on
                behalf
                of

              Fiscal
                and

              Paying

              Agent

              

            


    

     

    

    
      	6	To
              be used if Note has dual-currency or index
              feature. 


    

     

    22


    SCHEDULE
      A-2


     

    AMORTIZATION
      SCHEDULE


     

    [INSERT
      IF APPLICABLE] /
      [NOT APPLICABLE] 

    EXHIBIT
      B-1


     

    [FORM
      OF CERTIFICATE TO BE
      GIVEN BY AN ACCOUNT 

    HOLDER
      OF THE EUROCLEAR
      OPERATOR, CLEARSTREAM, LUXEMBOURG 

    OR
      OTHER CLEARANCE SYSTEM]


     

    CERTIFICATE
      

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    Euro
      Medium-Term Notes


     

    Represented
      by Permanent Global Note
      No.     . 

     

    This
      is to certify that as of the
      date hereof, and except as set forth below, the above-captioned Notes held
      by
      you for our account (i) are owned by person(s) requesting definitive
      [Registered/Bearer] Notes in exchange for their interests in the
      above-referenced permanent global Note and (ii) such persons desire to
      exchange
            
      principal amount of the above-captioned Notes for definitive [Registered/Bearer]
      Notes. 

     

    We
      undertake to advise you promptly
      by tested telex on or prior to the date on which you intend to submit your
      certification relating to the Notes held by you for our account in accordance
      with your Operating Procedures if any applicable statement herein is not correct
      on such date, and in the absence of any such notification it may be assumed
      that
      this certification applies as of such date. 

     

    This
      certification excepts and does
      not relate to
      $            
      of such interest in the above Notes in respect of which we do not desire to
      exchange for definitive Notes. 

     

    Dated:
                          ,
      20 

     

    
      	
            	
            	
            
	[Name
              of Account Holder]
	
            	
            
	By:	 	
               

              

            
	 	 	(Authorized
              Signatory)
	Name:	 	 
	Title:	 	 


    

    EXHIBIT
      B-2


     

    [FORM
      OF CERTIFICATE TO BE
      GIVEN BY AN ACCOUNT 

    HOLDER
      OF THE EUROCLEAR
      OPERATOR, CLEARSTREAM, LUXEMBOURG 

    OR
      OTHER CLEARANCE SYSTEM]


     

    CERTIFICATE
      

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

    Euro
      Medium-Term Notes


     

    Represented
      by Permanent
      Global Note No.     . 

     

    This
      is to certify that, based
      solely on certifications we have received in writing, by tested telex or by
      electronic transmission from member organizations appearing in our records
      as
      persons being entitled to a portion of the principal amount set forth below
      (our
“Member Organizations”) substantially to the effect set forth in Exhibit C-1 to
      the Fiscal and Paying Agency Agreement relating to such Notes, as of the date
      hereof,
            
      principal amount of the above-captioned Notes (i) is owned by person(s)
      requesting definitive [Registered/Bearer] Notes in exchange for their interests
      in the above-referenced permanent global Note and (ii) such persons desire
      to exchange
            
      principal amount of the above-captioned Notes for definitive [Registered/Bearer]
      Notes. 

     

    We
      further certify (i) that we
      are not making available herewith for exchange all interests in portion of
      the
      permanent global Note excepted as set forth herein and (ii) that as of the
      date hereof we have not received any notification from any of our Member
      Organizations to the effect that the statements made by such Member
      Organizations with respect to any portion of the permanent global Note submitted
      herewith are no longer true and cannot be relied upon as the date hereof.


     

    Dated:
                          ,
      20 

     

    
      	
            	
            	
            
	[EUROCLEAR
              BANK, S.A./N.V
	    as
              Operator of the Euroclear
              System]
	
            
	[CLEARSTREAM BANKING SOCIÉTÉ ANONYME]
	
            
	[OTHER
              CLEARANCE SYSTEM]
	
            	
            
	By: