Unassociated Document


    Exhibit
      4(n)


     

    FORM
      OF DEFINITIVE FLOATING
      RATE BEARER NOTE 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    
      	
            	
            	
            
	BEARER	  	BEARER
	No.
              DBFL	  	[                    ]1
	 	  	[                    ]2


    

     

    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. 

     

    

    
      	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:

            	  	
              IF INTEREST RATE BASIS IS

              LIBOR, INDEX CURRENCY:

               

               

              DESIGNATED LIBOR PAGE:

              [  ]
                Reuters Page:
                                    

              [  ]
                Telerate Page:
                                

               

               

              MAXIMUM INTEREST RATE:

               

               

              MINIMUM INTEREST RATE:

            	  	
              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)

               

            	  	
              DESIGNATED
                EXCHANGE

              RATE:

               

               

              CURRENCY
                BASE
                RATE:

               

               

              DETERMINATION
                AGENT:

               

               

              INITIAL
                MATURITY
                DATE:

               

               

              ELECTION
                DATE

            
	
            	
            	
            	
            
	
              INTEREST CALCULATION:

              [  ] Regular
                Floating Rate Note

              [  ] Inverse
                Floating Rate Note

              [  ] Other
                Floating Rate

            	  	
              INTEREST
                PAYMENT

              PERIOD:

               

              INTEREST PAYMENT

              DATE(S):

            	  	
              CALCULATION
                AGENT:

               

              ISSUER
                OPTIONAL

              REDEMPTION
                DATE:

            	  	
              FINAL
                MATURITY
                DATE:

               

               

              AVAILABILITY
                OF

              REGISTERED
                NOTES:

            
	
            	
            	
            	
            
	
              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):

            	  	
              INITIAL
                INTEREST
                RATE:

               

               

              INTEREST
                RESET
                PERIOD:

               

               

              INTEREST
                RESET
                DATES:

               

               

              INTEREST DETERMINATION

              DATE:

            	  	
              NOTEHOLDER
                OPTIONAL

              REDEMPTION
                DATE:

               

               

              OPTIONAL
                REPAYMENT:

               

               

              FACE AMOUNT CURRENCY:

               

               

              OPTION
                VALUE

              CALCULATION
                AGENT:

            	  	
               

              DENOMINATIONS
                OF

              DEFINITIVE NOTES (if not as

              set
                forth
                herein):

               

               

              REDENOMINATION:

               

               

              LISTING:

               

               

              TAX
                REDEMPTION
                DATE:

            
	
            	
            	
            	
            
	
              SPREAD
                MULTIPLIER:

            	  	
              REGULAR
                RECORD
                DATES

              (if
                any):

            	  	
              OPTIONAL
                PAYMENT

              CURRENCY:

            	  	
              ADDENDUM
                ATTACHED:

               

            
	
            	
            	
            	
            
	
              INDEX
                MATURITY:

            	  	 	  	
               

              OPTION ELECTION DATES:

            	  	
               

              OTHER
                PROVISIONS:

               

               

              RANKING:

              [ ] Senior

              [ ] Subordinated

            


    

     

    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
      above 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 hereto and to pay interest thereon to the bearer
      of the coupons, if any, attached hereto (the “Coupons”) at the interest rate per
      annum calculated in accordance with the terms hereof from the last date on
      which
      interest was paid on the 

     

    

    
      	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


    predecessor
      global Note, or if no
      such interest was paid, then from the Original Issue Date of the predecessor
      global Note, 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).
      

     

    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 hereon or on the
      predecessor global Note has been paid or duly provided for, or, if no interest
      has been paid or duly provided for, from the Original Issue Date of the
      predecessor global Note, 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,
      subject to certain exceptions described herein, be paid to the holder of the
      appropriate Coupon upon presentment and surrender thereof at the office or
      agency of the Fiscal and Paying Agent or at the office of any Paying Agent.
      

     

    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.
      

     

    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. 

     

    3


    IN
      WITNESS WHEREOF,
      the Company has caused this Note to be duly executed under its corporate seal.
      

     

    
      	
            	
            	
            	
            	
            	
            	
            
	
              DATED:

            	 	 	 	GENERAL
              ELECTRIC CAPITAL CORPORATION
	
            	
            	
            	
            
	 	 	 	 	 	 	 
	
              [SEAL]

            	 	 	 	By:	 	
               

              

            
	 	 	 	 	Title:	 	 
	
              Attest:

            	 	 	 	 	 	 
	
            	
            	
            	
            
	
              By:

            	 	
               

              

            	 	 	 	 
	
              Title

            	 	 	 	 	 	 


    

     

    
      	
            	
            	
            
	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


    

     

    4


    [Form
      of Reverse of
      Note]

     

    This
      Note is one of a duly
      authorized issue of [Euro Medium-Term Notes]1
      [Debt Securities]2
      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 the Company, 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 terms include 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, but not including, the
      relevant Noteholder Optional Redemption Date. 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 following the Original
      Issue Date of the predecessor global Note (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 of the predecessor global Note 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. 

     

    5


    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 of the
      predecessor global Note 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 FHLB 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 day Treasury bills
      are normally auctioned (Treasury Bills are normally sold at auction on Monday
      of
      each week, unless that day is a legal holiday, in which case the auction is
      normally held on the following Tuesday, except that such auction may be held
      on
      the preceding Friday); provided, however, that if an auction is
      held on the Friday of the week preceding 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. The Interest Determination Date pertaining to an Interest
      Reset Date for Notes bearing interest determined with referenc e to two or
      more
      Interest Rate Bases shall be the latest Business Day which is at least two
      Business Days prior to each Interest Reset Date for such Floating Rate Notes.
      “London Banking Day” means any day on which commercial banks are open for
      business (including dealings in Designated LIBOR Currency) in London, England.
      

     

    6


    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 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 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 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 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, 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


     

    7


    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
      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 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, 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 

     

    8


    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 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 euro 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 euro 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 euro 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 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
      

     

    9


    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 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 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 Interest
      Determination 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 Interest Determination 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 Interest Determination 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. 

     

    10


    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. 

     

    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: 

     

    (1)
      if “Actual/365”, “Actual/Actual”
or “Actual/Actual (ISDA)” is specified in the applicable Final Terms or
      Securities Note (as the case may be), 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); 

     

    (2)
      if “Actual/365 (Fixed)” is
      specified in the applicable Final Terms or Securities Note (as the case may
      be),
      the actual number of days in the Interest Reset Period divided by 365;


     

    (3)
      if “Actual/365 (Sterling)” is
      specified in the applicable Final Terms or Securities Note (as the case may
      be),
      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; 

     

    (4)
      if “Actual/360” is specified in
      the applicable Final Terms or Securities Note (as the case may be), the actual
      number of days in the Interest Reset Period divided by 360; 

     

    (5)
      if “30/360”, “360/360” or “Bond
      Basis” is specified in the applicable Final Terms or Securities Note (as the
      case may be), 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 

     

    (6)
      if “30E/360” or “Eurobond Basis”
is specified in the applicable Final Terms or Securities Note (as the case
      may
      be), 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). 

     

    11


    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. 

     

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

     

    This
      Note has been issued in bearer
      form (a “Bearer Note”), with Coupons, if any, and any Note or Notes issued upon
      transfer or exchange hereof is issuable as a Bearer Note, with Coupons, if
      any,
      attached in such denominations of the Specified Currency as are indicated on
      the
      face hereof or (if so specified on the face hereof) as a Note in fully
      registered form, without coupons (a “Registered Note”), in such denominations of
      the Specified Currency indicated on the face hereof. 

     

    This
      Note may be transferred by
      delivery. If so specified on the face hereof, then, at the option of the holder
      of this Note, and subject to the terms of the Fiscal Agency Agreement, this
      Note
      (with all unmatured Coupons, and all matured Coupons in default) will be
      exchangeable at the option of the holder hereof into Registered Notes of any
      authorized denominations of like tenor and in an equal aggregate principal
      amount, in accordance with the provisions of the Fiscal Agency Agreement, at
      the
      corporate trust office of JPMorgan Chase Bank, N.A., which initially has been
      appointed registrar for the Registered Notes or at the office of any transfer
      agent appointed by the Company for such purpose. If this Note is surrendered
      in
      exchange for Registered Notes after the close of business at any such office
      on
      (i) any record date for the payment of interest (a “Regular Record Date”)
      on a Registered Note on an Interest Payment Date and before the opening of
      business at such office on the relevant Interest Payment Date, or (ii) any
      record date to be established for the payment of defaulted interest on a
      Registered Note (a “Special Record Date”) and before the opening of business at
      such office on the related proposed date for payment of defaulted interest,
      this
      Note shall be surrendered without the Coupon relating to such date for payment
      of interest. This Note may also be exchanged for other definitive Bearer Notes
      with Coupons, if any, in other authorized denominations, in an equal aggregate
      principal amount, in accordance with the provisions of the Fiscal Agency
      Agreement, at the offices of the Fiscal and Paying Agent or at the office of
      any
      transfer agent designated by the Company for such purpose. All such exchanges
      of
      Notes and Coupons will be made free of charge, but the Company may require
      payment of a sum sufficient to cover any tax or other governmental charge in
      connection therewith. The date of surrender of any Note or Coupon delivered
      upon
      any exchange or transfer of Notes or Coupons shall be such that no gain or
      loss
      of interest results from such exchange or transfer. 

     

    If
      this Note is to be redeemed, the
      Company shall not be required to issue or exchange this Note for a period of
      15
      days preceding the date fixed for redemption. 

     

    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


     

    

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



    

     

    12


    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. 

     

    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 to
      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 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
      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,]6
      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 Additional Amounts specified in the next
      succeeding paragraph, and (if applicable) the last date by which the


     

    

    
      	6	Include
              if Notes are original issue discount Notes.
              


    

     

    13


    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 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 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,]7
      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 Additional Amounts pursuant to this paragraph, the Company shall have
      the
      right to redeem the Bearer Notes of such Series in 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 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
      “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 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,
      if any, for payment on a date more than 15 calendar days after the date on
      which
      such payment became due and payable or on the date on which payment thereof
      is
      duly provided for, whichever occurs later; 

     

    

    
      	7	Include
              if Notes are original issue discount Notes.
              


    

     

    14


    (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; 

     

    (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 subsidiary of the Company; or 

     

    (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 items (a),
      (b), (c), (d), (e), (f) and (g); 

     

    nor
      shall 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 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 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.
              


    

     

    15


    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 organized under
      the laws of the United States of America or of a state thereof 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. 

     

    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 and, if applicable, Euroclear Bank,
      S.A./N.V. as operator of the Euroclear System, Clearstream Banking, société
anonyme 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 

     

    16


    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 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 109L(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 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” or “€” 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. 

     

    17


    All
      determinations made by the
      Company or its agent 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 or the Coupons
      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 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, either directly or through the Company or any successor
      corporation, 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 and the Coupons 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. For purposes
      of
      this definition, the Principal Financial Center of the United States is New
      York; 

     

    (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; 

     

    18


    (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, such
      publication shall be made elsewhere in Western Europe. Such publication is
      expected to be made in the Financial Times. If the Series of which this
      Note forms 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:


     

    
      	
            	
            	
            
	
              Currency

              

            	  	
              Principal
                Financial
                Center

              

            
	United
              States Dollars	  	The
              City
              of New York
	Australian
              Dollars	  	Sydney
              and Melbourne
	Canadian
              Dollars	  	Toronto
	New
              Zealand Dollars	  	Auckland
              and Wellington
	Norwegian
              Krone	  	Oslo
	South
              African Rand	  	Johannesburg
	
              Swedish
                Krona

              Swiss
                Francs

            	  	
              Stockholm

              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 any other entity created or
      organized in or under the laws of the United States or any political subdivision
      thereof, (iii) an estate the income of which is subject to United States
      federal income taxation regardless of its source or (iv) a trust if a court
      in 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;. Notwithstanding the preceding sentence,
      to
      the extent provided in Treasury regulations, certain trusts in existence on
      August 20, 1996, and treated as United States persons prior to such date,
      that elect to continue to be treated as United States persons, will also not
      be
      a United States Alien; and 

     

    (i)
      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.
      

     

    19


    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.


    

     

    20


    SCHEDULE
      A


     

    AMORTIZATION
      SCHEDULE


     

    [INSERT
      IF APPLICABLE] /
      [NOT APPLICABLE] 

    EURO
      MEDIUM-TERM NOTE


    NO.
                  

     

    FORM
      OF COUPON


     

    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. 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    EURO
      MEDIUM-TERM NOTE


     

    
      	
            	
            	
            
	Principal
              Amount:	  	Coupon
              Number8            
	 	  	
              [Specified
                Currency]

            
	
            	
            
	 	  	Due
                                      


    

     

    Unless
      the Note to which this Coupon
      appertains shall have been called for previous redemption and payment thereof
      duly provided for, on the date set forth hereon, GENERAL ELECTRIC CAPITAL
      CORPORATION (the “Company”) will pay to bearer, upon surrender hereof at such
      agencies in such places outside the United States as the Company may determine
      from time to time (the “Paying Agents”), interest on the principal amount of
      such Note, calculated in accordance with the terms of such Note (together with
      any additional amounts in respect thereof which the Company may be required
      to
      pay according to the terms of such Note), in such coin or currency as specified
      above as at the time of payment shall be legal tender for the payment of public
      and private debts. Payment on this Coupon shall be made, at the option of the
      bearer hereof and subject to any applicable laws and regulations, by a check
      mailed to an address outside the United States furnished by such bearer or
      by
      wire transfer to an account maintained by the payee with a bank located outside
      the United States. 

     

    GENERAL
      ELECTRIC CAPITAL
      CORPORATION 

     

    
      	
            	
            	
            	
            	
            	
            	
            	
            	
            
	[SEAL]	  	 	 	 	  	 	 	 
	
            	
            	
            	
            	
            
	Attest:	  	By	 	
               

              

            	  	By:	 	
               

              

            
	 	  	Title	 	 	  	Title	 	 


    

    

    
      	8	The
              Coupon number, the Specified Currency and due
              date should appear in the right-hand section of the face of the Coupon.
              


    

    [Form
      of Reverse of Coupon]


     

    Principal
      Paying
      Agent: 

     

    JPMorgan
      Chase Bank, N.A.


    London
      Branch 

    Trinity
      Tower 

    9
      Thomas More Street 

    London
      E1W 1WT, United Kingdom


     

    Paying
      Agents: