exhibit_4-1.htm


                Exhibit
4.1

     

    


     

    


     

    


     

    


     

    AMENDED
AND RESTATED AGENCY AGREEMENT

     

    


     

    TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

    TOYOTA
CREDIT CANADA INC.

    TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)

    TOYOTA
MOTOR CREDIT CORPORATION

    as
Issuers

     

    and

     

    THE
BANK OF NEW YORK MELLON

    as
Agent

     

    in
respect of a

     

    


     

    €40,000,000,000

    EURO
MEDIUM TERM NOTE PROGRAMME

     

    


     

    Dated
26 September 2008

     


    
      
        
          LON4572729/31 126507-0004

        

         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

     

    CLAUSE                                                                     PAGE

    

      
        	
                1.           
       Definitions And Interpretations

              	
                2

              
	
                2.          
        Appointment of agent and Paying Agents

              	
                9

              
	
                3.          
        Issue of Temporary Global Notes

              	
                11

              
	
                4.          
        Issue of Permanent Global Notes

              	
                12

              
	
                5.          
        Issue of Definitive bearer Notes

              	
                13

              
	
                6.           
       Exchanges

              	
                14

              
	
                7.           
       Terms of Issue

              	
                15

              
	
                8.          
        Payments

              	
                16

              
	
                9.            
      Determinations and Notifications in Respect of Notes

              	
                19

              
	
                10.           Notice
      of Any Withholding or Deduction

              	
                20

              
	
                11.           Duties
      of the Agent in Connection with Early Redemption

              	
                20

              
	
                12.           Publication
      of Notices

              	
                21

              
	
                13.           Cancellation,
      Resale and Reissuance of Notes, Receipts, Coupons and
    Talons

              	
                21

              
	
                14.           Issue
      of Replacement Notes, Receipts, Coupons and Talons

              	
                23

              
	
                15.           Copies
      of this Agreement and Each Final Terms Available for
      Inspection

              	
                24

              
	
                16.           Commissions
      and Expenses

              	
                25

              
	
                17.           Indemnity

              	
                25

              
	
                18.           Repayment
      by the Agent

              	
                25

              
	
                19.           Conditions
      of Appointment

              	
                26

              
	
                20.           Communication
      Between the Parties

              	
                27

              
	
                21.           Changes
      in Agent and Paying Agents

              	
                27

              
	
                22.           Merger
      and Consolidation

              	
                29

              
	
                23.           Notifications

              	
                30

              
	
                24.           Change
      of Specified Office

              	
                30

              
	
                25.           Notices

              	
                30

              
	
                26.           Taxes
      and Stamp Duties

              	
                31

              
	
                27.           Currency
      Indemnity

              	
                31

              
	
                28.           Amendments:  Meetings
      of Holders

              	
                31

              
	
                29.           Calculation
      Agency Agreement

              	
                34

              
	
                30.           Redenomination
      and Exchange

              	
                34

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      
        	
                31.           Deed
      Poll

              	
                37

              
	
                32.           Descriptive
      Headings

              	
                38

              
	
                33.           CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

              	
                38

              
	
                34.           Governing
      Law

              	
                38

              
	
                35.           Counterparts

              	
                39

              
	
                Appendix A
      TERMS AND CONDITIONS OF THE NOTES

              	
                43

              
	
                Appendix B
      FORMS OF GLOBAL AND DEFINITIVE NOTES,COUPONS, RECEIPTS AND
      TALONS

              	
                78

              
	
                APPENDIX B-1  FORM OF
      TEMPORARY GLOBAL NOTE

              	
                79

              
	
                SCHEDULE ONE  PART
      I  INTEREST PAYMENTS

              	
                86

              
	
                SCHEDULE ONE  PART
      II  INSTALMENT PAYMENTS

              	
                87

              
	
                SCHEDULE TWO  SCHEDULE
      OF EXCHANGES FOR NOTES REPRESENTED BY A PERMANENT 

                        GLOBAL
      NOTE OR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND
      

                       
      CANCELLATIONS

              	
                 

                 

                88

              
	
                APPENDIX B-2  FORM OF
      PERMANENT GLOBAL NOTE

              	
                89

              
	
                SCHEDULE ONE  PART
      I  INTEREST PAYMENTS

              	
                96

              
	
                SCHEDULE ONE  PART
      II  INSTALMENT PAYMENTS

              	
                97

              
	
                SCHEDULE TWO  SCHEDULE
      OF EXCHANGES OF ATEMPORARY GLOBAL NOTE AND FOR 

                       
      DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND
      CANCELLATIONS

              	
                 

                98

              
	
                APPENDIX B-3  FORM OF
      DEFINITIVE BEARER NOTE

              	
                99

              
	
                APPENDIX B-4  FORM OF
      COUPON

              	
                102

              
	
                APPENDIX B-5  FORM OF
      RECEIPT

              	
                104

              
	
                APPENDIX B-6  FORM OF
      TALON

              	
                107

              
	
                Appendix C
      FORM OF CALCULATION AGENCY AGREEMENT

              	
                109

              
	
                Appendix D
      FORM OF OPERATING and ADMINISTRATIVEPROCEDURES MEMORANDUM

              	
                118

              
	
                ANNEX A TO APPENDIX
      D  SETTLEMENT PROCEDURES

              	
                121

              
	
                ANNEX B TO APPENDIX
      D  FORM OF FINAL TERMS

              	
                126

              
	
                ANNEX C TO APPENDIX
      D  FORM OF PURCHASER’SCONFIRMATION TO THE ISSUER

              	
                165

              
	
                ANNEX D TO APPENDIX
      D  FORM OF THE ISSUER’SCONFIRMATION TO AGENT AND 

                       
      PURCHASERS

              	
                 

                167

              
	
                ANNEX E TO APPENDIX
      D  TRADING DESK INFORMATION

              	
                168

              
	
                Appendix E
      FORM OF THE NOTES

              	
                170

              
	
                Appendix F
      Additional Duties of the Agent

              	
                174

              
	
                Appendix G
      FORM OF DEED POLL (sUBSTITUTION OF ISSUER)

              	
                175

              
	 
      	 
      


      



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED AGENCY AGREEMENT

     

    in
respect of a

     

    €40,000,000,000

    EURO
MEDIUM TERM NOTE PROGRAMME

     

    THIS AMENDED AND RESTATED AGENCY
AGREEMENT is made on 26 September 2008

     

    BETWEEN:

     

    
      	
              (1)

            	
              TOYOTA MOTOR FINANCE
      (NETHERLANDS) B.V. of Atrium, Strawinskylaan 3105, 1077 ZX
      Amsterdam, the Netherlands (TMF);

            


    

     

    
      	
              (2)

            	
              TOYOTA CREDIT CANADA
      INC. of 80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada
      (TCCI);

            


    

     

    
      	
              (3)

            	
              TOYOTA FINANCE AUSTRALIA
      LIMITED (ABN 48 002 435 181) of Level 9, 207 Pacific Highway, St
      Leonards, NSW 2065, Australia (TFA);

            


    

     

    
      	
              (4)

            	
              TOYOTA MOTOR CREDIT
      CORPORATION of 19001 South Western Avenue, EF12, Torrance,
      California 90501, U.S.A. (TMCC);
    and

            


    

     

    
      	
              (5)

            	
              THE BANK OF NEW YORK
      MELLON of One Canada Square, Canary Wharf, London E14 5AL (the
      Agent, which
      expression shall include any successor agent appointed in accordance with
      Clause 21, and the Paying
      Agent, which expression shall include any additional or successor
      paying agent appointed in accordance with Clause 21, and Paying Agent shall mean
      any of the Agent or the Paying Agents so
  appointed).

            


    

     

    WHEREAS:

     

    (A)           The
Issuers (as defined below) determined that a programme agreement dated 30
September 1992 as amended and supplemented or restated by the First Supplemental
Programme Agreement dated 31 January 1994, the Second Supplemental Programme
Agreement dated 16 May 1996, the Third Supplemental Programme Agreement dated 29
May 1998, the Fourth Supplemental Programme Agreement dated 7 July 1999, the
Amended and Restated Programme Agreement dated 31 August 2000, the Amended and
Restated Programme Agreement dated 31 August 2001, the Amended and Restated
Programme Agreement dated 27 September 2002, the Amended and Restated Programme
Agreement dated 26 September 2003, the Amended and Restated Programme Agreement
dated 24 September 2004, the Amended and Restated Programme Agreement dated 30
September 2005 and the Amended and Restated Programme Agreement dated 28
September 2006, entered into with the Dealers named therein pursuant to which
any of TMF, TCCI or TFA may issue Euro Medium Term Notes in an aggregate nominal
amount of up to €12,000,000,000, be amended and restated on 28 September 2007 by
the Issuers and each of Merrill Lynch International, Barclays Bank PLC, BNP
Paribas, Canadian Imperial Bank of Commerce, London Branch, Citigroup Global
Markets Limited, Credit Suisse Securities (Europe) Limited, Daiwa Securities
SMBC Europe Limited, Deutsche Bank AG, London branch, Dresdner Bank
Aktiengesellschaft, Goldman Sachs International, HSBC Bank plc, J.P. Morgan
Securities Ltd., Mitsubishi UFJ Securities International plc, Mizuho
International plc, Morgan Stanley & Co. International plc, Nomura
International plc, Royal Bank of Canada Europe Limited, The Toronto-Dominion
Bank and UBS Limited (together, the

     


    
      
         


      

      
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    Programme Dealers) and that
such amendments include an increase in the aggregate nominal amount of Euro
Medium Term Notes that may be outstanding at any time under the Programme (as
defined below) (including Euro Medium Term Notes issued previously under the
Programme and Euro Medium Term Notes issued prior to 28 September 2007 by TMCC
under its U.S.$30,000,000,000 Euro Medium-Term Note Program last updated on 28
September 2006 which remain outstanding) from €12,000,000,000 to €40,000,000,000
(or its equivalent in other currencies).

     

    (B)           The
Issuers have entered into an amended and restated programme agreement dated 26
September 2008 with the Programme Dealers.

     

    (C)           The
Issuers and the agents named therein entered into an agency agreement dated 28
September 2007 (the Agency
Agreement).  The parties hereto agree to make certain
modifications to the Agency Agreement.  This Agreement amends and
restates the Agency Agreement.

     

    1.           DEFINITIONS
AND INTERPRETATIONS

     

    
      	
               
      

            	
              (1)

            	
              The
      following expressions shall have the following
  meanings:

            


    

     

    Agreement Date means, with
respect to any Note, the date on which agreement is reached for the issue of
such Note as contemplated in Clause 2 of the Programme Agreement, which in the
case of Notes issued on a syndicated basis shall be the date the applicable
Syndicate Purchase Agreement is signed by all parties;

     

    Arranger means Merrill Lynch
International, or any other company appointed to the position of arranger for
the Programme; and references in this Agreement to the Arranger shall be
references to all of them;

     

    Bearer Note means those of the
Notes in bearer form;

     

    Canadian Paying Agent means in
relation to any Series of Registered Notes, Royal Bank of Canada, London branch
as Canadian Paying Agent under the Note Agency Agreement and any successor
Canadian paying agent appointed by TCCI in accordance with such Note Agency
Agreement;

     

    CGN means a Temporary Global
Note being in the form or substantially in the form set out in Appendix B-1
hereto or a Permanent Global Note being in the form or substantially in the form
set out in Appendix B-2 hereto and in either case in respect of which the
applicable Final Terms indicate it is not a New Global Note;

     

    Clearing System means
Clearstream, Luxembourg and/or Euroclear and/or any other additional system or
systems as is specified in the applicable Final Terms;

     

    Clearstream, Luxembourg means
Clearstream Banking, société anonyme;

     

    Conditions means, in respect
of any Series of Notes, the terms and conditions of the Notes of such Series,
such terms and conditions being in the form or substantially in the form set out
in Appendix A hereto or in such other form, having regard to the terms of the
relevant Series, as may be agreed between the relevant Issuer, the Agent and the
relevant Purchaser or Purchasers as from time to time, as amended or
supplemented by the applicable Final Terms;

     

    Coupon has the meaning
ascribed thereto in the Conditions;

     


    
      
         


      

      
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    Dealer means each of the
Programme Dealers and any other entities appointed as dealers from time to time
pursuant to the Programme Agreement;

     

    Definitive Bearer Note means a
Bearer Note in definitive form being in the form or substantially in the form
set out in Appendix B-3 hereto (or in such other form as may be agreed between
the relevant Issuer, the Agent and the relevant Purchaser or Purchasers) issued
or to be issued by the relevant Issuer pursuant to this Agreement in exchange
for the whole or (subject to the terms of the relevant Temporary Global Note
and/or Permanent Global Note) part of a Temporary Global and/or Permanent Global
Note;

     

    Definitive Note means a
Definitive Bearer Note and/or a Definitive Registered Note, as the context may
require;

     

    Definitive Registered Note
means a Registered Note in definitive form issued or, as the case may require,
to be issued by TCCI pursuant to the Note Agency Agreement in exchange for a
Registered Global Note, such Note being in the form or substantially in the form
set out in Schedule 2 to the Note Agency Agreement (or in such other form as may
be agreed between TCCI, the Registrar and the relevant
Purchaser(s);

     

    Dual Currency Notes means
Notes in respect of which principal and/or interest is payable in one or more
Specified Currencies other than the Specified Currency in which they are
denominated;

     

    Established Rate means the
rate for the conversion of the Specified Currency (including compliance with
rules relating to roundings in accordance with applicable European Community
regulations) into euro established by the Council of the European Union pursuant
to Article 109l(4) of
the Treaty;

     

    EUR, Euro, euro and € mean the lawful currency of
the Member States of the European Union that adopt the single currency in
accordance with the Treaty;

     

    Euroclear means Euroclear Bank
S.A./N.V.;

     

    European Economic Area means
the European Economic Area consisting of the Member States of the European Union
and Iceland, Norway and Liechtenstein;

     

    Eurosystem-eligible New Global
Note means a New Global Note which is intended to be held in a manner
which would allow Eurosystem eligibility, as stated in the applicable Final
Terms;

     

    Final Terms means the final
terms issued in relation to each Tranche of Notes (substantially in the form of
either Part A or Part B of Annex B to the Procedures Memorandum) as a supplement
to the Prospectus and giving details of that Tranche and, in relation to any
particular Tranche of Notes, applicable Final Terms means
the Final Terms applicable to that Tranche;

     

    FSMA means the Financial
Services and Markets Act 2000, as amended;

     

    Global Note means a Temporary
Global Note, a Permanent Global Note or a Registered Global Note (or such other
form of global note as may be agreed between the relevant Issuer, the Agent (in
the case of Bearer Notes), the Registrar (in the case

     


    
      
         


      

      
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    of
Registered Notes) and the relevant Purchaser(s) as indicated in the applicable
Final Terms) representing a certain number of underlying Notes (the Underlying
Notes);

     

    ISDA Definitions means the
2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc., as amended, supplemented or updated from time to
time;

     

    Issue Date means, in respect
of any Note, the date of issue and purchase of such Note pursuant to Clause 2 of
the Programme Agreement, being in the case of any Note in the form of a
Permanent Global Note or a Definitive Note, the same date as the date of issue
of the Temporary Global Note which initially represented such Note;

     

    Issuer means each of TMF,
TCCI, TFA and TMCC in its capacity as issuer of Notes; and references in this
Agreement to the relevant
Issuer shall, in relation to any issue of Notes, be references to
whichever of TMF, TCCI, TFA or TMCC is the issuer of such Notes; and references
to the Issuers shall be
to all of TMF, TCCI, TFA and TMCC;

     

    Listing Agent means, in
relation to any Notes which are, or are to be, listed on a Stock Exchange other
than the London Stock Exchange, such listing agent as the relevant Issuer may
from time to time appoint for purposes of liaising with such Stock Exchange or
other relevant authority;

     

    Listing Rules
means:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of Notes which are, or are to be, admitted to the Official List,
      the listing rules made under section 73A of the FSMA;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of Notes which are, or are to be, listed on a Stock Exchange
      other than the London Stock Exchange, the listing rules and regulations
      for the time being in force for such Stock
  Exchange;

            


    

     

    London Stock Exchange means
the London Stock Exchange plc or such other body to which its functions have
been transferred;

     

    Member State means a member
state of the European Union;

     

    New Global Note means a
Temporary Global Note being in the form or substantially in the form set out in
Appendix B-1 hereto or a Permanent Global Note being in the form or
substantially in the form set out in Appendix B-2 hereto and in either case in
respect of which the applicable Final Terms indicate it is a New Global
Note;

     

    Note means a note issued or to
be issued by the relevant Issuer pursuant to the Programme Agreement, other than
a Note which will form a single Series with any Notes issued by any Issuer prior
to the date of this Agreement, which Note may be represented by a Global Note or
a Definitive Note;

     

    Note Agency Agreement means
the Amended and Restated Note Agency Agreement of even date herewith between
TCCI, Royal Bank of Canada and Royal Bank of Canada, London branch relating to
Registered Notes;

     

    Noteholders means the several
persons who are for the time being holders of outstanding Notes (being in the
case of Bearer Notes, the bearers thereof and, in the case of Registered Notes,
the several persons whose names are entered in the register

     


    
      
         


      

      
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    of
holders of such Notes as the holders thereof) save that, in respect of Notes of
any Series, for so long as such Notes or any part thereof are represented by a
Global Note, each person who is for the time being shown in the records of
Euroclear, Clearstream, Luxembourg or such other applicable clearing agency as
the holder of a particular nominal amount of such Notes (other than a clearing
agency (including Clearstream, Luxembourg and Euroclear) that is itself an
account holder of Clearstream, Luxembourg, Euroclear or any other applicable
clearing agency for a Series of Notes) (in which regard any certificate or other
document issued by Euroclear, Clearstream, Luxembourg or such other applicable
clearing agency as to the nominal amount of such Notes standing to the account
of any person shall be conclusive and binding for all purposes save in the case
of manifest error) shall be treated by the relevant Issuer, the Agent and any
other Paying Agent or (in the case of Registered Notes) by the Registrar and the
Canadian Paying Agent as a holder of such nominal amount of such Notes for all
purposes other than for the payment of principal (including premium (if any)) or
interest on such Notes, the right to which shall be vested, as against the
relevant Issuer, the Agent and any other Paying Agent or (in the case of
Registered Notes) the Registrar and the Canadian Paying Agent, in the case of
Bearer Notes, solely in the bearer of the Global Note and, in the case of
Registered Notes, solely in the person whose name is entered in the register of
holders of such Notes as the holder of the Global Note in accordance with and
subject to its terms (and the expressions Noteholder, holder of Notes and related
expressions shall be construed accordingly);

     

    Official List has the meaning
ascribed thereto in Section 103 of the FSMA;

     

    outstanding means, in relation
to the Notes of all or any Series, all the Notes (or all the Notes of that or
those Series) issued other than (a) those which have been redeemed in full in
accordance with this Agreement or the Note Agency Agreement or the Conditions,
(b) those in respect of which the date for redemption (whether in respect of the
whole principal amount or the final instalment (when redeemable in instalments))
in accordance with the Conditions has occurred and the redemption moneys
therefor (including all interest (if any) accrued thereon to the date for such
redemption and any interest (if any) payable under the Conditions after such
date) have been duly paid to the Agent as provided herein or (in the case of
Registered Notes) to the Registrar or the Canadian Paying Agent (and, where
appropriate, notice has been given to the Noteholders in accordance with
Condition 16) and remain available for payment against presentation of Notes,
(c) those Notes which have become void under Condition 8, (d) those Notes which
have been purchased or otherwise acquired and cancelled as provided in Condition
6 and those which have been purchased or otherwise acquired and are being held
by the relevant Issuer for subsequent resale or reissuance as provided in
Condition 6 during the time so held, (e) those mutilated or defaced Notes which
have been surrendered in exchange for replacement Notes pursuant to Condition
10, (f) (for the purposes only of determining how many Notes are outstanding and
without prejudice to their status for any other purpose) those Notes alleged to
have been lost, stolen or destroyed and in respect of which replacement Notes
have been issued pursuant to Condition 10 and (g) Temporary Global Notes to the
extent that they shall have been duly exchanged in whole for Permanent Global
Notes or Definitive Notes and Permanent Global Notes or Registered Global Notes
to the extent that they shall have been duly exchanged in whole for Definitive
Notes, in each case pursuant to their respective provisions;

     

    Permanent Global Note means a
permanent global note in the form or substantially in the form set out in
Appendix B-2 hereto (or in such other form as may be agreed

     


    
      
         


      

      
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    between
the relevant Issuer, the Agent and the relevant Purchaser(s)) comprising some or
all of the Notes of the same Series, issued or to be issued by the relevant
Issuer either in exchange for the whole or part of a Temporary Global Note
issued in respect of the Notes of the same Tranche or initially representing the
Notes;

     

    Procedures Memorandum means
the non-binding Operating and Administrative Procedures Memorandum set out in
Appendix D hereto as amended or varied from time to time, in respect of any
Tranche, by agreement between the relevant Issuer and the Purchaser of such
Tranche with the approval in writing of the Agent.

     

    Programme means the Euro
Medium Term Note Programme provided for by the Programme Agreement;

     

    Programme Agreement means the
Amended and Restated Programme Agreement dated 26 September 2008 between the
Issuers and the Programme Dealers concerning the purchase of Notes to be issued
by any Issuer;

     

    Prospectus means the
Prospectus relating to the Programme as revised, supplemented, amended or
updated from time to time in accordance with Clause 5.2 of the Programme
Agreement, including any documents which are from time to time incorporated
therein by reference but excluding all information incorporated by reference in
any such documents and excluding any information or statement otherwise included
in any such documents which is or might be considered to be forward looking and
excluding any excluded information as may be defined in the Prospectus,
including, in relation to each Tranche of Notes, the applicable Final Terms
relating to such Tranche;

     

    Prospectus Directive means
Directive 2003/71/EC;

     

    Prospectus Rules means in the
case of Notes which are, or are to be, listed on the London Stock Exchange, the
prospectus rules made under the FSMA;

     

    Purchaser means any Dealer or
any third party other than a dealer (as defined in Section 2(12) of the
Securities Act), who agrees to purchase Notes pursuant to the Programme
Agreement and references to a relevant Purchaser shall, in relation to any Note,
be references to the Purchaser with whom the relevant Issuer has agreed the
issue and purchase of such Note;

     

    Receipt has the meaning
ascribed thereto in the Conditions;

     

    Redenomination Date means in
the case of interest bearing Notes, any date for payment of interest under the
Notes or in the case of Zero Coupon Notes, any date, in each case specified by
the relevant Issuer in the notice given to Noteholders pursuant to Clause 30 and
which falls on or after the start of the third stage of European economic and
monetary union pursuant to the Treaty, or if the country of the Specified
Currency is not one of the countries then participating in such third stage,
which falls on or after such later date as it does so participate and which
falls before the date on which the Specified Currency ceases to be a
sub-division of the euro;

     

    Registered Global Note means a
Global Note being in the form or substantially in the form set out in Schedule 1
to the Note Agency Agreement (or in such other form as may be agreed between
TCCI, the Registrar and the relevant Purchaser(s));

     

    Registered Note means a Note
in registered form issued or to be issued by TCCI;

     


    
      
         


      

      
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    Registrar means, in relation
to any Series of Registered Notes, Royal Bank of Canada as Registrar under the
Note Agency Agreement and any successor registrar appointed by TCCI in
accordance with such Note Agency Agreement;

     

    Relevant Account Holder means
any account holder with the Relevant Clearing System which has Underlying Notes
(as defined in the definition of “Global Note”) credited to its securities
account from time to time;

     

    Relevant Clearing System means
one or more Clearing Systems;

     

    Relevant Time means the time
at which a Global Note becomes void in the circumstances which are specified in
that Global Note;

     

    Securities Act means the
Securities Act of 1933 of the United States, as amended;

     

    Series means each original
issue of Notes together with any further issues expressed to form a single
series with the original issue and the terms of which (save for the Issue Date,
the amount and date of the first payment of interest thereon and/or the Issue
Price (as indicated in the applicable Final Terms)) are identical (including
Maturity Date, Interest Basis, Redemption/Payment Basis and Interest Payment
Dates (if any) (as indicated in the applicable Final Terms) and whether or not
the Notes are admitted to trading); and the expressions Notes of the relevant Series
and related expressions shall be construed accordingly;

     

    Specified Currency means the
currency (which expression shall include euro and other currency units) in which
Notes are denominated and, in the case of Dual Currency Notes, the currency or
currencies in which payment in respect of the Notes is to be made;

     

    Stock Exchange means the
London Stock
Exchange or any other or further stock exchange(s) on which any Notes may from
time to time be listed or admitted to trading, as the case may be; and
references in this Agreement to the relevant Stock Exchange shall,
in relation to any Notes, be references to the Stock Exchange on which such
Notes are from time to time, or are intended to be, listed or admitted to
trading;

     

    Talon has the meaning ascribed
thereto in the Conditions;

     

    TARGET2 system means the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2)
system or any successor thereto;

     

    Temporary Global Note means a
temporary global note being in the form or substantially in the form set out in
Appendix B-1 hereto (or in such other form as may be agreed between the relevant
Issuer, the Agent and the relevant Purchaser(s)) comprising some or all of the
Notes of the same Series issued or to be issued by the relevant Issuer pursuant
to the Programme Agreement or any other agreement between the relevant Issuer
and the relevant Purchaser(s);

     

    Tranche means all Notes of the
same Series with the same Issue Date;

     

    Treaty means the Treaty
establishing the European Community, as amended;

     


    
      
         


      

      
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7

        
          

        

      

      
         


      

    


    UK Listing Authority means the
name by which the Financial Services Authority is known being the body appointed
under FSMA as “competent authority” to decide on the admission of securities to
the Official List; and

     

    U.S.$ and U.S. dollar mean the lawful
currency for the time being of the United States.

     

    
      	
               
      

            	
              (2)

            	
              Terms
      and expressions (including the definitions of currencies or composite
      currencies) defined in the Conditions or Appendices hereto or used in the
      applicable Final Terms shall have the same meanings in this Agreement,
      except where the context requires
otherwise.

            


    

     

    
      	
               
      

            	
              (3)

            	
              All
      references in this Agreement to the provisions of any statute shall be
      deemed to be references to that statute as from time to time modified,
      extended, amended or re-enacted.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Any
      references to Notes shall, unless the context otherwise requires, include
      any Temporary Global Notes, Permanent Global Notes, Registered Global
      Notes and Definitive Notes.

            


    

     

    
      	
               
      

            	
              (5)

            	
              All
      references in this Agreement to an agreement, instrument or other document
      (including this Agreement, the Programme Agreement, the Note Agency
      Agreement, any Series of Notes and any Conditions appertaining thereto)
      shall be construed as a reference to that agreement, instrument or
      document as may be amended, modified, varied, supplemented or novated from
      time to time.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Words
      denoting the singular number only shall include the plural number also and
      vice versa; words
      denoting the masculine gender only shall include the feminine gender also;
      and words denoting persons only shall include firms and corporations and
      vice
      versa.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Any
      references herein to Euroclear and/or Clearstream, Luxembourg shall,
      whenever the context so permits, be deemed to include a reference to any
      additional or alternative clearance system approved by the relevant
      Issuer, the relevant Purchaser(s) and either (in respect of Bearer Notes)
      the Agent or (in respect of Registered Notes) the
    Registrar.

            


    

     

    
      	
               
      

            	
              (8)

            	
              All
      references in this Agreement to a Directive include any relevant
      implementing measure of each Member State which has implemented such
      Directive.

            


    

     

    
      	
               
      

            	
              (9)

            	
              As
      used herein, in relation to any Notes which are to have a “listing” or be
      “listed” (i) on the London Stock Exchange, listing or listed shall be
      construed to mean that such Notes have been admitted to the Official List
      in accordance with the listing rules of the UK Listing Authority and
      admitted to trading on the London Stock Exchange’s Regulated Market and
      (ii) on any other Stock Exchange in a jurisdiction within the European
      Economic Area, listing and listed shall be
      construed to mean that the Notes have been admitted to trading on a market
      within that jurisdiction which is a regulated market for the purposes of
      the Markets in Financial Instruments Directive (Directive
      2004/39/EC).

            


    

     


    
      
         


      

      
        Page
8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (10)

            	
              Unless
      the contrary indication appears, a reference to the records of Euroclear
      and Clearstream, Luxembourg shall be to the records that each of Euroclear
      and Clearstream, Luxembourg holds for its customers which reflect the
      amount of such customer’s interests in the
  Notes.

            


    

     

    
      	
               
      

            	
              (11)

            	
              In
      this Agreement, unless the contrary intention appears, a reference to a
      document is a reference to that document as amended from time to
      time.

            


    

     

    
      	
               
      

            	
              (12)

            	
              For
      the purposes of this Agreement, the Notes of each Series shall form a
      separate series of Notes and accordingly, the provisions of this Agreement
      shall apply mutatis
      mutandis separately and independently to the Notes of each Series
      and in such provisions the expressions Notes, Noteholders, Receipts, Receiptholders, Coupons, Couponholders, Talons and Talonholders shall be
      construed accordingly.

            


    

     

    2.           APPOINTMENT
OF AGENT AND PAYING AGENTS

     

    
      	
               
      

            	
              (1)

            	
              The
      Agent is hereby appointed in a several capacity as agent of each of the
      Issuers, to act as issuing and principal paying agent, upon the terms and
      subject to the conditions set out below, for the purposes of, inter
    alia:

            


    

     

    
      	
               
      

            	
              (a)

            	
              completing,
      authenticating and delivering Temporary Global Notes and Permanent Global
      Notes and authenticating (if required) and delivering Definitive Bearer
      Notes;

            


    

     

    
      	
               
      

            	
              (b)

            	
              giving
      effectuation instructions in respect of each Global Note which is a
      Eurosystem-eligible New Global
Note;

            


    

     

    
      	
               
      

            	
              (c)

            	
              exchanging
      Temporary Global Notes for Permanent Global Notes or Definitive Bearer
      Notes, as the case may be, in accordance with the terms of the Temporary
      Global Notes and, in respect of any such exchange (i) making all notations
      on Global Notes which are CGNs as required by their terms and (ii)
      instructing Euroclear and Clearstream, Luxembourg to make appropriate
      entries in their records in respect of all Global Notes which are New
      Global Notes;

            


    

     

    
      	
               
      

            	
              (d)

            	
              exchanging
      Permanent Global Notes for Definitive Bearer Notes in accordance with the
      terms of the Permanent Global Notes and, in respect of any such exchange
      (i) making all notations on Permanent Global Notes which are CGNs as
      required by their terms and (ii) instructing Euroclear and Clearstream,
      Luxembourg to make appropriate entries in their records in respect of all
      Permanent Global Notes which are New Global
  Notes;

            


    

     

    
      	
               
      

            	
              (e)

            	
              paying
      sums due on Temporary Global Notes, Permanent Global Notes and Definitive
      Bearer Notes, Receipts and Coupons in accordance with the terms of such
      Notes and (i) making all notations on Global Notes which are CGNs as
      required by their terms and (ii) instructing Euroclear and Clearstream,
      Luxembourg to make appropriate entries in their records in respect of all
      Global Notes which are New Global
Notes;

            


    

     


    
      
         


      

      
        Page
9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              unless
      otherwise specified in the applicable Final Terms, determining the
      interest and/or other amounts payable in respect of the Notes in
      accordance with the Conditions;

            


    

     

    
      	
               
      

            	
              (g)

            	
              arranging
      on behalf of the relevant Issuer for notices to be communicated to the
      Noteholders and the relevant Stock
Exchanges;

            


    

     

    
      	
               
      

            	
              (h)

            	
              ensuring
      that all necessary action is taken to comply with the periodic reporting
      and notification requirements of the Ministry of Finance of Japan
      (including any monthly reports or such other reports as may be required)
      and other applicable Japanese authorities, or any other competent
      authority of any relevant currency with respect to the Notes to be issued
      under the Programme;

            


    

     

    
      	
               
      

            	
              (i)

            	
              receiving
      notice from Euroclear, Clearstream, Luxembourg and/or such other
      applicable clearing agency relating to the certificates of non-U.S.
      beneficial ownership of the Notes;

            


    

     

    
      	
               
      

            	
              (j)

            	
              upon
      certification by the participating Dealer or Dealers to the Agent that the
      distribution with respect to a particular Tranche of Notes has been
      completed, determining and certifying to Euroclear, Clearstream,
      Luxembourg or such other applicable clearing agency the applicable
      Exchange Date;

            


    

     

    
      	
               
      

            	
              (k)

            	
              performing
      all other obligations and duties imposed upon it by the Conditions and
      this Agreement.

            


    

     

    
      	
               
      

            	
              (l)

            	
              Any
      of the duties and obligations of the Agent in its capacity of issuing and
      principal paying agent set forth in Subclauses (a), (b), (c), (d), (e),
      (f), (g), (h) and (i) may, with the consent of the relevant Issuer, be
      delegated by the Agent with respect to a particular Series of Notes to a
      third party, provided such third party’s performance is subject to the
      overall supervision and control of the
Agent.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Each
      Paying Agent is hereby appointed in a several capacity as paying agent of
      each of the Issuers, and each Paying Agent agrees to act in a several
      capacity as paying agent of each of the Issuers, upon the terms and
      subject to the conditions set out below, for the purposes of paying sums
      due on Notes, Receipts and Coupons and performing all other obligations
      and duties imposed upon it by the Conditions and this
      Agreement.

            


    

     

    
      	
               
      

            	
              (3)

            	
              In
      relation to each issue of Eurosystem-eligible New Global Notes, each
      relevant Issuer hereby authorises and instructs the Agent to elect
      Euroclear as common safekeeper.  From time to time, each such
      Issuer and the Agent may agree to vary this election.  Each such
      Issuer acknowledges that any such election is subject to the right of
      Euroclear and Clearstream, Luxembourg to jointly determine that the other
      shall act as common safekeeper in relation to any such issue and agrees
      that no liability shall attach to the Agent in respect of any such
      election made by it.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Where
      the Agent delivers any authenticated Global Note to a common safekeeper
      for effectuation using electronic means, it is authorised and instructed
      to destroy the Global Note retained by it following its receipt
      of

            


    

     


    
      
         


      

      
        Page
10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              confirmation
      from the common safekeeper that the relevant Global Note has been
      effectuated.

            


    

     

    3.           ISSUE
OF TEMPORARY GLOBAL NOTES

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to Subclause 3(2), following receipt of the applicable Final Terms signed
      by the relevant Issuer with respect of an issue of Notes in accordance
      with the provisions of the Procedures Memorandum set out in Appendix D
      hereto (as from time to time varied, with the prior approval of the Agent,
      by the relevant Issuer and the relevant Purchaser or Purchasers of the
      Notes of such issue), the Agent will take the steps required of the Agent
      in the Procedures Memorandum.  For this purpose the Agent is
      authorised on behalf of the relevant
Issuer:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      prepare a Temporary Global Note or Temporary Global Notes containing the
      relevant Conditions and to complete, in accordance with such Final Terms,
      the necessary details on such Temporary Global Note(s) and attach a copy
      of the applicable Final Terms to such Temporary Global
    Note;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      authenticate such Temporary Global
Note(s);

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      the Temporary Global Note(s) is/are a CGN, to deliver such Temporary
      Global Note(s) (i) to the specified common depositary of Euroclear,
      Clearstream, Luxembourg and/or such other applicable clearing agency as is
      specified in the applicable Final Terms against receipt from such common
      depositary of confirmation that such common depositary is holding the
      Temporary Global Note(s) in safe custody for the account of Euroclear,
      Clearstream, Luxembourg or such other applicable clearing agency and to
      instruct Euroclear, Clearstream, Luxembourg and/or such other applicable
      clearing agency (as the case may be) to credit the Notes represented by
      such Temporary Global Notes(s), unless otherwise agreed in writing between
      the Agent and the relevant Issuer, to the Agent’s distribution account, or
      (ii) as otherwise agreed in writing between the relevant Issuer and the
      Agent;

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      the Temporary Global Note(s) is/are a New Global Note, to deliver such
      Temporary Global Note(s) to the specified common safekeeper of Euroclear
      and Clearstream, Luxembourg against receipt from such common safekeeper of
      confirmation that such common safekeeper is holding the Temporary Global
      Note(s) in safe custody for the account of Euroclear and Clearstream,
      Luxembourg and, in the case of a Temporary Global Note which is a
      Eurosystem-eligible New Global Note, to instruct the common safekeeper to
      effectuate the same; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              if
      the Temporary Global Note(s) is/are a New Global Note, to instruct
      Euroclear and Clearstream, Luxembourg to make the appropriate entries in
      their records to reflect the initial outstanding aggregate nominal amount
      of the relevant Tranche of Notes.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent shall only be required to perform its obligations under Subclause
      3(1) if it holds a master Temporary Global Note duly executed by a person
      or persons authorised to execute the same on behalf of the relevant
      Issuer, which

            


    

     


    
      
         


      

      
        Page
11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              may
      be used by the Agent for the purpose of preparing Temporary Global Note(s)
      in accordance with Subclause
3(1)(a).

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent shall provide Euroclear, Clearstream, Luxembourg and/or such other
      applicable clearing agency with the notifications, instructions or other
      information to be given by the Agent to Euroclear, Clearstream, Luxembourg
      and/or such other applicable clearing
agency.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Any
      of the duties and obligations of the Agent set forth in this Clause 3 may,
      with the consent of the relevant Issuer, be delegated by the Agent with
      respect to a particular Series of Notes to a third party, provided such
      third party’s performance is subject to the overall supervision and
      control of the Agent.

            


    

     

    4.           ISSUE
OF PERMANENT GLOBAL NOTES

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to Subclause 4(2), upon the occurrence of any event which pursuant to the
      terms of a Temporary Global Note requires the issue of a Permanent Global
      Note, the Agent shall issue a Permanent Global Note in accordance with the
      terms of the Temporary Global Note.  For this purpose the Agent
      is authorised on behalf of the relevant
Issuer:

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of the first Tranche of any Series of Notes, to prepare a
      Permanent Global Note containing the relevant Conditions and to complete,
      in accordance with the terms of the Temporary Global Note, the necessary
      details on such Permanent Global Note and attach a copy of the applicable
      Final Terms to such Permanent Global
Note;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of the first Tranche of any Series of Notes, to authenticate such
      Permanent Global Note;

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of the first Tranche of any Series of Notes (i) where the
      Temporary Global Note is a CGN and is being held by a common depositary as
      aforesaid, to deliver such Permanent Global Note to the specified common
      depositary that is holding the Temporary Global Note for the time being on
      behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable
      clearing agency as is specified in the applicable Final Terms in exchange
      for such Temporary Global Note or, in the case of a partial exchange,
      after noting the details of such exchange in the appropriate spaces on
      both the Temporary Global Note and the Permanent Global Note, and in
      either case against receipt from the common depositary of confirmation
      that such common depositary is holding the Permanent Global Note in safe
      custody for the account of Euroclear, Clearstream, Luxembourg and/or such
      other applicable clearing agency (as the case may be); or (ii) where the
      Temporary Global Note is a CGN and is not being held by a common
      depositary, as otherwise agreed in writing between the relevant Issuer and
      the Agent;

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      the case of the first Tranche of any Series of Notes where the Temporary
      Global Note is a New Global Note, to deliver such Permanent Global Note to
      the specified common safekeeper that
is

            


    

     


    
      
         


      

      
        Page
12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              holding
      the Temporary Global Note representing the Tranche for the time being on
      behalf of Euroclear and/or Clearstream, Luxembourg in exchange for such
      Temporary Global Note against receipt from the common safekeeper of
      confirmation that such common safekeeper is holding the Permanent Global
      Note in safe custody for the account of Euroclear and/or Clearstream,
      Luxembourg, and, in the case of a Permanent Global Note which is a
      Eurosystem-eligible New Global Note, to instruct the common safekeeper to
      effectuate the same and to hold it on behalf of the relevant Issuer
      pending its exchange for the Temporary Global
  Note;

            


    

     

    
      	
               
      

            	
              (e)

            	
              in
      the case of a subsequent Tranche of any Series of Notes if the Permanent
      Global Note is a CGN, to attach a copy of the applicable Final Terms to
      the Permanent Global Note applicable to the relevant Series and to enter
      details of any exchange in whole or part as stated above;
    and

            


    

     

    
      	
               
      

            	
              (f)

            	
              in
      the case of a subsequent Tranche of any Series of Notes if the Permanent
      Global Note is a New Global Note, to deliver the applicable Final Terms to
      the specified common safekeeper for attachment to the Permanent Global
      Note applicable to the relevant
Series.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent shall only be required to perform its obligations under Subclause
      4(l) if it holds a master Permanent Global Note duly executed by a person
      or persons authorised to execute the same on behalf of the relevant
      Issuer, which may be used by the Agent for the purpose of preparing
      Permanent Global Notes in accordance with Subclause
    4(1)(a).

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent shall provide Euroclear, Clearstream, Luxembourg and/or such other
      applicable clearing agency with the notifications, instructions or other
      information to be given by the Agent to Euroclear, Clearstream, Luxembourg
      and/or such other applicable clearing
agency.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Any
      of the duties and obligations of the Agent set forth in this Clause 4 may,
      with the consent of the relevant Issuer, be delegated by the Agent with
      respect to a particular Series of Notes to a third party, provided such
      third party’s performance is subject to the overall supervision and
      control of the Agent.

            


    

     

    5.           ISSUE
OF DEFINITIVE BEARER NOTES

     

    
      	
               
      

            	
              (1)

            	
              The
      Agent shall deliver the relevant Definitive Bearer Note(s) in accordance
      with the terms of the relevant Temporary Global Note or the relevant
      Permanent Global Note where such Temporary Global Note or Permanent Global
      Note (as the case may be) is to be exchanged for one or more Definitive
      Bearer Note(s).  For this purpose, the Agent is hereby
      authorised on behalf of the relevant
Issuer:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      authenticate or arrange for authentication on its behalf (if so instructed
      by the relevant Issuer) of such Definitive Bearer Note(s);
    and

            


    

     


    
      
         


      

      
        Page
13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              to
      deliver such Definitive Bearer Note(s) to or to the order of Euroclear,
      Clearstream, Luxembourg and/or such other applicable clearing agency as is
      specified in the applicable Final Terms either in exchange for such Global
      Note or, in the case of a partial exchange, if it is a CGN, on entering
      details of any partial exchange of the Global Note in the relevant space
      in Schedule Two of such Global Note, or, if it is a New Global Note, on
      Euroclear and Clearstream, Luxembourg making the appropriate entries in
      their records to reflect such exchange; provided that the Agent shall only
      permit a partial exchange of Notes represented by a Permanent Global Note
      for Definitive Bearer Notes if the Notes which continue to be represented
      by such Permanent Global Note are regarded as fungible by Euroclear,
      Clearstream, Luxembourg and/or such other applicable clearing agency with
      the Definitive Bearer Notes issued in partial exchange
      therefor.

            


    

     

    The Agent
shall notify the relevant Issuer forthwith upon receipt of a request for issue
of Definitive Bearer Note(s) in accordance with the provisions of a Global Note
(and the aggregate nominal amount of such Temporary Global Note or Permanent
Global Note, as the case may be, to be exchanged in connection
therewith).

     

    
      	
               
      

            	
              (2)

            	
              The
      relevant Issuer undertakes to deliver to the Agent, pursuant to a request
      for the issue of Definitive Bearer Notes under the terms of the relevant
      Global Note, sufficient numbers of executed Definitive Bearer Notes to
      enable the Agent to comply with its obligations under this Clause
      5.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Any
      of the duties and obligations of the Agent set forth in this Clause 5 may,
      with the consent of the relevant Issuer, be delegated by the Agent with
      respect to a particular Series of Notes to a third party, provided such
      third party’s performance is subject to the overall supervision and
      control of the Agent.

            


    

     

    6.           EXCHANGES

     

    Upon any
exchange of all or a portion of an interest in a Temporary Global Note for an
interest in a Permanent Global Note or for Definitive Bearer Notes or upon any
exchange of all or a portion of an interest in a Permanent Global Note for
Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global
Note shall, if it is a CGN, be endorsed to reflect the reduction of, or increase
in (as the case may be), its nominal amount by the aggregate nominal amount so
exchanged and, where applicable, the Permanent Global Note shall be endorsed by
or on behalf of the Agent to reflect the increase in its nominal amount as a
result of any exchange for an interest in the Temporary Global Note or (ii) in
the case of any Global Note which is a New Global Note, instruct Euroclear and
Clearstream, Luxembourg to make appropriate entries in their records to reflect
such exchange. Until exchanged in full, the holder of an interest in any Global
Note shall in all respects be entitled to the same benefits as the holder of
Definitive Bearer Notes, Receipts and Coupons authenticated and delivered
hereunder, subject as set out in the Conditions and the relevant Global
Note.  The Agent is hereby authorised on behalf of the relevant Issuer
and instructed (a) in the case of any Global Note which is a CGN, to endorse or
to arrange for the endorsement of the relevant Global Note to reflect the
reduction in the nominal amount represented thereby by the amount so exchanged
and, if appropriate, to endorse the Permanent Global Note to reflect any
increase in the nominal amount

     


    
      
         


      

      
        Page
14

        
          

        

      

      
         


      

    


    represented
by it and, in either case, to sign in the relevant space on the relevant Global
Note recording such exchange and reduction or increase; (b) in the case of any
Global Note which is a New Global Note, to instruct Euroclear and Clearstream,
Luxembourg to make appropriate entries in their records to reflect such
exchange; and (c) in the case of a total exchange, to cancel or arrange for the
cancellation of the relevant Global Note.  Any of the duties and
obligations of the Agent set forth in this Clause 6 may, with the consent of the
relevant Issuer, be delegated by the Agent with respect to a particular Series
of Notes to a third party, provided such third party’s performance is subject to
the overall supervision and control of the Agent.

     

    7.           TERMS
OF ISSUE

     

    
      	
               
      

            	
              (1)

            	
              The
      Agent shall cause all Temporary Global Notes, Permanent Global Notes and
      Definitive Bearer Notes delivered to and held by it under this Agreement
      to be maintained in safe custody and shall ensure that such Notes are
      issued only in accordance with the provisions of this Agreement and the
      relevant Global Note and
Conditions.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Subject
      to the procedures set out in the Procedures Memorandum, for the purposes
      of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile
      communication from a person purporting to be (and who the Agent, after
      making reasonable investigation, believes in good faith to be) the
      authorised representative of the relevant Issuer named in the list
      referred to in, or notified pursuant to, Subclause 19(7) as sufficient
      instructions and authority of the relevant Issuer for the Agent to act in
      accordance with Subclause 7(1).

            


    

     

    
      	
               
      

            	
              (3)

            	
              In
      the event that a person who has signed on behalf of any Issuer a master
      Temporary Global Note, a master Permanent Global Note or Definitive Bearer
      Notes not yet issued but held by the Agent in accordance with Subclause
      7(1) ceases to be authorised as described in Subclause 19(7), the Agent
      shall (unless the relevant Issuer gives notice to the Agent that Notes
      signed by that person do not constitute valid and binding obligations of
      the relevant Issuer or otherwise until replacements have been provided to
      the Agent) continue to have authority to issue any such Notes, and the
      relevant Issuer hereby warrants to the Agent that such Notes shall, unless
      notified as aforesaid, be valid and binding obligations of the relevant
      Issuer.  Promptly upon such person ceasing to be authorised, the
      relevant Issuer shall provide the Agent with replacement master Temporary
      Global Notes, master Permanent Global Notes and (if applicable) Definitive
      Bearer Notes and the Agent shall cancel and destroy the master Temporary
      Global Notes, master Permanent Global Notes and (if applicable) Definitive
      Bearer Notes held by it which are signed by such person and shall provide
      to the relevant Issuer a confirmation of destruction in respect thereof
      specifying the Notes so cancelled and
destroyed.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Unless
      otherwise agreed in writing between the relevant Issuer and the Agent,
      each Note credited to the Agent’s distribution account with Euroclear and
      Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other
      applicable clearing agency) following the delivery of a Temporary Global
      Note or Permanent Global Note, as the case may be, to a common depositary
      or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c),
      3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of
      the

            


    

     


    
      
         


      

      
        Page
15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              relevant
      Issuer.  The Agent shall procure that the nominal amount of
      Notes which the relevant Purchaser has agreed to purchase
    is:

            


    

     

    (a)           debited
from the Agent’s distribution account; and

     

    
      	
               
      

            	
              (b)

            	
              credited
      to the securities account of such Purchaser with Euroclear, Clearstream,
      Luxembourg or, in the case of Notes in CGN form, such other clearing
      agency (as specified in the Letter from Lead Manager/Dealer as provided
      for in Annex C to the Procedures Memorandum set forth in Appendix D
      hereto), in each case only upon receipt by the Agent on behalf of the
      relevant Issuer of the purchase price due from the relevant Purchaser in
      respect of such Notes.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Unless
      otherwise agreed in writing between the relevant Issuer and the Agent, if
      on the relevant Issue Date a Purchaser does not pay the full purchase
      price due from it in respect of any Note (the Defaulted Note) and, as
      a result, the Defaulted Note remains in the Agent’s distribution account
      with Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in
      CGN form, such other applicable clearing agency) after such Issue Date,
      the Agent will continue to hold the Defaulted Note to the order of the
      relevant Issuer.  The Agent shall notify the relevant Issuer
      forthwith of the failure of the Purchaser to pay the full purchase price
      due from it in respect of any Defaulted Note and, subsequently, shall
      notify the relevant Issuer forthwith upon receipt from the Purchaser of
      the full purchase price in respect of such Defaulted
  Note.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Unless
      otherwise agreed in writing between the relevant Issuer and the Agent, if
      the Agent pays an amount (the Advance) to the relevant
      Issuer on the basis that a payment (the Payment) will be
      received from a Purchaser and if the Payment is not received by the Agent
      on the date the Agent pays the relevant Issuer, the Agent shall notify the
      relevant Issuer by facsimile that the Payment has not been received and
      the relevant Issuer shall repay to the Agent the Advance and shall pay
      interest on the Advance (or the unreimbursed portion thereof) from (and
      including) the date such Advance is made to (but excluding) the earlier of
      repayment of the Advance and receipt by the Agent of the Payment (at a
      rate quoted at that time by the Agent as its cost of funding the Advance
      provided that evidence of the basis of such rate is given to the relevant
      Issuer).

            


    

     

    
      	
               
      

            	
              (7)

            	
              In
      the event of an issue of Notes, the Agent will promptly, and in any event
      prior to the Issue Date in respect of such issue, send the applicable
      Final Terms to the relevant Stock
Exchange.

            


    

     

    
      	
               
      

            	
              (8)

            	
              Execution
      in facsimile of any Notes and any photostatic copying or other duplication
      of the master Temporary Global Note or the master Permanent Global Note
      (in unauthenticated form, but executed manually on behalf of the relevant
      Issuer as stated above) shall be binding upon the relevant Issuer in the
      same manner as if such Notes were signed manually by such
      signatories.

            


    

     

    8.           PAYMENTS

     

    
      	
               
      

            	
              (1)

            	
              The
      Agent shall advise the relevant Issuer, no later than ten Business Days
      (as defined in Subclause 8(2)) immediately preceding the date on which any
      payment is to be made to the Agent pursuant to this Subclause 8(1), of
      the

            


    

     


    
      
         


      

      
        Page
16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              payment
      amount, value date and payment instructions and the relevant Issuer shall
      on each date on which any payment in respect of any Bearer Notes becomes
      due, transfer to an account specified by the Agent not later than (unless
      otherwise agreed between the relevant Issuer and the Agent) the Payment
      Time such amount in the relevant currency as shall be sufficient for the
      purposes of such payment in funds settled through such payment system as
      the Agent and the relevant Issuer may agree.  As used in this
      Subclause 8(1), the term Payment Time means
      (unless otherwise agreed between the relevant Issuer and the Agent) 2:00
      p.m. local time in the principal financial centre of the country of the
      currency in which the payment falls is to be made (which in the case of
      payment of euro is London). Unless otherwise provided in the applicable
      Final Terms, the principal financial centre of any country for the
      purposes of this Subclause 8(1) shall be as provided in the ISDA
      Definitions on the Issue Date of such Series of Bearer Notes (except if
      the Specified Currency is Australian dollars or New Zealand dollars the
      principal financial centre shall be Sydney or Auckland,
      respectively).

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      relevant Issuer shall ensure that, no later than the third Business Day
      immediately preceding the date on which any payment is to be made to the
      Agent pursuant to Subclause 8(1), the Agent shall receive a confirmation
      from the relevant Issuer that such payment will be made.  For
      the purposes of this Clause 8,  Business Day has the
      meaning given to it in Condition
4(b).

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent shall ensure that payments of both principal and interest in respect
      of Temporary Global Notes will be made only to the extent that
      certificates of non-U.S. beneficial ownership as required by U.S. Treasury
      regulations have been received from Euroclear and/or Clearstream,
      Luxembourg in accordance with the terms thereof. The Agent shall retain
      each such certification on behalf of the relevant Issuer, for four
      calendar years following the year in which the certification is
      received.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Agent shall pay interest on the Notes only outside the United States and
      its possessions, within the meaning of United States Treasury regulation
      section 1.163-5(c)(1)(ii)(A).  No interest on Notes issued by
      TMCC shall be paid into an account maintained by the payee in the United
      States or mailed to an address in the United States unless the payee is
      described in United States Treasury regulation sections
      1.163-5(c)(2)(v)(B)(1) or (2).

            


    

     

    
      	
               
      

            	
              (5)

            	
              Subject
      to the Agent being satisfied in its sole discretion that payment will be
      duly made as provided in Subclause 8(1), the Agent or the relevant Paying
      Agent shall pay or cause to be paid all amounts due in respect of the
      Bearer Notes on behalf of the relevant Issuer in the manner provided in
      the Conditions.  If any payment provided for in Subclause 8(1)
      is made late but otherwise in accordance with the provisions of this
      Agreement, the Agent and each Paying Agent shall nevertheless make
      payments in respect of the Bearer Notes as aforesaid following receipt by
      it of such payment.

            


    

     

    
      	
               
      

            	
              (6)

            	
              If
      for any reason the Agent considers in its sole discretion that the amounts
      to be received by the Agent pursuant to Subclause 8(1) will be, or the
      amounts actually received by it pursuant thereto are, insufficient to
      satisfy all claims in respect of all payments then falling due in respect
      of the Bearer Notes, the Agent shall then forthwith notify the relevant
      Issuer of such insufficiency and, until such time as the Agent has
      received the full amount of all
such

            


    

     


    
      
         


      

      
        Page
17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              payments,
      neither the Agent nor any Paying Agent shall be obliged to pay any such
      claims.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Without
      prejudice to Subclauses 8(5) and 8(6), if the Agent pays any amounts to
      the holders of Bearer Notes, Receipts or Coupons or to any Paying Agent at
      a time when it has not received payment in full in respect of the relevant
      Bearer Notes in accordance with Subclause 8(1) (the excess of the amounts
      so paid over the amounts so received being the Shortfall), the relevant
      Issuer shall, in addition to paying amounts due under Subclause 8(1), pay
      to the Agent on demand interest (at a rate which represents the Agent’s
      actual overnight cost of funding the Shortfall as evidenced to the
      relevant Issuer by the provision of details of the calculation of the cost
      of funding) on the Shortfall (or the unreimbursed portion thereof) from
      (and including) the date such Shortfall is paid by the Agent to the
      holders of the Bearer Notes, Receipts or Coupons or to any Paying Agent to
      (but excluding) the date of receipt in full by the Agent of the
      Shortfall.  The Agent shall notify the relevant Issuer by
      facsimile as soon as practicable, it being understood that the relevant
      Issuer shall have the right to make such payment subsequently with good
      value as of such Business Day.

            


    

     

    
      	
               
      

            	
              (8)

            	
              The
      Agent shall on demand promptly reimburse each Paying Agent for payments in
      respect of Bearer Notes properly made by such Paying Agent in accordance
      with this Agreement and the Conditions unless the Agent has notified the
      Paying Agent, prior to the opening of business in the location of the
      office of the Paying Agent through which payment in respect of the Bearer
      Notes can be made on the due date of a payment in respect of the Bearer
      Notes, that the Agent does not expect to receive sufficient funds to make
      payment of all amounts falling due in respect of such Bearer
      Notes.

            


    

     

    
      	
               
      

            	
              (9)

            	
              Whilst
      any Bearer Notes are represented by Temporary Global Notes or Permanent
      Global Notes, all payments due in respect of such Notes shall be made to,
      or to the order of, the holder of the Global Notes, subject to and in
      accordance with the provisions of the Global Notes.  On the
      occasion of any such payment, (i) in the case of a CGN, the Paying Agent
      to which the Global Note was presented for the purpose of making such
      payment shall cause the relevant Schedule to the Global Notes to be
      annotated so as to evidence the amounts and dates of such payments of
      principal and/or interest as applicable or (ii) in the case of any Global
      Note which is a New Global Note, the Agent shall instruct Euroclear and
      Clearstream, Luxembourg to make appropriate entries in their records to
      reflect such payment.

            


    

     

    
      	
               
      

            	
              (10)

            	
              If
      the amount of principal and/or interest then due for payment is not paid
      in full (otherwise than by reason of a deduction required by law to be
      made therefrom), (i) the Paying Agent to which a Temporary Global Note or
      Permanent Global Note is presented for the purpose of making such payment
      shall, unless the Note is a New Global Note, make a record of such
      shortfall on the relevant Schedule to the Global Note and such record
      shall, in the absence of manifest error, be prima facie evidence that the
      payment in question has not to that extent been made or (ii) in the case
      of any Global Note which is a New Global Note, the Agent shall instruct
      Euroclear and Clearstream, Luxembourg to make appropriate entries in their
      records to reflect such shortfall in
payment.

            


    

     


    
      
         


      

      
        Page
18

        
          

        

      

      
         


      

    


    
      	
              9.

            	
              Determinations
      and Notifications in Respect of
Notes

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Agent shall make all such determinations and calculations (howsoever
      described) as it is required to do under the Conditions, all subject to
      and in accordance with the Conditions provided that certain calculations
      with respect to any Series of Notes may be made by an agent (the Calculation Agent)
      appointed by the relevant Issuer and acceptable to the
      Agent.  The Agent may decline to act in the capacity described
      above in relation to a particular Series of Notes if (i) the Agent does
      not have the capacity to determine the rate of interest or redemption
      amount or any other calculation to be made in relation to such Series of
      Notes and (ii) such decision to decline is notified to the relevant Issuer
      by the Agent as soon as reasonably practicable after receipt by the Agent
      of the terms of such Series of Notes and, in any event, prior to the issue
      of such Series of Notes.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent shall not be responsible to any Issuer or to any third party (except
      in the event of negligence, wilful default or bad faith) as a result of
      the Agent having acted on any quotation given by any Reference Bank (as
      referred to in Condition 4(b)(iv)(E)) which subsequently may be found to
      be incorrect.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent shall promptly notify (and confirm in writing to) the relevant
      Issuer, the other Paying Agents, (in the case of Registered Notes) the
      Registrar and the Canadian Paying Agent and (in respect of a Series of
      Notes listed on a Stock Exchange) the relevant Stock Exchange (or other
      relevant authority) of, inter alia, each Rate
      of Interest, Interest Amount and Interest Payment Date and all other
      amounts, rates and dates which it is obliged to determine or calculate
      under the Conditions as soon as practicable after the determination
      thereof (and in any event no later than the tenth Business Day (as defined
      in Clause 8) immediately preceding the date on which any payment is to be
      made to the Agent pursuant to Subclause 8(1)) and of any subsequent
      amendment thereto pursuant to the
Conditions.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Agent shall use its best endeavours to cause each Rate of Interest,
      Interest Amount and Interest Payment Date and all other amounts, rates and
      dates which it is obliged to determine or calculate under the Conditions
      (or which is provided to the Agent by any other Calculation Agent
      appointed by the relevant Issuer as provided in Subclause 9(1)) to be
      published as required in accordance with the Conditions as soon as
      possible after their determination or
  calculation.

            


    

     

    
      	
               
      

            	
              (5)

            	
              If
      the Agent does not at any material time for any reason determine and/or
      calculate and/or publish the Rate of Interest, Interest Amount and/or
      Interest Payment Date in respect of any Interest Period or any other
      amount, rate or date as provided in this Clause 9, it shall forthwith
      notify the relevant Issuer, the other Paying Agents, (in the case of
      Registered Notes) the Registrar and the Canadian Paying Agent of such
      fact.

            


    

     

    
      	
               
      

            	
              (6)

            	
              The
      Agent shall provide to the Dealer or Dealers with respect to any Series of
      Notes certification as to the completion of distribution of such Series of
      Notes.

            


    

     

    
      	
               
      

            	
              (7)

            	
              For
      purposes of monitoring the aggregate nominal amount of Notes (as “Notes”
      is defined in the Programme Agreement) issued and outstanding (as
      “outstanding” is defined in the Programme Agreement) under
    the

            


    

     


    
      
         


      

      
        Page
19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Programme,
      the Agent shall determine the euro equivalent of the nominal amount of
      each issue of Notes (as “Notes” is defined in the Programme Agreement)
      denominated in a Specified Currency, other than euros as
      follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      EUR equivalent of Notes denominated in a Specified Currency other than EUR
      shall be determined by the Agent as of 2:30 p.m. London time on the Issue
      Date for such Notes (save in the case of Notes issued prior to 28
      September 2007 by TMCC under its U.S.$30,000,000,000 Euro Medium-Term Note
      Program which remain outstanding where the EUR equivalent of such Notes
      denominated in a Specified Currency other than EUR was determined by the
      Agent as of 2.30 p.m. London time on 28 September 2007) by reference to
      the spot rate displayed on a page on the relevant Reuters service or Dow
      Jones Markets Limited or such other service as is agreed between the Agent
      and the relevant Issuer from time to
time;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      EUR equivalent of Dual Currency Notes and Index Linked Notes shall be
      determined in the manner specified above in paragraph (a) by reference to
      the original nominal amount of such
Notes;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      EUR equivalent of Zero Coupon Notes and other Notes issued at a discount
      shall be determined in the manner specified above in paragraph (a) by
      reference to the net proceeds received by the relevant Issuer for the
      particular issue; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      EUR equivalent of Partly Paid Notes shall be the nominal amount of such
      Notes regardless of the amount of purchase moneys paid up on such
      Notes.

            


    

     

    The Agent
shall promptly notify the relevant Issuer of each determination made as
aforesaid.

     

    
      	
               
      

            	
              (8)

            	
              Without
      prejudice to Subclause 9(7), determinations with regard to Index Linked
      Notes and Dual Currency Notes shall otherwise be made by the Calculation
      Agent specified in the applicable Final Terms in the manner specified in
      the applicable Final Terms.  Unless otherwise agreed between the
      relevant Issuer and the relevant Purchaser or Purchasers of such Notes,
      such determinations shall be made on the basis of a Calculation Agency
      Agreement substantially in the form of Appendix C
  hereto.

            


    

     

    10.           NOTICE
OF ANY WITHHOLDING OR DEDUCTION

     

    If any
Issuer is, in respect of any payments, compelled to withhold or deduct any
amount for or on account of taxes, duties, assessments or governmental charges
as specifically contemplated under the Conditions, such Issuer shall give notice
thereof to the Agent as soon as it becomes aware of the requirement to make such
withholding or deduction and shall give to the Agent such information as it
shall require to enable it to comply with such requirement.

     

    
      	
              11.

            	
              DUTIES
      OF THE AGENT IN CONNECTION WITH EARLY
REDEMPTION

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      the relevant Issuer decides to redeem any Notes for the time being
      outstanding prior to their Maturity Date in accordance with the
      Conditions, the relevant Issuer shall give notice of such decision to the
      Agent not less

            


    

     


    
      
         


      

      
        Page
20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              than
      five days before the date of the notice required to be given to the
      holders of the Notes under the Conditions or such shorter period that is
      acceptable to the Agent.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      only some of the Notes of the same Series are to be redeemed on such date
      the Agent shall make the required drawing in accordance with the
      Conditions but shall give the relevant Issuer reasonable notice of the
      time and place proposed for such drawing and the relevant Issuer shall be
      entitled to send representatives to attend such
  drawing.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent shall publish the notice required in connection with any such
      redemption and shall at the same time also publish a separate list of
      serial numbers of any Notes previously drawn and not presented for
      redemption.  Such notice shall specify the date fixed for
      redemption, the redemption amount, the manner in which redemption will be
      effected and, in the case of a partial redemption, the serial numbers of
      the Notes to be redeemed.  Such notice will be published in
      accordance with the Conditions.

            


    

     

    12.           PUBLICATION
OF NOTICES

     

    On behalf
of and at the request and expense of the relevant Issuer, the Agent shall cause
to be published all notices required to be given by the relevant Issuer in
accordance with the Conditions.  Forthwith upon the receipt by the
Agent of a demand or notice from any Noteholder in accordance with the
Conditions, the Agent shall forward a copy thereof to the relevant
Issuer.

     

    
      	
              13.

            	
              CANCELLATION,
      RESALE AND REISSUANCE OF NOTES, RECEIPTS, COUPONS AND
    TALONS

            


    

     

    
      	
               
      

            	
              (1)

            	
              All
      Notes which are redeemed, all Global Notes which are exchanged in full,
      all Receipts or Coupons which are paid and all Talons which are exchanged
      shall be cancelled by the Agent or Paying Agent by which they are
      redeemed, paid or exchanged.  In addition, all Notes which are
      purchased or otherwise acquired pursuant to the Conditions by the relevant
      Issuer, together (in the case of Definitive Bearer Notes) with all
      unmatured Receipts, Coupons or Talons (if any) attached thereto or
      purchased therewith, may, at the option of the relevant Issuer where the
      Issuer is TMF, TFA or TMCC, either be (i) resold or reissued, or held by
      the relevant Issuer for subsequent resale or reissuance, or (ii) cancelled
      in which event such Notes, Receipts and Coupons may not be resold or
      reissued.  Where the Issuer is TCCI, unless otherwise specified
      in the applicable Final Terms, such Notes shall be surrendered (in the
      case of Bearer Notes) to any Paying Agent or in the case of Registered
      Notes, the Registrar or Canadian Paying Agent for
      cancellation.  Where any Notes, Receipts, Coupons or Talons are
      purchased and cancelled, resold or reissued, or held by the relevant
      Issuer for subsequent resale or reissuance, as aforesaid, the relevant
      Issuer shall procure that all relevant details are promptly given to the
      Agent and that all Notes, Receipts, Coupons or Talons so cancelled are
      delivered to the Agent.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Upon
      the written request of the relevant Issuer, a certificate
      stating:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      aggregate nominal amount of Notes which have been redeemed and the
      aggregate amount paid in respect
thereof;

            


    

     


    
      
         


      

      
        Page
21

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              the
      number of Notes cancelled together (in the case of Definitive Bearer
      Notes) with details of all unmatured Receipts, Coupons or Talons (if any)
      attached thereto or delivered
therewith;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      aggregate amount paid in respect of interest on the
  Notes;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      total number by maturity date of Receipts, Coupons and Talons so
      cancelled; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              in
      the case of Definitive Bearer Notes, the serial numbers of such
      Notes,

            


    

     

    shall be
given to the relevant Issuer by the Agent as soon as reasonably practicable and
in any event within 30 days after the date of such repayment or, as the case may
be, payment or exchange.

     

    
      	
               
      

            	
              (3)

            	
              Subject
      to being duly notified in due time, the Agent shall give a certificate to
      the relevant Issuer, within three months of the date of purchase and
      cancellation or purchase and subsequent resale or reissuance of Notes as
      aforesaid, stating:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      nominal amount of Notes so purchased and cancelled, resold or
      reissued;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of Definitive Bearer Notes, the serial numbers of such Notes;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      total number by maturity date of the Receipts, Coupons and Talons (if any)
      appertaining thereto and surrendered therewith or attached
      thereto.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons
      (unless otherwise instructed by the relevant Issuer) and, forthwith upon
      destruction and following the written request of the relevant Issuer,
      furnish the relevant Issuer with a certificate of the serial numbers of
      the Notes (in the case of Definitive Bearer Notes) and the number by
      maturity date of Receipts, Coupons and Talons so
  destroyed.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Without
      prejudice to the obligations of the Agent pursuant to Subclause 13(2), the
      Agent shall keep a full and complete record of all Notes, Receipts,
      Coupons and Talons (other than serial numbers of Coupons, except those
      which have been replaced pursuant to Condition 10) and of all redeemed,
      cancelled or replacement Notes, Receipts, Coupons or Talons (in the case
      of Definitive Bearer Notes, with details of all unmatured Receipts,
      Coupons or Talons (if any) attached thereto or delivered therewith)
      including those issued in substitution for mutilated, defaced, destroyed,
      lost or stolen Notes, Receipts, Coupons or Talons and of all Notes,
      Receipts, Coupons or Talons which have been resold or
      reissued.  The Agent shall at all reasonable times make such
      record available to the relevant Issuer and any person authorised by the
      relevant Issuer for inspection and for the taking of copies thereof or
      extracts therefrom.

            


    

     


    
      
         


      

      
        Page
22

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (6)

            	
              All
      records and certificates made or given pursuant to this Clause 13 and
      Clause 14 shall make a distinction between Notes, Receipts, Coupons and
      Talons of each Series.

            


    

     

    
      	
               
      

            	
              (7)

            	
              The
      Agent is authorised by the relevant Issuer and instructed (a) in the case
      of any Global Note which is a CGN, to endorse or to arrange for the
      endorsement of the relevant Global Note to reflect the reduction in the
      nominal amount represented by it by the amount so redeemed or purchased
      and cancelled and (b) in the case of any Global Note which is a New Global
      Note, to instruct Euroclear and Clearstream, Luxembourg to make
      appropriate entries in their records to reflect such redemption or
      purchase and cancellation, as the case may be; provided, that, in the case
      of a purchase or cancellation, the relevant Issuer has notified the Agent
      of the same in accordance with Subclause
13(1).

            


    

     

    
      	
              14.

            	
              ISSUE
      OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND
  TALONS

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Issuers will cause a sufficient quantity of additional forms of Notes,
      Receipts, Coupons and Talons to be available, upon request, to the Agent
      at its specified office for the purpose of issuing replacement Notes,
      Receipts, Coupons and Talons as provided
below.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent will, subject to and in accordance with the Conditions and the
      following provisions of this Clause 14, cause to be delivered any
      replacement Notes, Receipts, Coupons and Talons which the relevant Issuer
      may determine to issue in place of Notes, Receipts, Coupons and Talons
      which have been lost, stolen, mutilated, defaced or
    destroyed.

            


    

     

    
      	
               
      

            	
              (3)

            	
              In
      the case of a mutilated or defaced Note, the Agent shall ensure that
      (unless otherwise covered by such indemnity as the relevant Issuer may
      require) any replacement Note will only have attached to it Receipts,
      Coupons and Talons corresponding to those (if any) attached to the
      mutilated or defaced Note which is presented for
    replacement.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Agent shall not issue any replacement Note, Receipt, Coupon or Talon
      unless and until the applicant therefor shall
  have:

            


    

     

    
      	
               
      

            	
              (a)

            	
              paid
      such reasonable costs as may be incurred in connection
      therewith;

            


    

     

    
      	
               
      

            	
              (b)

            	
              furnished
      it with such evidence (including evidence as to the serial number of such
      Note, Receipt, Coupon or Talon) and indemnity or other security (which may
      include a bank guarantee and/or security) or otherwise as the relevant
      Issuer and the Agent may reasonably require;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of any mutilated or defaced Note, Receipt, Coupon or Talon,
      surrendered the same to the Agent.

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      Agent shall cancel any mutilated or defaced Notes, Receipts, Coupons and
      Talons in respect of which replacement Notes, Receipts, Coupons and Talons
      have been issued pursuant to this Clause 14 and shall furnish the relevant
      Issuer with a certificate stating the serial numbers of the Notes,
      Receipts, Coupons and Talons so cancelled and, unless otherwise
      instructed

            


    

     


    
      
         


      

      
        Page
23

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              by
      the relevant Issuer in writing, shall destroy such cancelled Notes,
      Receipts, Coupons and Talons and furnish the relevant Issuer with a
      destruction certificate containing the information specified in Subclause
      13(4).

            


    

     

    
      	
               
      

            	
              (6)

            	
              The
      Agent shall, on issuing any replacement Note, Receipt, Coupon or Talon,
      forthwith inform the relevant Issuer and the Paying Agents of the serial
      number of such replacement Note, Receipt, Coupon or Talon issued and (if
      known) of the serial number of the Note, Receipt, Coupon or Talon in place
      of which such replacement Note, Receipt, Coupon or Talon has been
      issued.  Whenever replacement Receipts, Coupons or Talons are
      issued pursuant to the provisions of this Clause 14, the Agent shall also
      notify the Paying Agents of the maturity dates of the lost, stolen,
      mutilated, defaced or destroyed Receipts, Coupons or Talons and of the
      replacement Receipts, Coupons or Talons
issued.

            


    

     

    
      	
               
      

            	
              (7)

            	
              The
      Agent shall keep a full and complete record of all replacement Notes,
      Receipts, Coupons and Talons issued and shall make such record available
      all at reasonable times to the relevant Issuer and any persons authorised
      by the relevant Issuer for inspection and for the taking of copies thereof
      or extracts therefrom.

            


    

     

    
      	
               
      

            	
              (8)

            	
              Whenever
      any Note, Receipt, Coupon or Talon for which a replacement Note, Receipt,
      Coupon or Talon has been issued and in respect of which the serial number
      is known is presented to the Agent or any of the Paying Agents for
      payment, the Agent or, as the case may be, the relevant Paying Agent shall
      immediately send notice thereof to the relevant Issuer and the
      Agent.

            


    

     

    
      	
               
      

            	
              (9)

            	
              Notwithstanding
      any of the foregoing in this Clause 14, no issue of replacement Notes,
      Receipts, Coupons and Talons shall be made or delivered in the United
      States.

            


    

     

    
      	
              15.

            	
              COPIES
      OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR
      INSPECTION

            


    

     

    The Agent
and the Paying Agents shall, for as long as any Note remains outstanding, hold
copies of this Agreement, the Credit Support Agreements, the constitutional
documents of each Issuer, TFS and the Parent, the Prospectus dated the date
hereof and any supplement to or replacement thereof produced from time to time,
the forms of the temporary global, permanent global and definitive Notes and
each applicable Final Terms in relation to a Series of listed Notes or Notes
offered to the public in the European Economic Area, available for
inspection.  In addition, the Agent and the Paying Agents shall hold
and shall make available, free of charge, at their specified offices copies of
the latest annual and any interim reports of the relevant Issuer and the Parent;
provided, however, that if a Paying Agent acts as a Paying Agent for only some
of the Series of Notes issued under the Programme, such Paying Agent need only
hold the applicable Final Terms for the Series of Notes for which it acts as
Paying Agent (and any documents specified in the applicable Final Terms) and the
other documents referenced in this Clause 15 shall be obtained by Noteholders
from the Agent or from Paying Agents that act as Paying Agents for all Series of
Notes issued under the Programme.  For this purpose, the Issuers shall
furnish the Agent and the Paying Agents with sufficient copies of the documents
they are required to hold.

     


    
      
         


      

      
        Page
24

        
          

        

      

      
         


      

    


    16.           COMMISSIONS
AND EXPENSES

     

    
      	
               
      

            	
              (1)

            	
              The
      Issuers severally agree to pay to the Agent such fees and commissions as
      the Issuers and the Agent may separately agree in respect of the services
      of the Agent and the Paying Agents hereunder together with any
      out-of-pocket expenses (including legal, printing, postage, tax, cable and
      advertising expenses required in connection with the Notes issued
      hereunder) properly incurred by the Agent and the Paying Agents in
      connection with their said
services.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent shall make payment of the fees and commissions due hereunder to the
      Paying Agents and shall reimburse their expenses promptly after the
      receipt of the relevant moneys from the Issuers.  None of the
      Issuers shall be responsible for any such payment or reimbursement by the
      Agent to the Paying Agents.

            


    

     

    17.           INDEMNITY

     

    
      	
               
      

            	
              (1)

            	
              The
      Issuers shall severally indemnify the Agent and each of the Paying Agents
      against any direct losses, liabilities, costs, claims, actions, demands or
      expenses (including, but not limited to, all reasonable costs, charges and
      expenses paid or incurred in disputing or defending any of the foregoing
      but excluding loss of profits) which it may incur or which may be made
      against the Agent or any Paying Agent as a result of or in connection with
      its appointment by the Issuers or the exercise of its powers and duties
      hereunder except such as may result from its own wilful default,
      negligence or bad faith or that of its officers, directors or employers or
      the breach by it of the terms of this Agreement.  Such indemnity
      shall survive the termination or expiry of this
  Agreement.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent and the Paying Agents shall not be liable for any action taken or
      omitted hereunder except for their own wilful default, negligence or bad
      faith or that of their respective officers, directors or employees or the
      breach by any of them of the terms of this Agreement. Neither the Agent
      nor any Paying Agent shall be liable for any consequential loss (being
      loss of business, goodwill, opportunity or profit) suffered by any
      Issuer.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Neither
      the Agent nor any of the Paying Agents shall be responsible for the acts
      or failure to act of any other of them and each of the Agent and the
      Paying Agents shall severally indemnify each Issuer against any loss,
      liability, cost, claim, action, demand or expense (including, but not
      limited to, all reasonable costs, legal fees, charges and expenses paid or
      incurred in disputing or defending any of the foregoing) which any Issuer
      may incur or which may be made against it as a result of the breach by the
      Agent or such Paying Agents of the terms of this Agreement or its wilful
      default, negligence or bad faith or that of its officers, directors or
      employees.  Such indemnity shall survive the termination or
      expiry of this Agreement.

            


    

     

    18.           REPAYMENT
BY THE AGENT

     

    The Agent
shall, forthwith on demand, upon the relevant Issuer being discharged from its
obligation to make payments in respect of any Notes under the relevant
Conditions, and provided that there is no outstanding, bona fide and proper
claim in

     


    
      
         


      

      
        Page
25

        
          

        

      

      
         


      

    


    respect
of any such payments, pay to the relevant Issuer sums equivalent to any amounts
paid to it by the relevant Issuer in respect of such Notes.

     

    19.           CONDITIONS
OF APPOINTMENT

     

    
      	
               
      

            	
              (1)

            	
              The
      Agent shall be entitled to deal with money paid to it by any Issuer for
      the purpose of this Agreement in the same manner as other money paid to a
      banker by its customers except:

            


    

     

    
      	
               
      

            	
              (a)

            	
              that
      it shall not exercise any right of set-off, lien or similar claim in
      respect thereof;

            


    

     

    
      	
               
      

            	
              (b)

            	
              as
      provided in Subclause 19(2) below;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              that
      it shall not be liable to account to any Issuer for any interest thereon
      except as otherwise agreed between the relevant Issuer and the
      Agent.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      acting hereunder and in connection with the Notes, the Agent and the
      Paying Agents shall act solely as agents of the Issuers and will not
      thereby assume any obligations towards or relationship of agency or trust
      for or with any of the owners or holders of the Notes, Receipts, Coupons
      or Talons, except that all funds held by the Agent or the Paying Agents
      for payment to the Noteholders shall be held in trust, to be applied as
      set forth herein, but need not be segregated from other funds except as
      required by law; provided, however, that monies paid by any Issuer to the
      Agent for the payment of principal or interest on Notes remaining
      unclaimed at the end of five years after such principal or interest shall
      become due and payable shall be repaid to the relevant Issuer as provided
      and in the manner set forth in the Notes whereupon all liability of the
      Agent with respect thereto shall
cease.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent and the Paying Agents hereby undertake to the Issuers to perform
      such obligations and duties, and shall be obliged to perform such duties
      and only such duties, as are herein (including Appendix F hereto in the
      case of the Agent), in the Conditions and in the Procedures Memorandum
      specifically set forth, or are otherwise agreed to in writing by the
      relevant Issuer, the Agent and the Paying Agents as applicable, and no
      implied duties or obligations shall be read into this Agreement or the
      Notes against the Agent and the Paying Agents other than the duty to act
      honestly and in good faith and to exercise the diligence of a reasonably
      prudent agent in comparable circumstances.  Each of the Paying
      Agents (other than the Agent) agrees that if any information that is
      required by the Agent to perform the duties set out in Appendix F hereto
      becomes known to it, it will promptly provide such information to the
      Agent.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Agent may consult with legal and other professional advisers and the
      opinion of such advisers shall be full and complete protection in respect
      of any action taken, omitted or suffered hereunder in good faith and in
      accordance with the opinion of such
advisers.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Each
      of the Agent and the Paying Agents shall be protected and shall incur no
      liability for or in respect of any action taken, omitted or suffered in
      reliance upon any instruction, request or order from any of the Issuers or
      any notice, resolution, direction, consent, certificate, affidavit,
      statement, cable or other

            


    

     


    
      
         


      

      
        Page
26

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              paper
      or document which it reasonably believes to be genuine and to have been
      delivered, signed or sent by the proper party or parties or upon written
      instructions from any of the
Issuers.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Any
      of the Agent and the Paying Agents and their officers, directors and
      employees may become the owner of, or acquire any interest in, any Notes,
      Receipts, Coupons or Talons with the same rights that it, he or she would
      have if the Agent or the relevant Paying Agent, as the case may be,
      concerned were not appointed hereunder, and may engage or be interested in
      any financial or other transaction with any of the Issuers and may act on,
      or as depositary, trustee or agent for, any committee or body of holders
      of Notes or Coupons or in connection with any other obligations of the
      Issuers as freely as if the Agent or the relevant Paying Agent, as the
      case may be, were not appointed
hereunder.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Each
      Issuer shall provide the Agent with a certified copy of the list of
      persons authorised to execute documents and take action on its behalf in
      connection with this Agreement and shall notify the Agent promptly in
      writing if any of such persons ceases to be so authorised or if any
      additional person becomes so authorised together, in the case of an
      additional authorised person, with evidence satisfactory to the Agent that
      such person has been so authorised.

            


    

     

    
      	
               
      

            	
              (8)

            	
              The
      amount of the Programme may be increased by the Issuers in accordance with
      the procedure set out in the Programme Agreement.  Upon any
      increase being effected, all references in this Agreement to the amount of
      the Programme shall be deemed to be references to the increased
      amount.

            


    

     

    20.           COMMUNICATION
BETWEEN THE PARTIES

     

    A copy of
all communications relating to the subject matter of this Agreement between any
Issuer and any holders of Notes, Receipts or Coupons and any of the Paying
Agents shall be sent to the Agent by the relevant Paying Agent and the Agent
shall forthwith promptly deliver a copy of any such communication to the
relevant Issuer.

     

    21.           CHANGES
IN AGENT AND PAYING AGENTS

     

    
      	
               
      

            	
              (1)

            	
              Each
      Issuer agrees that, until no Note is outstanding or until moneys for the
      payment of all amounts in respect of all outstanding Notes have been made
      available to the Agent and have been returned to the relevant Issuer as
      provided herein (whichever is the
later):

            


    

     

    
      	
               
      

            	
              (a)

            	
              so
      long as any Notes are admitted to trading or listed on any Stock Exchange
      or other relevant authority, there will at all times be a Paying Agent
      with a specified office in such place as may be required by the rules and
      regulations of the relevant Stock Exchange or other relevant
      authority;

            


    

     

    
      	
               
      

            	
              (b)

            	
              there
      will at all times be an Agent; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      will at all times be a Paying Agent in a Member State of the European
      Union that will not be obliged to withhold or deduct tax pursuant to the
      European Council Directive 2003/48/EC or any
law

            


    

     


    
      
         


      

      
        Page
27

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              implementing
      or complying with or introduced to conform to, such
    Directive.

            


    

     

    In
addition, the Issuers shall appoint a Paying Agent having a specified office in
the United States only in the circumstances described in the final paragraph of
Condition 5(d).  Any variation, termination, appointment or change
shall only take effect (other than in the case of insolvency, when it shall be
of immediate effect) after not less than 30 nor more than 45 days prior notice
thereof shall have been given to the Noteholders in accordance with Condition
16.

     

    
      	
               
      

            	
              (2)

            	
              The
      Agent may (subject as provided in Subclause 21(4)) at any time resign as
      Agent by giving written notice to the Issuers of such intention on its
      part, specifying the date on which its desired resignation shall become
      effective; provided that such date shall never be less than three months
      after the receipt of such notice by the Issuers unless the Issuers agree
      to accept less notice.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent may (subject as provided in Subclause 21(4)) be removed at any time
      by the filing with it of an instrument in writing signed on behalf of the
      Issuers specifying such removal and the date when it shall become
      effective.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Any
      resignation under Subclause 21(2) or removal under Subclause 21(3) shall
      only take effect upon the appointment by the Issuers of a successor Agent
      and (other than in cases of insolvency of the Agent) on the expiry of the
      notice to be given under Clause 23.  If, by the day falling 10
      days before the expiry of any notice under Subclause 21(2), the Issuers
      have not appointed a successor Agent, then the Agent shall be entitled, on
      behalf of the Issuers, to appoint as a successor Agent in its place such
      reputable financial institution of good standing as it may reasonably
      determine to be capable of performing the duties of the Agent
      hereunder.

            


    

     

    
      	
               
      

            	
              (5)

            	
              In
      case at any time the Agent and/or any Paying Agent resigns, or is removed,
      or becomes incapable of action or is adjudged bankrupt or insolvent, or
      files a voluntary petition in bankruptcy or makes an assignment for the
      benefit of its creditors or consents to the appointment of an
      administrator, liquidator or administrative or other receiver of all or a
      substantial part of its property, or if an administrator, liquidator or
      administrative or other receiver of it or all or a substantial part of its
      property is appointed, or it admits in writing its inability to pay or
      meet its debts as they become due, or if an order of any court is entered
      approving any petition filed by or against it under the provisions of any
      applicable bankruptcy or insolvency law or if any officer takes charge or
      control of it or of its property or affairs for the purpose of
      rehabilitation, administration or liquidation, a successor Agent and/or
      Paying Agent may be appointed by the Issuers by an instrument in writing
      filed with the successor Agent and/or Paying Agent.  Upon the
      appointment as aforesaid of a successor Agent and/or Paying Agent and
      acceptance by the latter of such appointment and (other than in the case
      of insolvency of the Agent and/or Paying Agent when it shall be of
      immediate effect) upon expiry of the notice to be given under Clause 23,
      the Agent and/or Paying Agent so superseded shall cease to be an Agent
      and/or a Paying Agent hereunder.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Subject
      to Subclause 21(1), the Issuers may, after prior consultation with the
      Agent, terminate the appointment of any of the other Paying Agents at any
      time and/or appoint one or more further Paying Agents located outside the
      United States (either for all Notes issued under the Programme or
      with

            


    

     


    
      
         


      

      
        Page
28

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              respect
      to a particular Series of Notes) by giving to the Agent, and to the
      relevant Paying Agent, at least 45 days’ notice in writing to that effect,
      or such lesser notice as is agreed to by the Agent, the Issuers and the
      relevant Paying Agent; and any Issuer may, in respect of a particular
      Series of Notes only, appoint one or more further Paying Agents which
      appointment shall take effect on the date of such
    appointment.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Subject
      to Subclause 21(1), all or any of the Paying Agents (other than the Agent)
      may resign their respective appointments hereunder at any time by giving
      the Issuers and the Agent at least 45 days’ written notice to that
      effect.

            


    

     

    
      	
               
      

            	
              (8)

            	
              Upon
      its resignation or removal becoming effective, the Agent or the relevant
      Paying Agent:

            


    

     

    
      	
               
      

            	
              (a)

            	
              shall,
      in the case of the Agent, forthwith transfer all moneys held by it
      hereunder and the records referred to in Subclauses 13(5) and 14(7) to the
      successor Agent hereunder; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              shall
      be entitled to the payment by the Issuers of its commissions and fees for
      the services theretofore rendered hereunder in accordance with the terms
      of Clause 16 and to the reimbursement of all reasonable out-of-pocket
      expenses (including legal fees and together with any applicable value
      added tax or similar tax thereon) incurred in connection
      therewith.

            


    

     

    
      	
               
      

            	
              (9)

            	
              Upon
      its appointment becoming effective, a successor Agent and any new Paying
      Agent shall, without further act, deed or conveyance, become vested with
      all the authority, rights, powers, trust, immunities, duties and
      obligations of such predecessor with like effect as if originally named as
      Agent or (as the case may be) a Paying Agent
  hereunder.

            


    

     

    
      	
               
      

            	
              (10)

            	
              In
      the case of any Series of Notes to be issued by TCCI in registered form
      TCCI has appointed a registrar, transfer agent and Canadian paying agent
      pursuant to the Note Agency
Agreement.

            


    

     

    22.           MERGER
AND CONSOLIDATION

     

    Any
corporation into which the Agent or any Paying Agent may be merged, or any
corporation with which the Agent or any of the Paying Agents may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Agent or any of the Paying Agents shall be a party, or any corporation
to which the Agent or any of the Paying Agents shall sell or otherwise transfer
all or substantially all the assets of the Agent or any Paying Agent shall, on
the date when such merger, consolidation or transfer becomes effective and to
the extent permitted by any applicable laws, become the successor Agent or, as
the case may be, Paying Agent under this Agreement without the execution or
filing of any paper or any further act on the part of the parties hereto, unless
otherwise required by the Issuers, and after the said effective date all
references in this Agreement to the Agent or, as the case may be, such Paying
Agent shall be deemed to be references to such corporation.  Written
notice of any such merger, consolidation or transfer shall forthwith be given to
the Issuers by the relevant Agent or Paying Agent.

     


    
      
         


      

      
        Page
29

        
          

        

      

      
         


      

    


    23.           NOTIFICATIONS

     

    Following
receipt of notice of resignation from the Agent or any Paying Agent and
forthwith upon appointing a successor Agent or, as the case may be, further or
other Paying Agents for any Series of Notes outstanding prior to the date of
such appointment or on giving notice to terminate the appointment of any Agent
or, as the case may be, Paying Agent, the relevant Issuer shall give or cause to
be given not more than 45 days’ nor less than 30 days’ notice thereof to any
Noteholders affected by such termination or appointment in accordance with the
Conditions.

     

    24.           CHANGE
OF SPECIFIED OFFICE

     

    The
specified office of the Agent shall be One Canada Square, Canary Wharf, London
E14 5AL.  If the Agent or any Paying Agent determines to change its
specified office, it shall give to the Issuers and (if applicable) the Agent
written notice of such determination giving the address of the new specified
office which shall be in the same city and stating the date on which such change
is to take effect, which shall not be less than 45 days
thereafter.  The Agent (on behalf of the Issuers) shall within 15 days
of receipt of such notice (unless the appointment of the Agent or the relevant
Paying Agent, as the case may be, is to terminate pursuant to Clause 21 on or
prior to the date of such change) give or cause to be given not more than 45
days’ nor less than 30 days’ notice thereof to the Noteholders in accordance
with the Conditions; provided, however, that if a Paying Agent acts as Paying
Agent for only some of the Series of Notes under the Programme, notice need be
given only to holders of the Notes of those Series in relation to which the
Paying Agent acts as Paying Agent.

     

    25.           NOTICES

     

    
      	
               
      

            	
              (1)

            	
              Any
      notice or communication given hereunder shall be sufficiently given or
      served:

            


    

     

    
      	
               
      

            	
              (a)

            	
              if
      delivered in person to the relevant address specified on the signature
      pages hereof (or to such other address as is specified in writing and
      delivered to the relevant parties to this Agreement) and, if so delivered,
      shall be deemed to have been delivered at time of receipt;
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      sent by facsimile to the relevant number specified on the signature pages
      hereof (or to such other facsimile number as is specified in writing and
      delivered to the relevant parties to this Agreement) and, if so sent,
      shall be deemed to have been delivered upon transmission provided such
      transmission is confirmed when an acknowledgment of receipt is
      received.

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      copy of any notice served in accordance with Subclause 25(1) shall be
      given to the Parent and TFS at:

            


    

     

    
      	
               
      

            	
              Toyota
      Motor Corporation

            


    

    
      	
               
      

            	
              Nagoya
      Office

            


    

    
      	
               
      

            	
              7-1,
      Meieki 4-chome

            


    

    
      	
               
      

            	
              Nakamura-ku

            


    

    
      	
               
      

            	
              Nagoya
      City

            


    

    
      	
               
      

            	
              Aichi
      Prefecture 450-8711

            


    

    
      	
               
      

            	
              Japan

            


    

     


    
      
         


      

      
        Page
30

        
          

        

      

      
         


      

    


    
      	
                     
      Telephone:

            	
              052
      552 0721

            


    

     

    
      	
               
      

            	
              Telefax:

            	
              052
      552 3745

            


    

    
      	
               
      

            	
              Attention:

            	
              Group
      Manager of Affiliated Companies Finance
Division

            


    

     

    
      	
               
      

            	
              Toyota
      Financial Services Corporation

            


    

    
      	
               
      

            	
              Nagoya
      Lucent Tower

            


    

    
      	
               
      

            	
              6-1,
      Ushijima-cho

            


    

    
      	
               
      

            	
              Nishi-ku

            


    

    
      	
               
      

            	
              Nagoya
      City

            


    

    
      	
               
      

            	
              Aichi
      Prefecture 451-6015

            


    

    
      	
               
      

            	
              Japan

            


    

     

    
      	
                     
      Telephone:

            	
              052
      217 2414

            


    

    
      	
               
      

            	
              Telefax:

            	
              052
      587 7931

            


    

    
      	
               
      

            	
              Attention:

            	
              Group
      Vice President of Risk Management

            


    

     

    26.           TAXES
AND STAMP DUTIES

     

    The
Issuers agree to pay any and all stamp and other documentary taxes or duties
(other than any interest or penalties arising as a result of a failure by any
other person to account promptly to the relevant authorities for any such duties
or taxes after such person shall have received from the relevant Issuer the full
amount payable in respect thereof) which may be payable in connection with the
execution, delivery, performance and enforcement of this Agreement.

     

    27.           CURRENCY
INDEMNITY

     

    If, under
any applicable law and whether pursuant to a judgment being made or registered
against any Issuer or in the liquidation, insolvency or analogous process of any
Issuer or for any other reason, any payment under or in connection with this
Agreement is made or is to be satisfied in a currency (the other currency) other than
that in which the relevant payment is expressed to be due (the required currency) under this
Agreement, then, to the extent that the payment (when converted into the
required currency at the rate of exchange on the date of payment or, if it is
not practicable for the Agent or the relevant Paying Agent to purchase the
required currency with the other currency on the date of payment, at the rate of
exchange as soon thereafter as it is practicable for it to do so or, in the case
of a liquidation, insolvency or analogous process at the rate of exchange on the
latest date permitted by applicable law for the determination of liabilities in
such liquidation, insolvency or analogous process) actually received by the
Agent or the relevant Paying Agent falls short of the amount due under the terms
of this Agreement, such Issuer undertakes that it shall, as a separate and
independent obligation, indemnify and hold harmless the Agent and the relevant
Paying Agent against the amount of such shortfall.  For the purpose of
this Clause 27, rate of
exchange means the rate at which the Agent or the relevant Paying Agent
is able on the London foreign exchange market on the relevant date to purchase
the required currency with the other currency and shall take into account any
premium and other costs of exchange.

     

    28.           AMENDMENTS:  MEETINGS
OF HOLDERS

     

    
      	
               
      

            	
              (1)

            	
              This
      Agreement, (in the case of Registered Notes) the Note Agency Agreement,
      the Notes and any Receipts and Coupons attached to the Notes may be
      amended by the Issuers or the relevant Issuer, as the case may be,
      and

            


    

     


    
      
         


      

      
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              (in
      the case of this Agreement) the Agent and (in the case of the Note Agency
      Agreement) the Registrar and the Canadian Paying Agent, without the
      consent of the holder of any Note, Receipt or Coupon (a) for the purpose
      of curing any ambiguity, or of curing, correcting or supplementing any
      defective provision contained herein or therein, or to evidence the
      succession of another corporation to the relevant Issuer as provided in
      Condition 13 or provide for substitution of the relevant Issuer as
      provided in Condition 14, (b) to make any further modifications of the
      terms of this Agreement or (in the case of Registered Notes) the Note
      Agency Agreement necessary or desirable to allow for the issuance of any
      additional Notes (which modifications shall not be materially adverse to
      holders of outstanding Notes), or (c) in any manner which the Issuers or
      the relevant Issuer, as the case may be, and (in the case of this
      Agreement) the Agent and (in the case of the Note Agency Agreement) the
      Registrar and the Canadian Paying Agent, may deem necessary or desirable
      and which shall not materially adversely affect the interests of the
      holders of the Notes, Receipts and Coupons.  In addition, with
      the written consent of holders of a majority in aggregate nominal amount
      of the Notes then outstanding affected thereby, or by resolution adopted
      by the holders of a majority in aggregate nominal amount of Notes then
      outstanding present or represented at a meeting of the holders of the
      Notes affected thereby at which a quorum is present (provided that such
      resolution shall be approved by the holders of not less than 25 per cent.
      of the aggregate nominal amount of Notes then outstanding affected
      thereby), this Agreement, (in the case of Registered Notes) the Note
      Agency Agreement or the terms and conditions of the Notes, Receipts and
      Coupons may be modified or amended by the parties hereto or thereto, and
      future compliance and past defaults waived, in each case as provided in
      Conditions 9 and 15 and subject to the limitations therein provided
      (including that no such agreement shall, without the consent or the
      affirmative vote of the holder of each Note affected thereby,
      (i) change the stated maturity of the principal of or any instalment
      of interest on any Note, (ii) reduce the nominal amount of or
      interest on any Note, (iii) change the obligation of the Issuer to
      pay Additional Amounts as provided in Condition 7, (iv) reduce the
      percentage in nominal amount of outstanding Notes the consent of the
      holders of which is necessary to modify or amend the Agency Agreement or
      (in the case of Registered Notes) the Note Agency Agreement or the terms
      and conditions of the Notes or to waive any future compliance or past
      default, or (v) reduce the percentage in nominal amount of
      outstanding Notes the consent of the holders of which is required at any
      meeting of holders of Notes at which a resolution is
    adopted).

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      meeting of holders of Notes may be called by the holders of at least 10
      per cent. in nominal amount of the outstanding Notes of the relevant
      Series at any time and from time to time to make, give or take any
      request, demand, authorisation, direction, notice, consent, waiver or
      other action provided by this Agreement or the Notes to be made, given or
      taken by holders of Notes.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Agent may at any time call a meeting of holders of Notes of any Series for
      any purpose specified in Subclause 28(1) to be held at such time and at
      such place in the City of New York or in London, as the Agent and the
      relevant Issuer shall determine.  Notice of every meeting of
      holders of Notes, setting forth the time and the place of such meeting and
      in general terms the action proposed to be taken at such meeting, shall be
      given by the Agent to the relevant Issuer and to the holders of the Notes,
      in the same manner as

            


    

     


    
      
         


      

      
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              provided
      in Condition 16, not less than 21 nor more than 180 days prior to the date
      fixed for the meeting.  In the case at any time the relevant
      Issuer or the holders of at least 10 per cent. in nominal amount of the
      outstanding Notes shall have requested the Agent to call a meeting of the
      holders to take any action authorised in Subclause 28(1), by written
      request setting forth in reasonable detail the action proposed to be taken
      at the meeting, and the Agent shall not have given notice of such meeting
      within 21 days after receipt of such request or shall not thereafter
      proceed to cause the meeting to be held as provided herein, then the
      relevant Issuer, or the holders of Notes in the amount above-specified, as
      the case may be, may determine the time and the place in the City of New
      York or London for such meeting and may call such meeting by giving notice
      thereof as provided in this Subclause
28(3).

            


    

     

    
      	
               
      

            	
              (4)

            	
              To
      be entitled to vote at any meeting of holders of Notes, a person shall be
      a holder of outstanding Notes at the time of such meeting, or a person
      appointed by an instrument in writing as proxy for such
      holder.

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      quorum at any meeting called to adopt a resolution will be persons holding
      or representing a majority in aggregate nominal amount of the Notes then
      outstanding affected thereby. In the absence of a quorum, within 30
      minutes of the time appointed for any such meeting, the meeting may be
      adjourned for a period of not less than 10 days as determined by the
      chairman of the meeting prior to the adjournment of such
      meeting.  In the absence of a quorum at any such adjourned
      meeting, such adjourned meeting may be further adjourned for a period of
      not less than 10 days as determined by the chairman of the meeting prior
      to the adjournment of such adjourned meeting.  Notice of the
      reconvening of any adjourned meeting shall be given as provided in
      Subclause 28(3) except that such notice need be given not less than five
      days prior to the date on which the meeting is scheduled to be
      reconvened.  Notice of the reconvening of an adjourned meeting
      shall state expressly the percentage of the nominal amount of the
      outstanding Notes which shall constitute a
  quorum.

            


    

     

    The
quorum at any adjourned meeting will be one or more persons holding or
representing 25 per cent. in aggregate nominal amount of such Notes then
outstanding affected thereby. Any meeting of holders of Notes at which a quorum
is present may be adjourned from time to time by vote of a majority in nominal
amount of the outstanding Notes represented at the meeting, and the meeting may
be held as so adjourned without further notice.  At a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid,
any resolution and all matters shall be effectively passed and decided if passed
or decided by the persons entitled to vote a majority in nominal amount of the
outstanding Notes represented and voting at such meeting, provided that such
amount approving such resolution shall be not less than 25 per cent. in nominal
amount of the outstanding Notes.

     

    
      	
               
      

            	
              (6)

            	
              Any
      modifications, amendments or waivers under this Clause 28 to this
      Agreement or (in the case of Registered Notes) the Note Agency Agreement
      or to the terms and conditions of the Notes, Receipts and Coupons will be
      conclusive and binding on all holders of Notes, Receipts and Coupons,
      whether or not they have given such consent or were present at any
      meeting, and whether or not notation of such modifications, amendments or
      waivers is made upon the Notes, Receipts and Coupons.  It shall
      not be necessary for the

            


    

     


    
      
         


      

      
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33

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              consent
      of the holders of Notes under Condition 15 to approve the particular form
      of any proposed amendment, but it shall be sufficient if such consent
      shall approve the substance
thereof.

            


    

     

     

    
      	
               
      

            	
              (7)

            	
              Notes
      authenticated and delivered after the execution of any amendment under
      this Clause 28 to this Agreement, or (in the case of Registered Notes) to
      the Note Agency Agreement, the Notes, Receipts or Coupons may bear a
      notation in form approved by the Agent or (in the case of Registered
      Notes) Registrar as to any matter provided for in such amendment to this
      Agreement or (in the case of Registered Notes) to the Note Agency
      Agreement. New Notes so modified as to conform, in the opinion of the
      Agent or (in the case of Registered Notes) the Registrar and the relevant
      Issuer, to any modification contained in any such amendment may be
      prepared by the relevant Issuer, authenticated by the Agent or (in the
      case of Registered Notes) the Registrar and delivered in exchange for the
      Notes then outstanding affected
thereby.

            


    

     

    
      	
               
      

            	
              (8)

            	
              The
      Agent may make such reasonable regulations as it may deem advisable for
      any meeting of holders of Notes in regard to proof of the holding of Notes
      and of the appointment of proxies and in regard to the appointment and
      duties of inspectors of votes, the submission and examination of proxies,
      certificates and other evidence of the right to vote, and such other
      matters concerning the conduct of the meeting as it shall deem
      appropriate.  The Agent shall, by an instrument in writing,
      appoint a temporary chairman of the meeting, unless the meeting shall have
      been called by the relevant Issuer or holders of Notes as provided above,
      in which case the relevant Issuer or the holders of Notes calling the
      meeting, as the case may be, shall in like manner appoint a temporary
      chairman.  A permanent chairman and a permanent secretary of the
      meeting shall be elected by vote of the persons entitled to vote a
      majority in nominal amount of the outstanding Notes represented at the
      meeting.  The chairman of the meeting shall have no right to
      vote, except as a holder of Notes or proxy.  A record, at least
      in triplicate, of the proceedings of each meeting of holders of Notes
      shall be prepared, and one such copy shall be delivered to the relevant
      Issuer and another to the Agent to be preserved by the
    Agent.

            


    

     

    29.           CALCULATION
AGENCY AGREEMENT

     

    A form of
calculation agency agreement is set out in Appendix C hereto.  Where
the Conditions require functions to be carried out by a Calculation Agent other
than the Agent, the relevant Issuer may execute such an agreement or an
agreement in such other form as such Issuer and the Calculation Agent may
agree.

     

    30.           REDENOMINATION
AND EXCHANGE

     

    (1)           Redenomination

     

    Where
redenomination (Redenomination) is specified
in the applicable Final Terms as being applicable, and unless otherwise
specified in the applicable Final Terms, the relevant Issuer may, without the
consent of any Noteholder, Receiptholder or Couponholder, on giving prior notice
to Euroclear, Clearstream, Luxembourg and the Agent and at least 30 days’ prior
notice to Noteholders as provided in Condition 16, designate a Redenomination
Date.

     


    
      
         


      

      
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34

        
          

        

      

      
         


      

    


    With
effect from the Redenomination Date, notwithstanding the other provisions of the
Conditions:

     

    
      	
               
      

            	
              (a)

            	
              the
      Notes and Receipts shall (unless already so provided by mandatory
      provisions of applicable law) be deemed to be redenominated in euro in the
      denomination of euro 0.01 with a nominal amount for each Note and Receipt
      equal to the nominal amount of the Note or Receipt in the original
      Specified Currency, converted into euro at the Established Rate, and the
      Specified Currency shall be deemed to be Euro; provided that, if the
      relevant Issuer determines, after consultation with the Agent, that the
      then market practice in respect of the redenomination into euro of
      internationally offered securities is different from the provisions
      specified above in this Subclause 30(1)(a) or in the applicable Final
      Terms, such provisions shall be deemed to be amended so as to comply with
      such market practice and the relevant Issuer shall promptly notify the
      Noteholders, the stock exchange (if any) on which the Notes may be listed
      and the Agent and Paying Agent(s) of such deemed
    amendments;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      Definitive Notes are required to be issued after the Redenomination Date,
      they shall be issued at the expense of the relevant Issuer in the
      denominations of euro 1,000, euro 10,000 and euro 100,000 and (but only to
      the extent of any remaining amounts less than euro 1,000 or such smaller
      denominations as the Agent may approve) euro 0.01 and such other
      denominations as the relevant Issuer, after consultation with the Agent,
      shall determine and notify to
Noteholders;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      Definitive Notes have been issued, all unmatured Coupons and Receipts
      denominated in the original Specified Currency (whether or not attached to
      the Notes) will become void and no payments will be made in respect of
      them with effect from the date on which the relevant Issuer gives notice
      (the Exchange
      Notice) that Euro-denominated Notes, Receipts and Coupons are
      available for exchange (provided that such securities are so
      available).  New certificates in respect of Euro-denominated
      Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts
      and Coupons in the original Specified Currency in such manner as the
      relevant Issuer, after consultation with the Agent, may specify and shall
      be notified to Noteholders 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;

            


    

     

    
      	
               
      

            	
              (d)

            	
              after
      the Redenomination Date, all payments in respect of the Notes, the
      Receipts and the Coupons (other than, unless the Redenomination Date is on
      or after such date as the original Specified Currency ceases to be a
      subdivision of the euro, payments of interest in respect of periods
      commencing before the Redenomination Date) will be made solely in euro as
      though references in the Notes, the Receipts and the Coupons to the
      Specified Currency were to euro.  Such payments will be made in
      euro by credit or transfer to a euro account (or any other account to
      which euro may be credited or transferred) specified by the payee or by
      cheque; provided, however, that a cheque may not
  be

            


    

     


    
      
         


      

      
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35

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              delivered
      to an address in, and an amount may not be transferred to an account at a
      bank located in, the United States of America or its possessions except as
      provided in Condition 5(d);

            


    

     

    
      	
               
      

            	
              (e)

            	
              after
      the Redenomination Date, Business Day in relation
      to any sum payable in euro shall mean a day on which commercial banks and
      foreign exchange markets settle payments and are open for general business
      (including dealings in foreign exchange and foreign currency deposits) in
      London and a day on which the TARGET2 system is open.  After the
      Redenomination Date, Payment Day shall mean
      (A) a Business Day
      as defined herein and (B) a day on which commercial banks are open for
      general business (including dealings in foreign exchange and foreign
      currency deposits) in the relevant place of
  presentation;

            


    

     

    
      	
               
      

            	
              (f)

            	
              if
      Definitive Notes have been issued, after the Redenomination Date, the
      amount of interest due in respect of Notes will be calculated by reference
      to the aggregate nominal amount of Notes presented (or, as the case may
      be, in respect of which Receipts or Coupons are presented) for payment by
      the relevant holder and the amount of such payment shall be rounded down
      to the nearest euro 0.01.  If the Notes are in global form,
      after the Redenomination Date, the amount of interest due in respect of
      Notes represented by the Global Note will be calculated by reference to
      the aggregate nominal amount of such Notes and the amount of such payment
      shall be rounded down to the nearest euro 0.01;
  and

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      applicable Final Terms will specify any relevant changes to the provisions
      relating to interest, including without limitation, any change to the
      applicable Day Count Fraction and Business Day
  Convention.

            


    

     

    (2)           Exchange

     

    Where
exchange (Exchange) is
specified in the applicable Final Terms as being applicable, and unless
otherwise specified in the applicable Final Terms, the relevant Issuer may,
without the consent of any Noteholder, Receiptholder or Couponholder, on giving
prior notice to Euroclear, Clearstream, Luxembourg and the Agent and at least 30
days’ prior notice to the Noteholders as provided in Condition 16, elect that,
with effect from the Redenomination Date specified in the notice, the Notes
shall be exchangeable for Notes expressed to be denominated in euro in
accordance with such arrangements as the relevant Issuer may decide, after
consultation with the Agent, and as may be specified in the notice, including
arrangements under which Receipts and Coupons (which expression shall for this
purpose include Coupons to be issued on an exchange of matured Talons) unmatured
at the date so specified become void.

     

    (3)           Amendments
and Modifications

     

    The
applicable Final Terms in relation to any Notes may specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent
with the provisions herein, replace or modify the provisions for the purpose of
such Notes.  In addition, the relevant Issuer and the Agent
may

     


    
      
         


      

      
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36

        
          

        

      

      
         


      

    


    make any
changes, without the consent of, but with notification to (in accordance with
Condition 16 and this Clause 30), any Noteholder, Receiptholder or Couponholder,
to this Agreement necessary to implement the provisions of Condition 18 and this
Clause 30.

     

    Notwithstanding
anything to the contrary contained in this Clause 30, if the relevant Issuer
determines, after consultation with the Agent, that the then market practice in
respect of the redenomination into euro of internationally offered securities or
euro-denominated internationally offered securities is different from that
specified in this Clause 30, the relevant Issuer may (but shall not be required
to) amend the provisions of this Clause 30 and any provision of the Conditions,
as applicable, so as to comply with such market practice, and the relevant
Issuer shall promptly notify Noteholders, the stock exchange (if any) on which
the Notes may be listed, the Paying Agents and the Agent of such deemed
amendments.  Such changes will not take effect until after they have
been notified to Noteholders in accordance with Condition 16 and this Clause
30.

     

    31.           DEED
POLL

     

    
      	
               
      

            	
              (1)

            	
              If
      any Global Note becomes void in accordance with its terms, the relevant
      Issuer covenants with each Relevant Account Holder (other than any
      Relevant Account Holder which is an account holder of any other Relevant
      Clearing System) that each Relevant Account Holder shall automatically
      acquire at the Relevant Time, without the need for any further action on
      behalf of any person, against the relevant Issuer all those rights which
      the Relevant Account Holder would have had if at the Relevant Time it held
      and beneficially owned executed and authenticated Definitive Bearer Notes
      in respect of each Underlying Note (as defined in the definition of
      “Global Note”) represented by the Global Note which the Relevant Account
      Holder has credited to its securities account with the Relevant Clearing
      System at the Relevant Time.  The relevant Issuer’s obligation
      under this Clause 31 shall be a separate and independent obligation by
      reference to each Underlying Note which a Relevant Account Holder has
      credited to its securities account with the Relevant Clearing System and
      the relevant Issuer agrees that a Relevant Account Holder may assign its
      rights under this Clause 31 in whole or in
part.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      records of the Relevant Clearing System shall be conclusive evidence of
      the identity of the Relevant Account Holders and the number of Underlying
      Notes credited to the securities account of each Relevant Account Holder.
      For these purposes a statement issued by the Relevant Clearing System
      stating:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      name of the Relevant Account Holder to which the statement is issued;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      aggregate nominal amount of Underlying Notes credited to the securities
      account of the Relevant Account Holder as at the opening of business on
      the first day following the Relevant Time on which the Relevant Clearing
      System is open for business,

            


    

     

    shall be
conclusive evidence of the records of the Relevant Clearing System at the
Relevant Time.

     

    (3)           In
the event of a dispute, the determination of the Relevant Time by the Relevant
Clearing System shall (in the absence of 

           
manifest error) be final and conclusive for all purposes in connection with the
Relevant Account Holders with securities 

            accounts with
the Relevant Clearing System.


    
      
         


      

      
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              (4)

            	
              The
      relevant Issuer undertakes in favour of each Relevant Account Holder that,
      in relation to any payment to be made by it under this Clause 31, it will
      comply with the provisions of Condition 7 to the extent that they apply to
      any payments in respect of Underlying Notes as if those provisions had
      been set out in full in this Clause
31.

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      relevant Issuer will pay any stamp and other duties and taxes, including
      interest and penalties, payable on or in connection with the execution of
      this Agreement and any action taken by any Relevant Account Holder to
      enforce the provisions of this Clause
31.

            


    

     

    
      	
               
      

            	
              (6)

            	
              This
      Clause 31 and Clause 34 shall take effect as a Deed Poll for the benefit
      of the Relevant Account Holders from time to time.  This
      Agreement shall be deposited with and held by the common depositary for
      Euroclear and Clearstream, Luxembourg (being at that date of this
      Agreement the Agent) until all the obligations of each Issuer under this
      Clause 31 have been discharged in
full.

            


    

     

    
      	
               
      

            	
              (7)

            	
              Each
      Issuer acknowledges the right of every Relevant Account Holder to the
      production of, and the right of every Relevant Account Holder to obtain
      (upon payment of a reasonable charge) a copy of, this Agreement, and
      further acknowledges and covenants that the obligations binding upon it
      contained in this Clause 31 are owed to, and shall be for the account of,
      each and every Relevant Account Holder, and that each Relevant Account
      Holder shall be entitled severally to enforce those obligations against
      the relevant Issuer.

            


    

     

    32.           DESCRIPTIVE
HEADINGS

     

    The
descriptive headings in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

     

    33.           CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999

     

    Save for
Clause 31, this Agreement confers no right on a person who is not a party to
this Agreement by virtue of the Contract (Rights of Third Parties) Act 1999 to
enforce any term of this Agreement, but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.

     

    34.           GOVERNING
LAW

     

    
      	
               
      

            	
              (1)

            	
              This
      Agreement and any non-contractual obligations arising out of or in
      connection with this Agreement shall be governed by, and construed in
      accordance with, the laws of
England.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Each
      Issuer hereby irrevocably agrees for the exclusive benefit of the Agent,
      the Paying Agents and the Relevant Account Holders that the courts of
      England are to have jurisdiction to settle any disputes which may arise
      out of or in connection with this Agreement (including a dispute relating
      to any non-contractual obligations arising out of or in connection with
      this Agreement)

            


    

     


    
      
         


      

      
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38

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              and
      that accordingly any suit, action or proceedings (together referred to as
      Proceedings)
      arising out of or in connection with this Agreement (including any
      Proceedings relating to any non-contractual obligations arising out of or
      in connection with this Agreement) may be brought in such
      courts.  Each Issuer hereby irrevocably waives any objection
      which it may have to the laying of the venue of any Proceedings in any
      such courts and any claim that any such Proceedings have been brought in
      an inconvenient forum and hereby further irrevocably agrees that a
      judgment in any Proceedings brought in the English courts shall be
      conclusive and binding upon each Issuer and may be enforced in the courts
      of any other jurisdiction.  Nothing contained herein shall limit
      any right to take Proceedings against any Issuer in any other court of
      competent jurisdiction, nor shall the taking of Proceedings in one or more
      jurisdictions preclude the taking of Proceedings in any other
      jurisdiction, whether concurrently or not.  Each Issuer hereby
      appoints Toyota Financial Services (UK) PLC of Great Burgh, Burgh Heath,
      Epsom, Surrey KT18 5UZ as its agent for service of process and agrees
      that, in the event of Toyota Financial Services (UK) PLC ceasing so to act
      or ceasing to be registered in England, it will appoint another person as
      its agent for service of process in England in respect of any
      Proceedings.

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      TMF is represented by an attorney or attorneys in connection with the
      signing and/or execution and/or delivery of this Agreement or any
      agreement, deed or document referred to herein or made pursuant hereto and
      the relevant power or powers of attorney is or are expressed to be
      governed by the laws of the Netherlands, it is hereby expressly
      acknowledged and accepted by the other parties hereto that such laws shall
      govern the existence and extent of such attorney's or attorneys' authority
      and the effects of the exercise
thereof.

            


    

     

    35.           COUNTERPARTS

     

    This
Agreement may be executed in one or more counterparts all of which shall
constitute one and the same agreement.

     


    
      
         


      

      
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39

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, TMF, TCCI,
TFA and TMCC have executed this Agreement as a deed, and the Agent has executed
this Agreement, as of the date first above written.

     

    The
Issuers

     

    SIGNED, SEALED AND DELIVERED           

    by  /s/
Takahisa
Iizuka                                                                                                          

    being
duly authorised attorney
of                                       

    TOYOTA MOTOR
FINANCE                                            


    (NETHERLANDS) B.V. with
the                                         

    intention
that this instrument takes
effect                          

    as TMF’s
deed in the presence
of:                                      

    /s/ W.G.
Kilpatrick


     

    TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

    Atrium,
Strawinskylaan 3105

    1077 ZX
Amsterdam

    The
Netherlands

    Telephone:               31
20 502 5312

    Telefax:                    31
20 502 5419

    Attention:                 Managing
Director

     

    


     

    SIGNED, SEALED AND
DELIVERED                                   

    by /s/
Richard
Nelson                                                               

    being
duly authorised attorney
of                                          

    TOYOTA CREDIT CANADA
INC.                                        

    with the
intention that this instrument
takes                         

    effect as
TCCI’s deed in the presence
of:                              

    /s/
Richard Garry

     

    


     

    TOYOTA
CREDIT CANADA INC.

    80 Micro
Court, Suite 200

    Markham

    Ontario
L3R 9Z5

    Canada

    Telephone:               905
513 8200

    Telefax:                 
  905 513 8335

    Attention:                 Executive
Vice-President

     


    
      
         


      

      
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40

        
          

        

      

      
         


      

    


    SIGNED, SEALED AND
DELIVERED                   

    by /s/
Richard
Nelson                                                

    being
duly authorised attorney
of                           

    TOYOTA FINANCE
AUSTRALIA                         

    LIMITED with the intention
that
this                     

    instrument
takes effect as TFA’s
deed                  

    in the
presence
of:                                                     

    /s/
Richard Garry


     

    TOYOTA
FINANCE AUSTRALIA LIMITED

    Level 9,
207 Pacific Highway

    St
Leonards NSW 2065

    Australia

    Telephone: 61
2 9430 0000

    Telefax:     
61 2 9430 0913

    Attention:  
Treasurer

     

    


     

    SIGNED, SEALED AND
DELIVERED                   

    by the
undersigned being
duly                                

    authorised
on behalf
of                                             

    TOYOTA MOTOR
CREDIT                                   

    CORPORATION with the intention
that              

    this
instrument takes effect as
TMCC’s                 

    deed                                                                              

    By:           /s/ Wei
Shi

    Name:  Wei Shi

    Title:    Corporate
Treasury Manager

     

     

    TOYOTA
MOTOR CREDIT CORPORATION

    19001
South Western Avenue, EF12

    Torrance

    California
90501

    USA

    Telephone:   
(310) 468-4001

    Telefax:      
 (310) 468-6194

    Attention:     
Group Vice President, Treasury

     

    


     


    
      
         


      

      
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              The
      Agent

            


    

     

    THE
BANK OF NEW YORK MELLON

    One
Canada Square

    Canary
Wharf

    London
E14 5AL

    Telephone:                +44
(0) 207 964 4786/8803

    Telefax:                     +44
(0) 207 964 2536

    Attention:                  Corporate
Trust Administration

     

    By:      /s/ Paul
Bashford

                Paul
Bashford

                Vice
President

    


     


    
      
         


      

      
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    APPENDIX A


    TERMS
AND CONDITIONS OF THE NOTES

     

    This Note
is one of a Series (as defined below) of Notes issued subject to, and with the
benefit of, an amended and restated Agency Agreement dated 26 September 2008
(the  “Agency
Agreement”) and made between Toyota Motor Finance (Netherlands) B.V.,
Toyota Credit Canada Inc., Toyota Finance Australia Limited and Toyota Motor
Credit Corporation as Issuers and The Bank of New York Mellon, as the issuing
agent and (unless specified otherwise in the applicable Final Terms) principal
paying agent and (unless specified otherwise in the applicable Final Terms) as
calculation agent (the “Agent”, which expression
shall include any successor agent or other Calculation Agent specified in the
applicable Final Terms and the “Paying Agent”, which
expression shall include any additional or successor paying
agents).  Notes in registered form issued by Toyota Credit Canada Inc.
(“Registered Notes”)
are also issued subject to, and with the benefit of, an amended and restated
Note Agency Agreement dated 26 September 2008 (the “Note Agency Agreement”) and
made between Toyota Credit Canada Inc. as Issuer, Royal Bank of Canada as the
registrar (the “Registrar”, which expression
shall include any successor registrar) and Royal Bank of Canada, London branch
as paying agent (the “Canadian
Paying Agent”, which expression shall include any additional or successor
paying agent appointed for Registered Notes).

     

    References
in these Terms and Conditions to the “Notes” shall be references to
the Notes of this Series and shall mean (i) in relation to any Notes represented
by a global Note, units of the lowest Specified Denomination in the Specified
Currency of the relevant Notes, (ii) definitive Notes issued in exchange (or
part exchange) for a temporary or permanent global Note or global registered
Note and (iii) any global Note.

     

    Interest
bearing definitive Notes in bearer form will (unless otherwise indicated in the
applicable Final Terms) have interest coupons (“Coupons”) and, if indicated
in the applicable Final Terms, talons for further Coupons (“Talons”) attached on issue.
Any reference herein to Coupons or coupons shall, unless the context otherwise
requires, be deemed to include a reference to Talons. Definitive Notes repayable
in instalments have receipts (“Receipts”) for the payment of
the instalments of principal (other than the final instalment) attached on
issue.

     

    The
Notes, the Receipts and the Coupons have the benefit of certain Credit Support
Agreements governed by Japanese law, one between Toyota Motor Corporation (the
“Parent”) and Toyota
Financial Services Corporation (“TFS”) dated 14 July 2000 as
supplemented by a Supplemental Credit Support Agreement dated 14 July 2000 and a
Supplemental Credit Support Agreement No. 2 dated 2 October 2000 (collectively,
the “Basic Agreement”)
and others between TFS and each of Toyota Motor Finance (Netherlands) B.V.,
Toyota Credit Canada Inc. and Toyota Finance Australia Limited dated 7 August
2000 and Toyota Motor Credit Corporation dated 1 October 2000 (each a “Credit Support Agreement” and
together with the  Basic Agreement the “Credit Support
Agreements”).  However, the Credit Support Agreements do not
constitute a direct or indirect guarantee by the Parent or TFS of the
Notes.

     

    The Final
Terms applicable to the Notes is attached hereto or endorsed hereon and
supplements these Terms and Conditions and may specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent
with these Terms and Conditions, replace or modify these Terms and Conditions
for the purposes of the Notes. References herein to the “applicable Final Terms” shall
mean the Final Terms attached hereto or endorsed hereon.

     

    As used
herein, “Series” means
each original issue of Notes together with any further issues expressed to form
a single series with the original issue and the terms of which (save for the
Issue Date, the amount and the date of the first payment of interest thereon
and/or the Issue Price (as indicated in the applicable Final Terms)) are
identical (including the Maturity Date, Interest Basis, Redemption/Payment Basis
and Interest Payment Dates (if any) and whether or not the Notes are admitted to
trading) and expressions “Notes of the relevant Series”
and related expressions shall

     


    
      
         


      

      
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    be
construed accordingly. As used herein, “Tranche” means all Notes of
the same Series with the same Issue Date and Interest Commencement Date (if
applicable).

     

    Copies of
the Agency Agreement (which contains the form of the Final Terms), the
Prospectus dated 26 September 2008, the Credit Support Agreements and (if the
Note is offered to the public in a Member State of the European Union, Iceland,
Norway or Liechtenstein or admitted to trading on a regulated market within the
meaning of the Prospectus Directive) the Final Terms applicable to the Note are
available free of charge and available for inspection at the specified offices
of the Agent.  Copies of the Note Agency Agreement (if the Note is a
Registered Note) are available free of charge and available for inspection by
the holders of Registered Notes at the specified offices of the Registrar and
the Canadian Paying Agent. The holders of the Notes (the “Noteholders”), which
expression shall, in relation to any Notes represented by a global Note, be
construed as provided in Condition 1, the holder of the Coupons (the “Couponholders”) and holders
of Receipts (the “Receiptholders”) are deemed
to have notice of the Agency Agreement and the applicable Final Terms, which are
binding on them.  The holders of Registered Notes are deemed to have
notice of the Note Agency Agreement, which is binding on them.

     

    Words and
expressions defined in the Agency Agreement or (if the Note is a Registered
Note) in the Note Agency Agreement or used in the applicable Final Terms shall
have the same meanings where used in these Terms and Conditions unless the
context otherwise requires or unless otherwise stated. In the event of
inconsistency between the Agency Agreement, (if the Note is a Registered Note)
the Note Agency Agreement or the applicable Final Terms, the applicable Final
Terms will prevail.

     

    1.         Form,
Denomination and Title

     

    The Notes
may be issued in bearer form (“Bearer Notes”) or, in respect
of Notes issued by Toyota Credit Canada Inc., in bearer or registered form as
set out in the applicable Final Terms and, in the case of definitive Bearer
Notes, serially numbered, in the Specified Currency (or Specified Currencies in
the case of Dual Currency Notes) and in the Specified Denomination(s), all as
specified in the applicable Final Terms.

     

    Bearer
Notes may not be exchanged for Registered Notes and vice versa.

     

    The Note
may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note
bearing interest on a floating rate basis (“Floating Rate Note”), a Note
issued on a non-interest bearing basis (“Zero Coupon Note”), a Note
with respect to which interest is calculated by reference to an index, index
basket and/or a formula (“Index Linked Interest Note”),
a Note with respect to which interest is calculated by reference to certain
parameters (“Range Accrual
Note”) or any combination of the foregoing, depending upon the interest
basis specified in the applicable Final Terms. The Note may be a Note with
respect to which principal is calculated by reference to an index or index
basket and/or a formula (“Index Linked Redemption
Note”), a Note redeemable in instalments (“Instalment Note”), a Note
with respect to which principal and/or interest is payable in one or more
Specified Currencies other than the Specified Currency in which it is
denominated (“Dual Currency
Note”), a Note which is issued on a partly paid basis (“Partly Paid Note”) or a
combination of any of the foregoing, depending upon the redemption or payment
basis shown in the applicable Final Terms (and where appropriate in the context,
“Index Linked Interest
Notes” and “Index
Linked Redemption
Notes” are referred to collectively as “Index Linked
Notes”).

     

    Bearer
Notes in definitive form are issued with Coupons attached, unless they are Zero
Coupon Notes in which case references to interest (other than interest due after
the Maturity Date), Coupons and Couponholders in these Terms and Conditions are
not applicable.  Wherever Dual Currency Notes or Index Linked Notes
are issued to bear interest on a fixed or floating rate basis or on a
non-interest bearing basis, the provisions in these Terms and Conditions
relating to Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes,
respectively, shall, where the context so permits, apply to such Dual Currency
Notes or Index Linked Notes.

     


    
      
         


      

      
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    Subject
as set out below, title to Bearer Notes, Receipts and Coupons will pass by
delivery. The holder of each Coupon or Receipt, whether or not such Coupon or
Receipt is attached to a Note, in his capacity as such, shall be subject to and
bound by all the provisions contained in the relevant Note. Subject as set out
below, the Issuer and any Paying Agent may deem and treat the bearer of any
Bearer Note, Receipt or Coupon as the absolute owner thereof (whether or not
overdue and notwithstanding any notice to the contrary, including any notice of
ownership or writing thereon or notice of any previous loss or theft thereof)
for all purposes but, in the case of any global Bearer Note, without prejudice
to the provisions set out in the next succeeding paragraph.

    For so
long as any of the Notes is represented by a global Note, each person who is for
the time being shown in the records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream
Banking, société anonyme (“Clearstream, Luxembourg”) as
the holder of a particular nominal amount of such Notes (other than a clearing
agency (including Clearstream, Luxembourg and Euroclear) that is itself an
account holder of Clearstream, Luxembourg or Euroclear (in which regard any
certificate or other document issued by Euroclear or Clearstream, Luxembourg as
to the nominal amount of Notes standing to the account of any person shall be
conclusive and binding for all purposes save in the case of manifest error or
proven error)) shall be treated by the Issuer, the Agent and any other Paying
Agent or (in the case of Registered Notes) the Registrar and the Canadian Paying
Agent as the holder of such nominal amount of such Notes for all purposes other
than with respect to the payment of principal (including premium (if any)) or
interest on the Notes, for which purpose the bearer of the relevant global
Bearer Note or registered holder of the registered global Note shall be treated
by the Issuer, the Agent and any other Paying Agent as the holder of such Notes
in accordance with and subject to the terms of the relevant global Note (and the
expressions “Noteholder” and “holder of Notes” and related
expressions shall be construed accordingly). Notes which are represented by a
global Note will be transferable only in accordance with the rules and
procedures for the time being of Euroclear or of Clearstream, Luxembourg, as the
case may be.

     

    Title to
Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement
in the relevant register which Toyota Credit Canada Inc. shall procure to be
kept by the Registrar. Subject as set out above, except as ordered by a court of
competent jurisdiction or as required by law, the registered holder of any
Registered Note shall be deemed to be and may be treated as the absolute owner
of such Registered Note for all purposes, whether or not such Registered
Note shall be overdue and notwithstanding any notice of ownership, theft or loss
thereof or any writing thereon made by anyone and no person shall be liable for
so treating such registered holder (and the expressions “Noteholder” and “holder of Notes” and related
expressions shall be construed accordingly).

     

    Provisions
relating to the transfer of Registered Notes are set out in the relevant
Registered Note and the Note Agency Agreement.

     

    Any
reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the
context so permits, except in relation to Notes in new global note (“NGN”) form, be deemed to
include a reference to any additional or alternative clearing system approved by
the Issuer, the Agent or (in the case of Registered Notes) the Registrar and the
Canadian Paying Agent and, in the case of Notes admitted to the Official List
and admitted to trading on the London Stock Exchange’s Regulated Market, the UK
Listing Authority.

     

    If the
Specified Currency of the Note is a currency of one of the Member States of the
European Union which has not adopted the euro, and if specified in the
applicable Final Terms, the Note shall permit redenomination and exchange (as
referred to in Condition 18 below or in such other manner as set forth in the
applicable Final Terms) at the option of the Issuer.

     

    2.         Status
of the Notes and the Credit Support Agreements

     

    The Notes
and any relevant Receipts and Coupons are direct, unconditional, unsubordinated
and (subject to the provisions of Condition 3) unsecured obligations of the
Issuer and rank pari passu
and rateably without any preference among themselves and (save for
certain obligations required to be preferred by law) equally with all other
unsecured obligations (other

     


    
      
         


      

      
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    than
subordinated obligations, if any) of the Issuer from time to time outstanding.
The Notes, the Receipts and the Coupons have the benefit of the Credit Support
Agreements.

     

    3.         Negative
Pledge

     

    The Notes
will be subject to this Condition 3 only if this Condition 3 is specified to be
applicable in the applicable Final Terms.  So long as any of the Notes
remains outstanding (as defined in the Agency Agreement) the Issuer will not
create or permit to be outstanding any mortgage, pledge, lien, security interest
or other charge (each a “Security Interest”) (other
than a Permitted Security Interest (as defined below)) for the benefit of the
holders of any Relevant Indebtedness (as defined below) on the whole or any part
of its property or assets, present or future, to secure any Relevant
Indebtedness issued or expressly guaranteed by the Issuer or in respect of which
the Issuer has given any indemnity without in any such case at the same time
according to the Notes the same security as is granted or is outstanding in
respect of such Relevant Indebtedness or such guarantee or indemnity or such
other security as shall be approved by the written consent of holders of a
majority in aggregate nominal amount of the Notes then outstanding affected
thereby, or by resolution adopted by the holders of a majority in aggregate
nominal amount of the Notes then outstanding present or represented at a meeting
of the holders of the Notes affected thereby at which a quorum is present, as
provided in the Agency Agreement; provided, however, that such covenant will not
apply to Security Interests securing outstanding Relevant Indebtedness which
does not in the aggregate at any one time exceed 20 per cent. of Consolidated
Net Tangible Assets (as defined below) of the Issuer and its consolidated
subsidiaries (if any). For the purposes of this
Condition 3:

     

    “Consolidated Net Tangible
Assets” means the aggregate amount of assets (less applicable reserves
and other properly deductible items) after deducting therefrom all goodwill,
trade names, trademarks, patents, unamortised debt discount and expense and
other like intangibles of the Issuer and its consolidated subsidiaries (or,
where the Issuer has no consolidated subsidiaries, of the Issuer), all as set
forth on the most recent balance sheet of the Issuer and its consolidated
subsidiaries (or, where the Issuer has no consolidated subsidiaries, the most
recent balance sheet of the Issuer) prepared in accordance with generally
accepted accounting principles as practised in the jurisdiction of the Issuer’s
incorporation;

     

    “Relevant
Indebtedness” shall mean any indebtedness in the form of or represented
by bonds, notes, debentures or other securities which have a final maturity of
more than a year from the date of their creation and which are admitted to
trading on one or more stock exchanges;

     

    “Permitted Security Interest”
shall mean:

     

    (i)           any
Security Interest arising by operation of law or any right of
set-off;

     

    
      	
              (ii)

            	
              any
      Security Interest granted by the Parent in favour of a TMC subsidiary (as
      defined below) (while such beneficiary remains a TMC subsidiary) or by one
      TMC subsidiary in favour of another TMC subsidiary (while such beneficiary
      remains a TMC subsidiary);

            


    

     

    
      	
              (iii)

            	
              any
      Security Interest created in connection with, or pursuant to, a
      limited-recourse financing, securitisation or other like arrangement where
      the payment obligations in respect of the indebtedness secured by the
      relevant Security Interest are to be discharged from the revenues
      generated by assets over which such Security Interest is created
      (including, without limitation, receivables);
  and

            


    

     

    “TMC subsidiary” means any of
the Parent’s subsidiaries consolidated in accordance with generally accepted
accounting principles in the United States.

     


    
      
         


      

      
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    4.    INTEREST

     

    
      	
              (a)

            	
              Interest on Fixed Rate Notes
      and Business Day Convention for Notes other than
      Floating Rate Notes and Index Linked
  Notes

            


    

     

    Each
Fixed Rate Note bears interest from (and including) the Interest Commencement
Date which is specified in the applicable Final Terms (or the Issue Date, if no
Interest Commencement Date is separately specified) to (but excluding) the
Maturity Date specified in the applicable Final Terms at the rate(s) per annum
equal to the Fixed Rate(s) of Interest so specified payable in arrear on the
Interest Payment Date(s) in each year and on  the Maturity Date so
specified if it does not fall on an Interest Payment Date.

     

    If the
Notes are in definitive form, except as provided in the applicable Final Terms,
or if the applicable Final Terms specify that a Fixed Coupon Amount or Broken
Amount(s) shall apply in the case of Notes represented by a global Note, the
amount of interest payable on each Interest Payment Date in respect of the Fixed
Interest Period ending on (but excluding) such date will amount to the Fixed
Coupon Amount as specified in the applicable Final Terms. Payments of
interest on any Interest Payment Date will, if so specified in the applicable
Final Terms, amount to the Broken Amount(s) so specified.

     

    As used
in these Terms and Conditions, “Fixed Interest Period” means
the period from (and including) an Interest Payment Date (or the Interest
Commencement Date or the Issue Date, as the case may be) to (but excluding) the
next (or first) Interest Payment Date or Maturity Date.

     

    Unless
specified otherwise in the applicable Final Terms, the “Following Business Day
Convention” will apply to the payment of all Fixed Rate Notes, meaning
that if the Interest Payment Date or Maturity Date would otherwise fall on a day
which is not a Business Day (as defined in Condition 4(b)(i) below), the
related payment of principal or interest will be made on the next succeeding
Business Day as if made on the date such payment was due. If the “Modified Following Business Day
Convention” is specified in the applicable Final Terms for any Fixed Rate
Note, it shall mean that if the Interest Payment Date or Maturity Date would
otherwise fall on a day which is not a Business Day (as defined in Condition
4(b)(i) below), the related payment of principal or interest will be made
on the next succeeding Business Day as if made on the date such payment was due
unless it would thereby fall into the next calendar month in which event the
full amount of payment shall be made on the immediately preceding Business Day
as if made on the day such payment was due. Unless specified otherwise in the
applicable Final Terms, the amount of interest due shall not be changed if
payment is made on a day other than an Interest Payment Date or the Maturity
Date as a result of the application of a Business Day Convention specified above
or other Business Day Convention specified in the applicable Final
Terms.

     

    Except in
the case of (i) Notes in definitive form where a Fixed Coupon Amount or a Broken
Amount is specified in the applicable Final Terms or (ii) Notes represented by a
global Note where the applicable Final Terms specify that a Fixed Coupon Amount
or Broken Amount(s) shall apply, interest shall be calculated in respect of any
period (including any period ending other than on an Interest Payment Date
(which for this purpose shall not include a period where a payment is made on a
day other than an Interest Payment Date or the Maturity Date as a result of the
application of a Business Day Convention as provided in the immediately
preceding paragraph, unless specified otherwise in the applicable Final Terms))
by applying the Fixed Rate of Interest to:

     

    
      	
              (A)

            	
              in
      the case of Fixed Rate Notes which are represented by a global Note, the
      aggregate outstanding nominal amount of the Fixed Rate Notes represented
      by such global Note (or, if they are Partly Paid Notes, the aggregate of
      the amount paid up); or

            


    

     

    
      	
              (B)

            	
              in
      the case of Fixed Rate Notes in definitive form, the Calculation
      Amount,

            


    

     

    and, in
each case, multiplying such sum by the applicable Fixed Day Count Fraction or
other Day Count Fraction specified in the applicable Final Terms, and rounding
the resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded

     


    
      
         


      

      
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    upwards
or otherwise in accordance with applicable market convention.  Where
the Specified Denomination of a Fixed Rate Note in definitive form is a multiple
of the Calculation Amount, the amount of interest payable in respect of such
Fixed Rate Note shall be the product of the amount (determined in the manner
provided above) for the Calculation Amount and the amount by which the
Calculation Amount is multiplied to reach the Specified Denomination, without
any further rounding.

     

    In these
Terms and Conditions, “Fixed
Day Count Fraction” means (unless specified otherwise in the applicable
Final Terms):

     

    
      	
               
      

            	
              (i)

            	
              if
      “Actual/Actual
      (ICMA)” is specified in the applicable Final
  Terms:

            


    

     

    
      	
               
      

            	
              (A)

            	
              in
      the case of Notes where the number of days in the relevant period from
      (and including) the most recent Interest Payment Date (or, if none, the
      Interest Commencement Date or Issue Date, as applicable) to (but
      excluding) the relevant payment date (the “Accrual Period”) is
      equal to or shorter than the Determination Period (as defined below)
      during which the Accrual Period ends, the number of days in such Accrual
      Period divided by the product of (1) the number of days in such
      Determination Period and (2) the number of Determination Dates (as
      specified in the applicable Final Terms) that would occur in one calendar
      year assuming interest was to be payable in respect of the whole of that
      year; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the case of Notes where the Accrual Period is longer than the
      Determination Period during which the Accrual Period ends, the sum
      of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      number of days in such Accrual Period falling in the Determination Period
      in which the Accrual Period begins divided by the product of (x) the
      number of days in such Determination Period and (y) the number of
      Determination Dates (as specified in the applicable Final Terms) that
      would occur in one calendar year assuming interest was to be payable in
      respect of the whole of that year;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      number of days in such Accrual Period falling in the next Determination
      Period divided by the product of (x) the number of days in such
      Determination Period and (y) the number of Determination Dates (as
      specified in the applicable Final Terms) that would occur in one calendar
      year assuming interest was to be payable in respect of the whole of that
      year; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      “Actual/Actual
      (ISDA)” is specified in the applicable Final Terms, the actual
      number of days in the relevant period from (and including) the most recent
      Interest Payment Date (or, if none, the Interest Commencement Date or
      Issue Date, as applicable) to (but excluding) the next scheduled Interest
      Payment Date divided by 365 (or, if any portion of that period falls in a
      leap year, the sum of (x) the actual number of days in that portion
      of the period falling in a leap year divided by 366; and (y) the
      actual number of days in that portion of the period falling in a non-leap
      year divided by 365); and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      “30/360” is
      specified in the applicable Final Terms, the number of days in the
      relevant period from (and including) the most recent Interest Payment Date
      (or, if none, the Interest Commencement Date or Issue Date, as applicable)
      to (but excluding) the next scheduled Interest Payment Date (such number
      of days being calculated on the basis of a year of 360 days with 12 30-day
      months) divided by 360 and, in the case of an incomplete month, the number
      of days elapsed; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              if
      “Actual/360” is
      specified in the applicable Final Terms, the actual number of days in the
      relevant period from (and including) the most recent Interest Payment Date
      (or, if none, the Interest Commencement Date or Issue Date, as applicable)
      to (but excluding) the next scheduled Interest Payment Date divided by
      360.

            


    

     


    
      
         


      

      
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48

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              In
      these Terms and Conditions:

            


    

     

    “Determination Period” means
the period from (and including) a Determination Date (as specified in the
applicable Final Terms) to (but excluding) the next Determination Date
(including, where either the Interest Commencement Date or the final Interest
Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling
after, such date); and

     

    “sub-unit” means, with respect to
any currency other than euro, the lowest amount of such currency that is
available as legal tender in the country of such currency and, with respect to
euro, means one cent.

     

    
      	
              (b)

            	
              Interest on Floating Rate
      Notes and Index Linked Interest
      Notes

            


    

     

    
      	
               
      

            	
              (i)

            	
              Interest Payment
      Dates

            


    

     

    Each
Floating Rate Note and Index Linked Interest Note bears interest from (and
including) the Interest Commencement Date specified in the applicable Final
Terms (or the Issue Date, if no Interest Commencement Date is separately
specified) and, unless specified otherwise in the applicable Final Terms, at the
rate equal to the Rate of Interest payable in arrear on the Maturity Date and on
either: (1) the Specified Interest Payment Date(s) (each, together with the
Maturity Date, an “Interest
Payment Date”) in each year specified in the applicable Final Terms; or
(2) if no Specified Interest Payment Date(s) is/are specified in the applicable
Final Terms, each date (each such date, together with the Maturity Date, an
“Interest Payment
Date”) which falls the number of months or other period specified as the
Specified Period in the applicable Final Terms after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the
Interest Commencement Date or Issue Date, as applicable. Such interest will be
payable in respect of each Interest Period.  As used in these Terms
and Conditions, “Interest
Period” means the period from (and including) an Interest Payment Date
(or the Interest Commencement Date or Issue Date, as applicable) to (but
excluding) the next (or first) Interest Payment Date).

     

    If a
Business Day Convention is specified in the applicable Final Terms and (x) if
there is no numerically corresponding day in the calendar month in which an
Interest Payment Date should occur or (y) if any Interest Payment Date would
otherwise fall on a day which is not a Business Day (as defined below), then, if
the Business Day Convention specified is:

     

    
      	
               
      

            	
              (A)

            	
              in
      any case where Specified Periods are specified in accordance with
      Condition 4(b)(i)(2) above, the Floating Rate Convention, such Interest
      Payment Date (i) in the case of (x) above, shall be the last day that is a
      Business Day in the relevant month and the provisions of (2) below in this
      sub-paragraph (A) shall apply mutatis mutandis or
      (ii) in the case of (y) above, shall be postponed to the next day which is
      a Business Day unless it would thereby fall into the next calendar month,
      in which event (1) such Interest Payment Date shall be brought forward to
      the immediately preceding Business Day and (2) each subsequent Interest
      Payment Date shall be the last Business Day in the month which falls in
      the Specified Period after the preceding applicable Interest Payment Date
      occurred; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Following Business Day Convention, such Interest Payment Date shall be
      postponed to the next day which is a Business Day;
  or

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      Modified Following Business Day Convention, such Interest Payment Date
      shall be postponed to the next day which is a Business Day unless it would
      thereby fall into the next calendar month, in which event such Interest
      Payment Date shall be brought forward to the immediately preceding
      Business Day; or

            


    

     

    
      	
               
      

            	
              (D)

            	
              the
      Preceding Business Day Convention, such Interest Payment Date shall be
      brought forward to the immediately preceding Business
  Day.

            


    

     


    
      
         


      

      
        Page
49

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              In
      these Terms and Conditions, “Business Day” means
      (unless otherwise stated in the applicable Final Terms) a day which is
      both:

            


    

     

    
      	
               
      

            	
              (1)

            	
              a
      day on which commercial banks and foreign exchange markets settle payments
      and are open for general business (including dealing in foreign exchange
      and foreign currency deposits) in London and any other Applicable Business
      Centre specified in the applicable Final Terms;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              either
      (1) in relation to any sum payable in a Specified Currency other than
      euro, a day on which commercial banks and foreign exchange markets settle
      payments and are open for general business (including dealings in foreign
      exchange and foreign currency deposits) in the principal financial centre
      of the country of the relevant Specified Currency (if other than London
      and any other Applicable Business Centre specified in the applicable Final
      Terms), or (2) in relation to any sum payable in euro, a day on which the
      TARGET2 System is open. Unless otherwise provided in the applicable Final
      Terms, the principal financial centre of any country for the purpose of
      these Terms and Conditions shall be as provided in the 2006 ISDA
      Definitions (as published by the International Swaps and Derivatives
      Association, Inc.) as supplemented,  amended  and
      updated as of the first Issue Date of the Notes of the relevant Series
      (the “ISDA
      Definitions”) (except if the Specified Currency is Australian
      dollars or New Zealand dollars the principal financial centre shall be
      Sydney or Auckland, respectively). In these Terms and Conditions, “TARGET2 System” means
      the Trans-European Automated Real-Time Gross Settlement Express Transfer
      (TARGET2) System or any successor
thereto.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Rate of
      Interest

            


    

     

    The Rate
of Interest payable from time to time in respect of the Floating Rate Notes and
Index Linked Interest Notes will be determined in the manner specified in the
applicable Final Terms.

     

    
      	
               
      

            	
              (iii)

            	
              ISDA
      Determination

            


    

     

    (A)           Unless
specified otherwise in the applicable Final Terms, where ISDA Determination is
specified in the applicable Final Terms as the manner in which the Rate of
Interest is to be determined, the Rate of Interest for each Interest Period will
be the relevant ISDA Rate plus or minus (as indicated in the applicable Final
Terms) the Margin (if any) as determined by the Agent (or such other Calculation
Agent specified in the applicable Final Terms). For the purposes of this
sub-paragraph (iii) unless specified otherwise in the applicable Final Terms,
“ISDA Rate plus or
minus (as indicated in
the applicable Final Terms) the Margin (if any)” for an Interest Period
means a rate equal to the Floating Rate that would be determined under an
interest rate swap transaction under the terms of an agreement (regardless of
any event of default or termination event thereunder) incorporating the ISDA
Definitions with the holder of the relevant Note and under which:

     

    
      	
               
      

            	
              (1)

            	
              the
      manner in which the Rate of Interest is to be determined is the “Floating Rate Option”
      as specified in the applicable Final
Terms;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Issuer is the “Floating
      Rate Payer”;

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      Agent or other person specified in the applicable Final Terms is the
      “Calculation
      Agent”;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Interest Commencement Date is the “Effective
      Date”;

            


    

     

    
      	
               
      

            	
              (5)

            	
              the
      Aggregate Nominal Amount of Notes is the “Notional
      Amount”;

            


    

     

    
      	
               
      

            	
              (6)

            	
              the
      relevant Interest Period is the “Designated Maturity” as
      specified in the applicable Final
Terms;

            


    

     


    
      
         


      

      
        Page
50

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (7)

            	
              the
      Interest Payment Dates are the “Floating Rate Payer Payment
      Dates”;

            


    

     

    
      	
               
      

            	
              (8)

            	
              the
      Margin is the “Spread”;

            


    

     

    
      	
               
      

            	
              (9)

            	
              the
      relevant Reset Date is either (i) if the applicable Floating Rate Option
      is based on the London inter-bank offered rate (“LIBOR”) or on the
      Euro-zone inter-bank offered rate (“EURIBOR”) for a
      currency, the first day of that Interest Period or (ii) in any other case,
      as specified in the applicable Final Terms;
and

            


    

     

    
      	
               
      

            	
              (10)

            	
              all
      other terms are as specified in the applicable Final
  Terms.

            


    

     

    (B)           When
Condition 4(b)(iii)(A) applies, unless specified otherwise in the applicable
Final Terms with respect to each relevant Interest Payment Date:

     

    
      	
               
      

            	
              (1)

            	
              the
      amount of interest determined for such Interest Payment Date shall be the
      Interest Amount for the relevant Interest Period for the purposes of these
      Terms and Conditions as though calculated under Condition
      4(b)(vi) below; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              (i) “Floating Rate”, “Floating Rate Option”,
      “Floating Rate
      Payer”, “Effective Date”, “Notional Amount”,
      “Floating Rate Payer
      Payment Dates”, “Spread”, “Calculation Agent”,
      “Designated
      Maturity” and “Reset Date” have the
      meanings given to those terms in the ISDA Definitions; and (ii) “Euro-zone” means the
      region comprised of Member States of the European Union that adopt the
      single currency in accordance with the Treaty establishing the European
      Community, as amended (the “Treaty”).

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Screen Rate Determination

            


    

     

    Unless
specified otherwise in the applicable Final Terms, where Screen Rate
Determination is specified in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined, the Rate of Interest for each Interest
Period will, subject as provided below, be either:

     

       
   (x)       the offered quotation;
or

     

    
      	
               
      

            	
              (y)

            	
              the
      arithmetic mean (rounded, if necessary, to the fifth decimal place with
      0.000005 being rounded upwards) of the offered
  quotations,

            


    

     

    (expressed
as a percentage rate per annum), for the Reference Rate (as specified in the
applicable Final Terms) for deposits in the Specified Currency for that Interest
Period which appears or appear, as the case may be, on the Relevant Screen Page
(as specified in the applicable Final Terms) as at 11:00 a.m. (London time,
in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest
Determination Date (as defined below) in question plus or minus (as specified in
the applicable Final Terms) the Margin (if any), all as determined by the Agent
(or such other Calculation Agent specified in the applicable Final Terms).
Unless specified otherwise in the applicable Final Terms, if five or more of
such offered quotations are available on the Relevant Screen Page, the highest
(or, if there is more than one such highest quotation, one only of such
quotations) and the lowest (or, if there is more than one such lowest quotation,
one only of such quotations) shall be disregarded by the Agent (or such other
Calculation Agent specified in the applicable Final Terms) for the purpose of
determining the arithmetic mean (rounded as provided above) of such offered
quotations. In addition:

     

    (A)           unless
specified otherwise in the applicable Final Terms if, in the case of
(x) above, no such rate appears or, in the case of (y) above, fewer
than two of such offered rates appear at such time or if the offered rate or
rates which appears or appear, as the case may be, as at such time do not apply
to a period of a duration equal to the relevant Interest Period, the Rate of
Interest for such Interest Period shall, subject as provided below and except as
otherwise indicated in the applicable Final Terms, be the arithmetic mean
(rounded, if necessary, to the fifth decimal place with 0.000005 being rounded
upwards) of the offered quotations (expressed as a percentage rate per annum),
of which the Agent (or such other Calculation Agent specified in the applicable
Final Terms) is advised by all Reference Banks (as defined below) as at
11:00 a.m. (London time) on the Interest Determination

     


    
      
         


      

      
        Page
51

        
          

        

      

      
         


      

    


    Date plus
or minus (as specified in the applicable Final Terms) the Margin (if any), all
as determined by the Agent (or such other Calculation Agent specified in the
applicable Final Terms);

     

    (B)           except
as otherwise indicated in the applicable Final Terms, if on any Interest
Determination Date to which Condition 4(b)(iv)(A) applies two or three only of
the Reference Banks advise the Agent (or such other Calculation Agent specified
in the applicable Final Terms) of such offered quotations, the Rate of Interest
for the next Interest Period shall, subject as provided below, be determined as
in Condition 4(b)(iv)(A) on the basis of the rates of those Reference Banks
advising such offered quotations;

     

    (C)           except
as otherwise indicated in the applicable Final Terms, if on any Interest
Determination Date to which Condition 4(b)(iv)(A) applies one only or none of
the Reference Banks advises the Agent (or such other Calculation Agent specified
in the applicable Final Terms) of such rates, the Rate of Interest for the next
Interest Period shall, subject as provided below and except as otherwise
indicated in the applicable Final Terms, be whichever is the higher
of:

     

    
      	
               
      

            	
              (1)

            	
              the
      Rate of Interest in effect for the last preceding Interest Period to which
      Condition 4(b)(iv)(A) shall have applied (plus or minus (as specified
      in the applicable Final Terms), where a different Margin is to be applied
      to the next Interest Period than that which applied to the last preceding
      Interest Period, the Margin relating to the next Interest Period in place
      of the Margin relating to the last preceding Interest Period);
      or

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      reserve interest rate (the “Reserve Interest Rate”)
      which shall be the rate per annum which the Agent (or such other
      Calculation Agent specified in the applicable Final Terms) determines to
      be either (x) the arithmetic mean (rounded, if necessary, to the
      fifth decimal place with 0.000005 being rounded upwards) of the lending
      rates for the Specified Currency which banks selected by the Agent (or
      such other Calculation Agent specified in the applicable Final Terms) in
      the principal financial centre of the country of the Specified Currency
      (which, if Australian dollars, shall be Sydney, if New Zealand dollars,
      shall be Auckland and if euro, shall be London, unless specified otherwise
      in the applicable Final Terms) are quoting on the relevant Interest
      Determination Date for the next Interest Period to the Reference Banks or
      those of them (being at least two in number) to which such quotations are,
      in the opinion of the Agent (or such other Calculation Agent specified in
      the applicable Final Terms), being so made plus or minus (as specified in
      the applicable Final Terms) the Margin (if any), or (y) in the event
      that the Agent (or such other Calculation Agent specified in the
      applicable Final Terms) can determine no such arithmetic mean, the lowest
      lending rate for the Specified Currency which banks selected by the Agent
      (or such other Calculation Agent specified in the applicable Final Terms)
      in the principal financial centre of the country of the Specified Currency
      (which, if Australian dollars, shall be Sydney, if New Zealand dollars,
      shall be Auckland and if euro, shall be London, unless specified otherwise
      in the applicable Final Terms) are quoting on such Interest Determination
      Date to leading European banks for the next Interest Period plus or minus
      (as specified in the applicable Final Terms) the Margin (if any), provided
      that if the banks selected as aforesaid by the Agent (or such other
      Calculation Agent specified in the applicable Final Terms) are not quoting
      as mentioned above, the Rate of Interest shall be the Rate of Interest
      specified in (1) above;

            


    

     

    (D)           the
expression “Relevant Screen
Page” means such page, whatever its designation, on which the Reference
Rate that is for the time being displayed on the Reuters Monitor Money Rates
Service or Dow Jones Markets Limited or other such service, as specified in the
applicable Final Terms;

     

    (E)           unless
otherwise specified in the applicable Final Terms, the Reference Banks will be
the principal London offices of The Bank of New York Mellon, National
Westminster Bank PLC, UBS Limited and The Bank of Tokyo-Mitsubishi UFJ Limited.
The Issuer shall procure that, so long as

     


    
      
         


      

      
        Page
52

        
          

        

      

      
         


      

    


    any
Floating Rate Note or Index Linked Interest Note to which Condition 4(b)(iv)(A)
is applicable remains outstanding, in the case of any bank being unable or
unwilling to continue to act as a Reference Bank, the Issuer shall specify the
London office of some other leading bank engaged in the eurodollar market to act
as such in its place;

     

    (F)           the
expression “Interest
Determination Date” means, unless otherwise specified in the applicable
Final Terms, (x) other than in the case of Condition 4(b)(iv)(A), with
respect to Notes denominated in any Specified Currency other than Sterling or
euro, the second Banking Day in London prior to the commencement of the relevant
Interest Period and, in the case of Condition 4(b)(iv)(A), the second
Banking Day in the principal financial centre of the country of the Specified
Currency (which, if Australian dollars, shall be Sydney, if New Zealand dollars,
shall be Auckland and if euro, shall be London) prior to the commencement of the
relevant Interest Period; (y) with respect to Notes denominated in
Sterling, the first Banking Day in London of the relevant Interest Period; and
(z) with respect to Notes denominated in euro, the second day on which the
TARGET2 system is open prior to the commencement of the relevant Interest
Period.

     

    (G)           the
expression “Banking
Day” means, in respect of any place, any day on which commercial banks
are open for general business (including dealings in foreign exchange and
foreign currency deposits) in that place or, as the case may be, as indicated in
the applicable Final Terms; and

     

    (H)           if
the Reference Rate from time to time in respect of Floating Rate Notes or Index
Linked Interest Notes is specified in the applicable Final Terms as being other
than LIBOR or EURIBOR, any additional provisions relevant in determining the
Rate of Interest in respect of such Notes will be set forth in the applicable
Final Terms.

     

    
      	
               
      

            	
              (v)

            	
              Minimum and/or Maximum Rate of
      Interest

            


    

     

    If the
applicable Final Terms specifies a Minimum Rate of Interest/Interest Amount for
any Interest Period, then in no event shall the Rate of Interest/Interest Amount
for such Interest Period be less than such Minimum Rate of Interest/Interest
Amount. If the applicable Final Terms specifies a Maximum Rate of
Interest/Interest Amount for any Interest Period, then in no event shall the
Rate of Interest/Interest Amount for such Interest Period be greater than such
Maximum Rate of Interest/Interest Amount.

     

    
      	
               
      

            	
              (vi)

            	
              Determination of Rate of
      Interest and Calculation of Interest
  Amounts

            


    

     

    The Agent
(or, if the Agent is not the Calculation Agent, the Calculation Agent specified
in the applicable Final Terms) will, on or as soon as practicable after each
time at which the Rate of Interest is to be determined, determine the Rate of
Interest (subject to any Minimum or Maximum Rate of Interest/Interest Amount
specified in the applicable Final Terms) and calculate the amount of interest
(the “Interest Amount”)
payable on the Floating Rate Notes or Index Linked Interest Notes, in each case,
for the relevant Interest Period, by applying the Rate of Interest
to:

     

    
      	
               
      

            	
              (A)

            	
              subject
      to paragraph (C) below, in the case of Floating Rate Notes or Index Linked
      Interest Notes which are represented by a global Note, the aggregate
      outstanding nominal amount of the Notes represented by such global Note
      (or, if they are Partly Paid Notes, the aggregate amount paid
      up);

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the case of Floating Rate Notes or Index Linked Interest Notes in
      definitive form, the Calculation Amount;
or

            


    

     

    
      	
               
      

            	
              (C)

            	
              in
      the case of Floating Rate Notes or Index Linked Interest Notes which are
      represented by a global Note and the applicable Final Terms indicates that
      the Rate of Interest  shall be applied to the Calculation
      Amount, the Calculation Amount,

            


    

     

    and, in
each case, multiplying such sum by the applicable Day Count Fraction, as
specified in the applicable Final Terms, and rounding the resultant figure to
the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market
convention or as specified in the applicable Final Terms.  Where
the

     


    
      
         


      

      
        Page
53

        
          

        

      

      
         


      

    


    Specified
Denomination of a Floating Rate Note or an Index Linked Interest Note in the
case of paragraph (B) or (C) above is a multiple of the Calculation Amount, the
Interest Amount payable in respect of such Floating Rate Note or Index Linked
Interest Note shall be the product of the amount (determined in the manner
provided above) for the Calculation Amount and the amount by which the
Calculation Amount is multiplied to reach the Specified Denomination, without
further rounding.

     

    “Day Count Fraction” means, unless
specified otherwise in the applicable Final Terms, in respect of the calculation
of an amount of interest for any Interest Period:

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

            	
              if
      “Actual/365
      (Fixed)” is specified in the applicable Final Terms, the actual
      number of days in the Interest Period divided by
  365;

            


    

     

    
      	
               
      

            	
              (C)

            	
              if
      “Actual/360” is
      specified in the applicable Final Terms, the actual number of days in the
      Interest Period divided by 360;

            


    

     

    
      	
               
      

            	
              (D)

            	
              if
      “30/360”, “360/360” or “Bond
      Basis” is specified in the applicable Final Terms, the number of days in
      the Interest Period divided by 360, calculated on a formula basis as
      follows:

            


    

     

    
      	
               
      

            	
              Day
      Count Fraction =  [360 x (Y2
      - Y1)]
      + [30 x (M2 - M)1]
      + (D2 - D1)
      

                                     360 

              

            


    

     

    
      	
               
      

            	
              where:

            


    

     

    
      	
               
      

            	
              “Y1”
      is the year, expressed as a number, in which the first day of the Interest
      Period falls;

            


    

     

    
      	
               
      

            	
              “Y2”
      is the year, expressed as a number, in which the day immediately following
      the last day of the Interest Period
falls;

            


    

     

    
      	
               
      

            	
              “M1”
      is the calendar month, expressed as a number, in which the first day of
      the Interest Period falls;

            


    

     

    
      	
               
      

            	
              “M2”
      is the calendar month, expressed as a number, in which the day immediately
      following the last day of the Interest Period
  falls;

            


    

     

    
      	
               
      

            	
              “D1”
      is the first calendar day, expressed as a number, of the Interest Period,
      unless such number is 31, in which case D1 will
      be 30; and

            


    

     

    
      	
               
      

            	
              “D2”
      is the calendar day, expressed as a number, immediately following the last
      day included in the Interest Period, unless such number would be 31 and
      D1 is
      greater than 29, in which case D2 will
      be 30;

            


    

     

    
      	
               
      

            	
              (E)

            	
              if
      “30E/360” or
      “Eurobond Basis”
      is specified in the applicable Final Terms, the number of days in the
      Interest Period divided by 360, calculated on a formula basis as
      follows:

            


    

     

    
      	
               
      

            	
              Day
      Count Fraction =  [360 x (Y2
      - Y1)]
      + [30 x (M2 - M)1]
      + (D2 - D1)
      

                                     360 

              

            


    

     

    
      	
               
      

            	
              where:

            


    

     

    
      	
               
      

            	
              “Y1”
      is the year, expressed as a number, in which the first day of the Interest
      Period falls;

            


    

     


    
      
         


      

      
        Page
54

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              “Y2”
      is the year, expressed as a number, in which the day immediately following
      the last day of the Interest Period
falls;

            


    

     

    
      	
               
      

            	
              “M1”
      is the calendar month, expressed as a number, in which the first day of
      the Interest Period falls;

            


    

     

    
      	
               
      

            	
              “M2”
      is the calendar month, expressed as a number, in which the day immediately
      following the last day of the Interest Period
  falls;

            


    

     

    
      	
               
      

            	
              “D1”
      is the first calendar day, expressed as a number, of the Interest Period,
      unless such number would be 31, in which case D1 will
      be 30; and

            


    

     

    
      	
               
      

            	
              “D2”
      is the calendar day, expressed as a number, immediately following the last
      day included in the Interest Period, unless such number would be 31, in
      which case D2 will
      be 30;

            


    

     

    
      	
               
      

            	
              (F)

            	
              if
      “30E/360 (ISDA)”
      is specified in the applicable Final Terms, the number of days in the
      Interest Period divided by 360, calculated on a formula basis as
      follows:

            


    

     

    
      	
               
      

            	
              Day
      Count Fraction =   [360
      x (Y2
      - Y1)]
      + [30 x (M2 - M)1]
      + (D2 - D1)

                                   360 

            


    

     

    
      	
               
      

            	
              where:

            


    

     

    
      	
               
      

            	
              “Y1”
      is the year, expressed as a number, in which the first day of the Interest
      Period falls;

            


    

     

    
      	
               
      

            	
              “Y2”
      is the year, expressed as a number, in which the day immediately following
      the last day of the Interest Period
falls;

            


    

     

    
      	
               
      

            	
              “M1”
      is the calendar month, expressed as a number, in which the first day of
      the Interest Period falls;

            


    

     

    
      	
               
      

            	
              “M2”
      is the calendar month, expressed as a number, in which the day immediately
      following the last day of the Interest Period
  falls;

            


    

     

    
      	
               
      

            	
              “D1”
      is the first calendar day, expressed as a number, of the Interest Period,
      unless (i) that day is the last day of February or (ii) such number would
      be 31, in which case D1 will
      be 30; and

            


    

     

    
      	
               
      

            	
              “D2”
      is the calendar day, expressed as a number, immediately following the last
      day included in the Interest Period, unless (i) that day is the last day
      of February but not the Maturity Date or (ii) such number would be 31, in
      which case D2 will
      be 30; and

            


    

     

    
      	
               
      

            	
              (G)

            	
              if
      “Actual/365
      (Sterling)” is specified in the applicable Final Terms, the number
      of days in the Interest Period divided by 365 or, in the case of an
      Interest Payment Date falling in a leap year,
  366.

            


    

     

    
      	
               
      

            	
              (vii)

            	
              Notification of Rate of
      Interest and Interest Amount

            


    

     

    The Agent
will cause the Rate of Interest and each Interest Amount for each Interest
Period and the relevant Interest Payment Date to be notified to the Issuer, the
Registrar and the Canadian Paying Agent (in the case of Registered Notes) and
any stock exchange or other relevant authority on which the relevant Floating
Rate Notes or Index Linked Interest Notes are for the time being admitted to
trading and listed and will cause notice of the same to be published or given in
accordance with Condition 16 as soon as possible after their determination but
in no event later than the fourth London Business Day after their determination.
Each Interest Amount and Interest Payment Date so notified may subsequently be
amended (or appropriate alternative arrangements made by way of adjustment)
without publication as aforesaid or prior notice in the event of an
extension or shortening of the Interest Period in accordance with the provisions
hereof. Any such amendment will be promptly notified to each stock exchange or
other relevant authority on which the relevant Floating Rate Notes or Index
Linked Interest Notes are for the time being admitted to trading and listed. For
the purposes of this paragraph, the expression “London Business
Day”

     


    
      
         


      

      
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55

        
          

        

      

      
         


      

    


    means a
day (other than a Saturday or Sunday) on which banks and foreign exchange
markets are open for general business in London.

     

    
      	
               
      

            	
              (viii)

            	
              Certificates to be
      Final

            


    

     

    All
certificates, communications, opinions, determinations, calculations, quotations
and decisions given, expressed, made or obtained for the purposes of the
provisions of this paragraph (b), whether by the Agent or other Calculation
Agent, shall (in the absence of wilful default, bad faith, manifest error or
proven error) be binding on the Issuer, the Agent, the Calculation Agent, any
other Paying Agent and all Noteholders, Receiptholders and Couponholders and (in
the case of Registered Notes) the Registrar and Canadian Paying Agent and (in
the absence of wilful default or bad faith) no liability to the Issuer, the
Noteholders, the Receiptholders or the Couponholders shall attach to the Agent
or the Calculation Agent in connection with the exercise or non-exercise by
either of them of their powers, duties and discretions pursuant to such
provisions.

     

    
      	
               
      

            	
              (ix)

            	
              Indexed Linked Interest
      Notes

            


    

     

    In the
case of Index Linked Notes where the rate of interest is to be determined by
reference to the Index and or the Formula, the rate of interest shall be
determined in accordance with the Index and/or the Formula and in the manner
specified in the applicable Final Terms. The date on which the interest rate is
to be determined (the “Interest Determination Date”)
shall be as set forth in the applicable Final Terms.

     

    
      	
              (c)

            	
              Index Linked Notes and Dual
      Currency Notes

            


    

     

    In the
case of Index Linked Notes or Dual Currency Notes, if the Rate of Interest or
Interest Amount cannot be determined by reference to an index and/or a formula
or, as the case may be, an exchange rate, such Rate of Interest or Interest
Amount payable shall be determined in the manner specified in the applicable
Final Terms. The date on which the valuation of the Index is to be determined or
the date on which any Formula or other variable or Rate of Exchange is to be
determined under any Index Linked Notes or Dual Currency Notes (the “Determination Date”) shall be
as set forth in the applicable Final Terms. If the applicable Final Terms
specify a Minimum Final Redemption Amount then in no event shall the Final
Redemption Amount be less than such Minimum Final Redemption Amount. If the
applicable Final Terms specify a Maximum Final Redemption Amount then in no
event shall the Final Redemption Amount exceed such Maximum Final Redemption
Amount.

     

    
      	
              (d)

            	
              Zero Coupon
      Notes

            


    

     

    When a
Zero Coupon Note becomes due and repayable prior to the Maturity Date and is not
paid when due, the amount due and repayable shall be the Amortised Face Amount
of such Note as determined in accordance with Condition 6(f)(iii). As from the
Maturity Date, any overdue principal of such Note shall bear interest at a rate
per annum equal to the Accrual Yield set forth in the applicable Final
Terms.

     

    
      	
              (e)

            	
              Partly Paid
    Notes

            


    

     

    The
Issuer may issue Notes where the issue price is payable in more than one
instalment and which therefore remain partly paid (“Partly Paid Notes”). In the
case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon
Notes), interest will accrue as aforesaid on the paid up nominal amount of such
Notes and otherwise as specified in the applicable Final Terms.

     

    
      	
              (f)

            	
              Accrual of
      Interest

            


    

     

    Each Note
(or in the case of the redemption of part only of a Note, that part only of such
Note to be redeemed) will cease to bear interest (if any) from the date of its
redemption unless, upon due presentation thereof, payment of principal is
improperly withheld or refused. In such

     


    
      
         


      

      
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56

        
          

        

      

      
         


      

    


    event,
interest will continue to accrue at the rate of interest then applicable or at
such other rate as may be specified in the applicable Final Terms until
whichever is the earlier of (i) the day on which all sums due in respect of
such Note up to that day are received by or on behalf of the holder of such
Note; and (ii) the day on which the Agent or (in the case of Registered
Notes) the Registrar or the Canadian Paying Agent has notified the holder
thereof (either in accordance with Condition 16 or individually) of receipt of
all sums due in respect thereof up to that date.

     

    
      	
              5.

            	
              Payments

            


    

     

    
      	
              (a)

            	
              Method of
      Payment

            


    

     

    Subject
as provided below:

     

    
      	
               
      

            	
              (i)

            	
              payments
      in a Specified Currency other than euro will be made by credit or transfer
      to an account in the relevant Specified Currency (which, in the case
      of a payment in Japanese Yen to a non-resident of Japan, shall be a
      non-resident account)  maintained by the payee with, or at the
      option of the payee by a cheque in such Specified Currency drawn on, a
      bank in the principal financial centre of the country of such Specified
      Currency (which, if the Specified Currency is Australian dollars or New
      Zealand dollars shall be Sydney or Auckland, respectively), unless
      specified otherwise in the applicable Final Terms;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              payments
      in euro will be made by credit or transfer to a euro account (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.

            


    

     

    Notwithstanding
the above provisions of this Condition 5(a), a cheque may not be delivered to an
address in, and an amount may not be transferred to an account at a bank located
in, the United States of America or its possessions by any office or agency of
the Issuer, the Agent or any Paying Agent or (in the case of Registered Notes)
the Registrar or Canadian Paying Agent except as provided in Condition 5(d).
Payments will be subject in all cases to any fiscal or other laws and
regulations applicable thereto in the place of payment, but (unless otherwise
specified in the applicable Final Terms) without prejudice to the provisions of
Condition 7.

     

    
      	
              (b)

            	
              Presentation of Notes,
      Receipts and Coupons – Bearer
      Notes

            


    

     

    This
Condition 5(b) applies to Bearer Notes.

     

    Payments
of principal in respect of definitive Notes will (subject as provided below) be
made in the Specified Currency in the manner provided in paragraph (a) above
against presentation and surrender (or, in the case of part payment of a sum due
only, endorsement) of definitive Notes and payments of interest in respect of
the definitive Notes will (subject as provided below) be made in the Specified
Currency in the manner provided in paragraph (a) above against presentation and
surrender (or, in the case of part payment of a sum due only, endorsement) of
Coupons, in each case at the specified office of any Paying Agent outside the
United States which expression, used herein, 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).

     

    In the
case of definitive Notes, payments of instalments of principal (if any), other
than the final instalment, will (subject as provided below) be made in the
manner provided in paragraph (a) against presentation and surrender (or, in the
case of part payment of a sum due only, endorsement) of the relevant Receipt.
Each Receipt must be presented for payment of the relevant instalment together
with the definitive Note to which it appertains. If any definitive Note is
redeemed or becomes repayable prior to the stated Maturity Date, principal will
be payable in the manner provided in paragraph (a) on presentation and surrender
of such definitive Note together with all unmatured Receipts appertaining
thereto. Receipts presented without the definitive Note to which they appertain
and unmatured Receipts do not constitute valid obligations of the Issuer. Upon
the date on which any definitive Note becomes due and repayable, unmatured
Receipts (if

     


    
      
         


      

      
        Page
57

        
          

        

      

      
         


      

    


    any)
relating thereto (whether or not attached) shall become void and no payment
shall be made in respect thereof.

     

    Upon the
date on which any Fixed Rate Notes in definitive form (other than Dual Currency
Interest Notes or Index Linked Interest Notes) become due and repayable, such
Notes should be presented for payment together with all unmatured Coupons
appertaining thereto (which expression shall for this purpose include Coupons
falling to be issued on exchange of matured Talons), failing which the amount of
any missing unmatured Coupon (or, in the case of payment not being made in full,
the same proportion of the aggregate amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from the sum due for
payment. Unless otherwise specified in the applicable Final Terms, each amount
of principal so deducted will be paid in the manner mentioned above against
surrender of the relative missing Coupon at any time before the expiry of five
years after the Relevant Date (as defined in Condition 8) in respect of such
principal (whether or not such Coupon would otherwise have become void under
Condition 8) or, if later, five years from the date on which such Coupon would
otherwise have become due. Upon any Fixed Rate Note becoming due and repayable
prior to its Maturity Date, all unmatured Talons (if any) appertaining
thereto will become void and no further Coupons will be issued in respect
thereof.

     

    Upon the
date on which any Floating Rate Note, Dual Currency Interest Note or Index
Linked Interest Note in definitive form becomes due and repayable, unmatured
Coupons and Talons (if any) relating thereto (whether or not attached) shall
become void and no payment or, as the case may be, exchange for further Coupons
shall be made in respect thereof.

     

    If the
due date for redemption of any definitive Note is not an Interest Payment Date,
interest (if any) accrued in respect of such Note from (and including) the
preceding Interest Payment Date or, as the case may be, the Interest
Commencement Date or Issue Date (as applicable) shall be payable only against
surrender of the relevant definitive Note.

     

    Payments
of principal and interest (if any) in respect of Notes represented by any global
Note will (subject as provided below) be made in the manner specified above in
relation to definitive Notes and otherwise in the manner specified in the
relevant global Note (against presentation or surrender, as the case may be, of
such global Note if the global Note is not issued in NGN form) at the specified
office of any Paying Agent located outside the United States except as provided
below. A record of each payment made against presentation or surrender of such
global Note, distinguishing between any payment of principal and any payment of
interest, will be made on such global Note by the Agent and such record shall be
prima facie evidence
that the payment in question has been made.

     

    (c)           Presentation and Surrender of Notes
– Registered
Notes

     

    Provisions
in relation to payments of principal and interest in respect of Registered Notes
will be set out in the relevant registered global Note or definitive Registered
Note and as otherwise set out in these Terms and Conditions.

     

    (d)           Global Notes

     

    The
holder of a global Note shall be the only person entitled to receive payments in
respect of Notes represented by such global Note and the Issuer will be
discharged by payment to, or to the order of, the holder of such global Note in
respect of each amount so paid. Each of the persons shown in the records of
Euroclear or Clearstream, Luxembourg as the holder of a particular nominal
amount of Notes represented by such global Note must look solely to Euroclear or
Clearstream, Luxembourg, as the case may be, for the holder’s share of each
payment so made by the Issuer to, or to the order of, the holder of such global
Note. No person other than the holder of such global Note shall have any claim
against the Issuer in respect of any payments due on the global
Note.

     

    Interest
on the Notes is payable only outside the United States and its possessions,
within the meaning of United States Treasury regulation section
1.163-5(c)(1)(ii)(A).  No interest on the

     


    
      
         


      

      
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58

        
          

        

      

      
         


      

    


    Notes
shall be paid into an account maintained by the payee in the United States or
mailed to an address in the United States unless the payee is described in
United States Treasury regulation sections 1.163-5(c)(2)(v)(B)(1) or
(2).

     

    Notwithstanding
the foregoing, payments of interest in respect of global Notes will be made at
the specified office of a Paying Agent in the United States (which expression,
as used herein, 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)) if:

     

    
      	
               
      

            	
              (i)

            	
              the
      Issuer has appointed Paying Agents with specified offices outside the
      United States with the reasonable expectation that such Paying Agents
      would be able to make payments at such specified offices outside the
      United States of the full amount owing in respect of the Notes in the
      manner provided above when due;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              payment
      of the full amount owing in respect of the Notes at such specified offices
      outside the United States is illegal or effectively precluded by the
      imposition of exchange controls or other similar restrictions on the full
      payment or receipt of interest; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such
      payment is then permitted under United States law without involving, in
      the opinion of the Issuer, adverse tax consequences to the
      Issuer.

            


    

     

    
      	
              (e)

            	
              Payment
    Day

            


    

     

    Unless
specified otherwise in the applicable Final Terms, if the due date for payment
of any amount in respect of any Note, Receipt or Coupon is not a Payment Day in
the relevant place of presentation, the holder thereof shall not be entitled to
payment until the next following Payment Day in the relevant place and shall not
be entitled to further interest or other payment in respect of such delay. For
these purposes, unless otherwise specified in the applicable Final Terms, “Payment Day” means any day
which is both:

     

    
      	
               
      

            	
              (i)

            	
              a
      day on which commercial banks and foreign exchange markets settle payments
      and are open for general business (including dealing in foreign exchange
      and foreign currency deposits) in:

            


    

     

    (A)         the
relevant place of presentation;

     

    (B)         London;
and

     

    
      	
               
      

            	
              (C)

            	
              any
      additional Applicable Business Centre specified in the applicable Final
      Terms; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              either
      (1) in relation to any sum payable in a Specified Currency other than
      euro, a day on which commercial banks and foreign exchange markets settle
      payments and are open for general business (including dealing in foreign
      exchange and foreign currency deposits) in the principal financial centre
      of the country of the relevant Specified Currency (if other than the place
      of presentation, London and any Applicable Business Centre and which if
      the Specified Currency is Australian dollars or New Zealand dollars shall
      be Sydney or Auckland, respectively) or (2) in relation to any sum payable
      in euro, a day on which the TARGET2 System is
  open.

            


    

     

    
      	
              (f)

            	
              Conversion into
      euro

            


    

     

    Unless
specified otherwise in the applicable Final Terms, if the Issuer is due to make
a payment in a currency (the “original currency”) other
than euro in respect of any Note, Coupon or Receipt and the original currency is
not available on the foreign exchange markets due to the imposition of exchange
controls, the original currency’s replacement or disuse or other circumstances
beyond the Issuer’s control, the Issuer will be entitled to satisfy its
obligations in respect of such payment by making payment in euro on the basis of
the spot exchange rate (the “Euro FX Rate”) at which the
original currency is offered in exchange for euro in the London

     


    
      
         


      

      
        Page
59

        
          

        

      

      
         


      

    


    foreign
exchange market (or, at the option of the Issuer or its designated Calculation
Agent, in the foreign exchange market of any other financial centre which is
then open for business) at noon, London time, two Business Days prior to the
date on which payment is due or, if the Euro FX Rate is not available on that
date, on the basis of a substitute exchange rate determined by the Issuer or by
its designated Calculation Agent acting in its absolute discretion from such
source(s) and at such time as it may select.  For the avoidance of
doubt, the Euro FX Rate or substitute exchange rate as aforesaid may be such
that the resulting euro amount is zero and in such event no amount of euro or
the original currency will be payable. Any payment made in euro or non-payment
in accordance with this paragraph will not constitute an Event of Default under
Condition 9.

     

    
      	
              (g)

            	
              Interpretation of Principal
      and Interest

            


    

     

    Any
reference in these Terms and Conditions to principal in respect of the Notes
shall be deemed to include, as applicable:

     

    
      	
               
      

            	
              (i)

            	
              any
      additional amounts which may be payable with respect to principal under
      Condition 7 or pursuant to any undertakings given in addition thereto or
      in substitution therefor under Condition
14;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Final Redemption Amount of the
Notes;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Early Redemption Amount of the
Notes;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Optional Redemption Amount(s) (if any) of the
  Notes;

            


    

     

    
      	
               
      

            	
              (v)

            	
              in
      relation to Notes redeemable in instalments, the Instalment
      Amounts;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              in
      relation to Zero Coupon Notes, the Amortised Face Amount (as defined in
      Condition 6(f)(iii)); and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              any
      premium and any other amounts which may be payable by the Issuer under or
      in respect of the Notes.

            


    

     

    Any
reference in these Terms and Conditions to interest in respect of the Notes
shall be deemed to include, as applicable, any additional amounts which may be
payable with respect to interest under Condition 7 or pursuant to any
undertakings given in addition thereto or in substitution therefor under
Condition 14, except as provided in sub-paragraph (i) above.

     

    
      	
              6.

            	
              Redemption
      and Purchase

            


    

     

    
      	
              (a)

            	
              At
    Maturity

            


    

     

    Unless
otherwise indicated in the applicable Final Terms and unless previously redeemed
or purchased and cancelled as specified below, each Note will be redeemed by the
Issuer at its Final Redemption Amount specified in, or determined in the manner
specified in, the applicable Final Terms in the relevant Specified Currency on
the Maturity Date specified in the applicable Final Terms.

     

    
      	
              (b)

            	
              Redemption for Tax
      Reasons

            


    

     

    The
Issuer may redeem the Notes in whole, but not in part, at any time at their
Early Redemption Amount, together, if appropriate, with accrued interest to (but
excluding) the date fixed for redemption under this Condition 6(b), if the
Issuer shall determine that as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of the jurisdiction
in which the Issuer is incorporated or any political subdivision or any
authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the Issue Date of the
Notes, the Issuer would be required to pay Additional Amounts, as provided in
Condition 7, on the occasion of the next payment due in respect of the
Notes.

     


    
      
         


      

      
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    The Notes
are also subject to redemption as a whole, but not in part, in the other
circumstances described in Condition 7.

     

    Notice of
intention to redeem Notes will be given at least once in accordance with
Condition 16 not less than 30 days nor more than 60 days prior to the date fixed
for redemption under this Condition 6(b), provided that no such notice of
redemption shall be given earlier than 90 days prior to the effective date of
such change or amendment and that at the time notice of such redemption is
given, such obligation to pay such Additional Amounts remains in
effect.  From and after any redemption date, if moneys for redemption
of Notes shall have been made available for redemption on such
redemption date, such Notes shall cease to bear interest, if applicable,
and the only right of the holders of such Notes and any Receipts or Coupons
appertaining thereto shall be to receive payment of the Early Redemption Amount
and, if appropriate, all unpaid interest accrued to (but excluding) such
redemption date.

     

    
      	
              (c)

            	
              Final
    Terms

            


    

     

    The Final
Terms applicable to the Notes shall indicate either:

     

    
      	
               
      

            	
              (i)

            	
              that
      the Notes cannot be redeemed prior to their Maturity Date (except as
      otherwise provided in paragraph (b) above and in Condition 9);
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      such Notes will be redeemable at the option of the Issuer and/or the
      holders of the Notes prior to such Maturity Date in accordance with the
      provisions of paragraphs (d) and/or (e) below on the date or dates and at
      the amount or amounts indicated in the applicable Final
    Terms.

            


    

     

    
      	
              (d)

            	
              Redemption at the Option of
      the Issuer (“Issuer Call
      Option”)

            


    

     

    If the
Issuer is specified in the applicable Final Terms as having an option to redeem,
the Issuer may, having (unless otherwise specified in the applicable Final
Terms) given:

     

    
      	
               
      

            	
              (i)

            	
              not
      more than 60 nor less than 30 days’ notice to the holders of the Notes in
      accordance with Condition 16, or such other notice as is specified in the
      applicable Final Terms; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              not
      less than 5 days before the date of the notice referred to in (i) (or such
      other notice as is specified in the applicable Final Terms) is to be
      given, notice to the Agent or (in the case of Registered Notes) the
      Registrar and the Canadian Paying
Agent;

            


    

     

    (which
notices shall be irrevocable), redeem all or some only of the Notes then
outstanding on the Optional Redemption Date(s) and at the Optional Redemption
Amount(s) specified in, or determined in the manner specified in, the applicable
Final Terms together, if appropriate, with interest accrued to (but excluding)
the Optional Redemption Date(s). If the applicable Final Terms specify the Notes
are redeemable in part, such redemption must be of a nominal amount not less
than the Minimum Redemption Amount or not more than the Maximum Redemption
Amount, both as indicated in the applicable Final Terms. In the event of
redemption of some only of the Notes, the Notes to be redeemed (“Redeemed Notes”) will be
selected individually by lot, in the case of Redeemed Notes represented by
definitive Notes, and in accordance with the rules of Euroclear and/or
Clearstream, Luxembourg, (to be reflected in the records of Euroclear and
Clearstream, Luxembourg as either a pool factor or a reduction in nominal
amount, at their discretion) in the case of Redeemed Notes represented by a
global Note, not more than 60 days prior to the date fixed for redemption (such
date of selection being hereinafter called the “Selection Date”). In the case
of Redeemed Notes represented by definitive Notes, a list of such Redeemed Notes
will be published or notified in accordance with Condition 16 not less than 30
days prior to the date fixed for redemption, or such other period as is
specified in the applicable Final Terms. No exchange of the relevant global Note
will be permitted during the period from and including the Selection Date to and
including the date fixed for redemption pursuant to this paragraph (d) and
notice to that effect shall be given by the Issuer to the Noteholders
in

     


    
      
         


      

      
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61

        
          

        

      

      
         


      

    


     accordance
with Condition 16 at least 10 days prior to the Selection
Date.  Unless specified otherwise in the applicable Final Terms, if an
Optional Redemption Date would otherwise fall on a day which is not a Business
Day (as defined in Condition 4(b)(i)), it shall be subject to adjustment in
accordance with the Business Day Convention applicable to the Notes or such
other Business Day Convention specified in the applicable Final
Terms.

     

    
      	
              (e)

            	
              Redemption at the Option of
      the Noteholders (“Investor Put
      Option”)

            


    

     

    Unless
otherwise specified in the applicable Final Terms, the Notes will not be subject
to repayment at the option of Noteholders.  If the Noteholders are
specified in the applicable Final Terms as having an option to require the
Issuer to redeem the Notes, upon the holder of any Note giving to the Issuer in
accordance with Condition 16 not less than 30 nor more than 60 days’ notice or
such other period of notice as is specified in the applicable Final Terms (which
notice shall be irrevocable) the Issuer will, upon the expiry of such notice,
redeem, subject to, and in accordance with, the terms specified in the
applicable Final Terms, in whole (but not in part), such Note on the Optional
Redemption Date and at the Optional Redemption Amount specified in, or
determined in the manner specified in, the applicable Final Terms together, if
appropriate, with interest accrued to (but excluding) the Optional Redemption
Date. Unless otherwise specified in the applicable Final Terms, Notes issued by
Toyota Credit Canada Inc. may not be redeemable at the option of the Noteholders
prior to five years from the relevant Issue Date.

     

    If a Note
is in definitive form and held outside Euroclear and Clearstream, Luxembourg, to
exercise the right to require redemption of the Note the holder of the Note must
deliver such Note at the specified office of any Paying Agent (other than the
Canadian Paying Agent), in the case of Bearer Notes, or the Registrar or the
Canadian Paying Agent, in the case of Registered Notes, at any time during
normal business hours of such Paying Agent or the Registrar or Canadian Paying
Agent falling within the notice period, accompanied by a duly completed and
signed notice of exercise in the form (for the time being current) obtainable
from any specified office of any Paying Agent or the Registrar or the
Canadian Paying Agent (a “Put
Notice”) and in which the holder must specify a bank account (or, if
payment is required to be made by cheque, an address) to which payment is to be
made under this Condition 6(e).

     

    If a Note
is represented by a global Note or is in definitive form and held through
Euroclear or Clearstream, Luxembourg, to exercise the right to require
redemption of the Note the holder of the Note must, within the notice period,
give notice to the Agent, in the case of Bearer Notes, or the Registrar, in the
case of Registered Notes, of such exercise in accordance with the standard
procedures of Euroclear and Clearstream, Luxembourg (which may include notice
being given on the holder’s instruction by Euroclear or Clearstream, Luxembourg
or any common depositary, or common safekeeper, as the case may be, for them to
the Agent or the Registrar (in the case of Registered Notes) by electronic
means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time
to time and, if the Note is represented by a global Note, at the same time
present or procure the presentation of the relevant global Note to the Agent or
Registrar (in the case of Registered Notes) for notation
accordingly.

     

    
      	
              (f)

            	
              Early Redemption
      Amounts

            


    

     

    For the
purpose of paragraph (b) above and Condition 9, the Notes will be redeemed at an
amount (the “Early Redemption
Amount”) calculated as follows:

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of Notes with a Final Redemption Amount equal to the Calculation
      Amount, at the Final Redemption Amount thereof;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of Notes (other than Zero Coupon Notes) with a Final Redemption
      Amount which is or may be less or greater than the Calculation Amount or
      which is payable in a Specified Currency other than that in which the
      Notes are denominated, at the amount specified in, or determined in the
      manner specified in, the applicable Final
      Terms or, if no such amount or manner is so specified in the applicable
      Final Terms, at their nominal amount;
or

            


    

     


    
      
         


      

      
        Page
62

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the case of Zero Coupon Notes, at an amount (the “Amortised Face Amount”)
      equal to:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      sum of (x) the product of (i) either the Calculation Amount or the
      Specified Denomination as specified in the applicable Final Terms and (ii)
      the Reference Price specified in the applicable Final Terms (the “Reference Amount”) and
      (y) the product of the Accrual Yield specified in the applicable Final
      Terms (compounded annually) being applied to the Reference Amount from
      (and including) the Issue Date of the first Tranche of Notes to (but
      excluding) the date fixed for redemption or (as the case may be) the date
      upon which such Note becomes due and repayable;
  or

            


    

     

    
      	
               
      

            	
              (B)

            	
              if
      the amount payable in respect of any Zero Coupon Note upon redemption of
      such Zero Coupon Note pursuant to paragraph (b) above or upon its becoming
      due and repayable as provided in Condition 9 is not paid or available for
      payment when due, the amount due and repayable in respect of such Zero
      Coupon Note shall be the Amortised Face Amount of such Zero Coupon Note
      calculated as provided above as though the references in sub-paragraph (A)
      to the date fixed for redemption or the date upon which the Zero Coupon
      Note becomes due and repayable were replaced by references to the date
      (the “Reference
      Date”) which is the earlier
of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      date on which all amounts due in respect of the Note have been paid;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      date on which the full amount of the moneys repayable has been received by
      the Agent and notice to that effect has been given in accordance with
      Condition 16.

            


    

     

    The
calculation of the Amortised Face Amount in accordance with this
sub-paragraph (B) will continue to be made, after as well as before
judgment, until the Reference Date unless the Reference Date falls on or after
the Maturity Date, in which case the amount due and repayable shall be the
nominal amount of such Note together with interest at a rate per annum equal to
the Accrual Yield.

     

    Unless
specified otherwise in the applicable Final Terms, where any such calculation is
to be made for a period which is not a whole number of years, it shall be made
(I) in the case of a Zero Coupon Note other than a Zero Coupon Note payable
in euro, on the basis of a 360-day year consisting of 12 months of
30 days each (or 365/366 days in the case of Notes denominated in
Sterling) and, in the case of an incomplete month, the number of days elapsed or
(II) in the case of a Zero Coupon Note payable in euro, on the basis of the
actual number of days elapsed divided by 365 (or, if any of the days elapsed
falls in a leap year, the sum of (x) the number of those days falling in a
leap year divided by 366 and (y) the number of those days falling in a
non-leap year divided by 365) or (in either case) on such other calculation
basis as may be specified in the applicable Final Terms.

     

    
      	
              (g)

            	
              Instalments

            


    

     

    If the
Notes are repayable in instalments, they will be redeemed in the Instalment
Amounts and on the Instalment Dates specified in the applicable Final Terms. In
the case of early redemption, the Early Redemption Amount will be determined
pursuant to paragraph (f) above.

     

    
      	
              (h)

            	
              Partly Paid
      Notes

            


    

     

    If the
Notes are Partly Paid Notes, they will be redeemed, whether at maturity, early
redemption
or otherwise in accordance with the provisions of this Condition 6 as amended or
varied by the applicable Final Terms.

     


    
      
         


      

      
        Page
63

        
          

        

      

      
         


      

    


     

    
      	
              (i)

            	
              Purchases

            


    

     

    The
Issuer or any of its subsidiaries may at any time purchase Notes (provided that,
in the case of definitive Notes, all unmatured Receipts and Coupons appertaining
thereto are purchased therewith) at any price in the open market or otherwise.
If purchases are made by tender, tenders must be available to all Noteholders
alike. Where the Issuer is Toyota Credit Canada Inc., unless otherwise specified
in the applicable Final Terms, such Notes shall be surrendered (in the case of
Bearer Notes) to any Paying Agent or (in the case of Registered Notes) the
Registrar or Canadian Paying Agent for cancellation and, where the Issuer is
Toyota Motor Finance (Netherlands) B.V., Toyota Finance Australia Limited or
Toyota Motor Credit Corporation such Notes may, at the option of the Issuer,
either be (i) resold or reissued, or held by the Issuer for subsequent resale or
reissuance, or (ii) surrendered to any Paying Agent for cancellation, in which
event such Notes, Receipts and Coupons may not be resold
or reissued.

     

    
      	
              (j)

            	
              Cancellation

            


    

     

    All Notes
which are redeemed will forthwith be cancelled (together with all unmatured
Receipts and Coupons attached thereto or surrendered therewith at the time of
redemption). All Notes so cancelled and any of the Notes purchased and cancelled
pursuant to paragraph (i) above (together, in the case of definitive Notes, with
all unmatured Receipts and Coupons cancelled therewith) shall be forwarded to
the Agent and cannot be reissued or resold. If any Note is purchased and
cancelled without all unmatured Coupons appertaining thereto, the Issuer shall
make payment in respect of any such missing Coupon in accordance with Condition
5 as if the relevant Note had remained outstanding for the period to which such
Coupon relates.

     

    
      	
              7.

            	
              Taxation
      – Additional Amounts

            


    

     

    
      	
              (a)

            	
              Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
      Inc. or Toyota Finance Australia
Limited

            


    

     

    This
Condition 7(a) only applies to Notes issued by Toyota Motor Finance
(Netherlands) B.V., Toyota Credit Canada Inc. or Toyota Finance Australia
Limited.

     

    Unless
otherwise specified in the applicable Final Terms, all payments of principal and
interest in respect of the Notes issued by Toyota Motor Finance (Netherlands)
B.V., Toyota Credit Canada Inc. or Toyota Finance Australia Limited will be made
without withholding or deduction for or on account of any present or future
taxes or duties of whatever nature imposed or levied by or on behalf of the
jurisdiction in which the Issuer is incorporated or any province, territory or
other political subdivision or any authority thereof or therein having power to
tax, unless such withholding or deduction is required by law. In such event, the
relevant Issuer will pay such additional amounts (the “Additional Amounts”) as
shall be necessary in order that the net amounts receivable by the holders of
the Notes, Receipts or Coupons after such withholding or deduction shall equal
the respective amounts of principal and interest which would otherwise have been
receivable in respect of the Notes, Receipts or Coupons, as the case may be, in
the absence of such withholding or deduction; except that no such Additional
Amounts shall be payable with respect to any Note, Receipt or Coupon presented
for payment:

     

    
      	
               
      

            	
              (i)

            	
              where
      the Issuer is Toyota Motor Finance (Netherlands) B.V., by a Noteholder,
      Receiptholder or Couponholder who (a) is able to avoid such withholding or
      deduction or is liable to such withholding or deduction at a reduced rate
      by making a declaration of non-residence or producing other evidence
      establishing that such payment may be made without withholding or
      deduction or with such deduction or withholding at a reduced rate to the
      Issuer or the relevant tax authority; or (b) is liable for such taxes or
      duties in respect of such Note, Receipt or Coupon by reason of his having
      some connection with the Netherlands other than the mere holding of such
      Note, Receipt or Coupon; or

            


    

     


    
      
         


      

      
        Page
64

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              where
      the Issuer is Toyota Credit Canada
Inc.:

            


    

     

    
      	
               
      

            	
              (A)

            	
              by
      or on behalf of a holder who is liable for such taxes or duties in respect
      of such Note, Receipt or Coupon by reason of his having some connection
      with Canada other than the mere holding of such Note, Receipt or Coupon or
      the receipt of principal or interest in respect thereof;
  or

            


    

     

    
      	
               
      

            	
              (B)

            	
              by
      or on behalf of a holder with whom the Issuer is not dealing at arm’s
      length (within the meaning of the Income Tax Act (Canada));
    or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              where
      the Issuer is Toyota Finance Australia Limited, by or on behalf of a
      holder who is liable for such taxes or duties in respect of such Note,
      Receipt or Coupon by reason of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              his
      having some connection with the Commonwealth of Australia other than the
      mere holding of such Note, Receipt or Coupon or the receipt of principal
      or interest in respect thereof, or

            


    

     

    
      	
               
      

            	
              (B)

            	
              his
      being a holder who could lawfully avoid (but has not so avoided) such
      deduction or withholding by complying or procuring that any third party
      complies with any statutory requirements or by making or procuring that
      any third party makes a declaration of non-residence or other similar
      claim for exemption to any tax authority in the place where the relevant
      Note, Receipt or Coupon is presented for payment;
  or

            


    

     

    
      	
               
      

            	
              (C)

            	
              his
      being an Offshore Associate of the Issuer acting other than in the
      capacity of a clearing house, paying agent, custodian, funds manager or
      responsible entity of a registered scheme within the meaning of the
      Corporations Act 2001 of Australia. “Offshore Associate”
      means an associate (as defined in section 128F(9) of the Income Tax
      Assessment Act 1936 of Australia) of the Issuer that is
      either:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      non-resident of Australia which does not acquire the Notes in carrying on
      a business at or through a permanent establishment in Australia;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      resident of Australia that acquires the Notes in carrying on a business at
      or through a permanent establishment outside Australia;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      such other circumstances as may be specified in the applicable Final
      Terms; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              more
      than 30 days after the Relevant Date (as defined in Condition 8) except to
      the extent that the holder thereof would have been entitled to such
      Additional Amounts on presenting the same for payment on such thirtieth
      day assuming that day to have been a Payment Day (as defined in Condition
      5(e)); or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              where
      such withholding or deduction is imposed on a payment to an individual and
      is required to be made pursuant to European Council Directive 2003/48/EC
      or any law implementing or complying with, or introduced in order to
      conform to, such Directive; or

            


    

     

    
      	
               
      

            	
              (vii)

            	
              by
      or on behalf of a holder who would have been able to avoid such
      withholding or deduction by presenting the relevant Note, Receipt or
      Coupon to another Paying Agent (if any) in a Member State of the European
      Union.

            


    

     

    
      	
              (b)

            	
              Toyota
      Motor Credit Corporation

            


    

     

    This
Condition 7(b) only applies to Notes issued by Toyota Motor Credit
Corporation.

     

    Except as
specifically provided by this Condition 7(b), where the Issuer is Toyota Motor
Credit Corporation, the Issuer shall not be required to make any payment in
respect of the Notes

     


    
      
         


      

      
        Page
65

        
          

        

      

      
         


      

    


    with
respect to any tax, assessment or other governmental charge (“Tax”) imposed by any
government or a political subdivision or taxing authority thereof or
therein.

     

    The
Issuer will, subject to certain limitations and exceptions (set forth below),
pay to a Noteholder, Receiptholder or Couponholder who is a Non-U.S. Holder (as
defined below) such additional amounts (the “Additional Amounts”) as shall
be necessary in order that the net amounts receivable by the holders of the
Notes, Receipts or Coupons after such withholding or deduction shall equal the
respective amounts of principal and interest which would otherwise have been
receivable in respect of the Notes, Receipts or Coupons, as the case may be, in
the absence of such withholding or deduction; except that the Issuer shall not
be required to make any payment of  Additional Amounts for or on
account of:

     

    
      	
               
      

            	
              (i)

            	
              any
      Tax which would not have been imposed but for (A) the existence of
      any present or former connection between such Noteholder, Receiptholder or
      Couponholder or any beneficial owner of a Note, Receipt, or Coupon (or
      between a fiduciary, settlor, beneficiary, member or shareholder of, or
      possessor of a power over, such Noteholder, Receiptholder, Couponholder or
      beneficial owner, if such Noteholder, Receiptholder, Couponholder or
      beneficial owner is an estate, trust, partnership or corporation) and the
      United States, including, without limitation, being or having been a
      citizen or resident thereof or being or having been present or engaged in
      a trade or business therein or having had a permanent establishment
      therein, or (B) such Noteholder’s, Receiptholder’s, Couponholder’s or
      beneficial owner's past or present status as a passive foreign investment
      company, controlled foreign corporation or a private foundation (as those
      terms are defined for United States tax purposes) or as a corporation
      which accumulates earnings to avoid U.S. federal income
    tax;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      estate, inheritance, gift, sales, transfer, personal property or similar
      Tax;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      Tax that would not have been so imposed but for the presentation of a
      Note, Receipt or Coupon for payment on a date more than 15 days after
      the date on which such payment became due and payable or the date on which
      payment thereof is duly provided for, whichever occurs
    later;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      Tax which is payable otherwise than by deduction or withholding from
      payments of principal or interest in respect of the Notes, Receipts or
      Coupons;

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      Tax imposed on interest received or beneficially owned by (A) a 10
      per cent. shareholder of the Issuer within the meaning of Internal Revenue
      Code Section 871(h)(3)(B) or Section 881(c)(3)(B) or (B) a
      bank extending credit pursuant to a loan agreement entered into in the
      ordinary course of its trade or
business;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      Tax required to be withheld or deducted by any Paying Agent from any
      payment of principal or interest in respect of any Note, Receipt or
      Coupon, if such payment can be made without such withholding or deduction
      by any other Paying Agent with respect to the
  Notes;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              any
      Tax which would not have been imposed but for the failure to comply with
      certification, information, documentation, or other reporting requirements
      concerning the nationality, residence, identity or connection with the
      United States of the Noteholder, Receiptholder or Couponholder or of the
      beneficial owner of such Note, Receipt or Coupon, if such compliance is
      required by statute or by regulation of the United States Treasury
      Department as a precondition to relief or exemption from such
      Tax;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              any
      Tax imposed with respect to a payment on a Note, Receipt or Coupon to any
      Noteholder, Receiptholder or Couponholder who is a fiduciary or
      partnership or other than the sole beneficial owner of the Note, Receipt
      or Coupon to the extent a beneficiary or settlor with respect to such
      fiduciary, a member of such partnership
or

            


    

     


    
      
         


      

      
        Page
66

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              a
      beneficial owner of the Note, Receipt or Coupon would not have been
      entitled to payment of the Additional Amounts, had such beneficiary,
      settlor, member or beneficial owner been the holder of the Note, Receipt
      or Coupon;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              any
      Tax required to be withheld or deducted by any Paying Agent from any
      payment of principal or interest in respect of any Note, Receipt or
      Coupon, where such withholding or deduction is imposed on a payment to an
      individual and is required to be made pursuant to European Council
      Directive 2003/48/EC or any law implementing or complying with, or
      introduced to conform to, such Directive;
or

            


    

     

    
      	
               
      

            	
              (x)

            	
              any
      combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and
      (ix) above;

            


    

     

    The term
“Non-U.S. Holder” means
any Holder that is not for U.S. federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
organised in or under the laws of the United States or its political
subdivisions, (iii) a trust subject to the control of a U.S. person and the
primary supervision of a U.S. court or (iv) an estate the income of which is
subject to U.S. federal income taxation regardless of its source.

     

    If the
Issuer shall determine that any payment made outside the United States by the
Issuer or any of its Paying Agents of the full amount of the next scheduled
payment of either principal or interest due in respect of any Note, Receipt or
Coupon would, under any present or future laws or regulations of the United
States affecting taxation or otherwise, be subject to any certification,
information or other reporting requirements of any kind, the effect of which
requirements is the disclosure to the Issuer, any of its Paying Agents or any
governmental authority of the nationality, residence or identity (as
distinguished from status as a Non-U.S. Holder) of a beneficial owner of such
Note, Receipt or Coupon who is a Non-U.S. Holder (other than such requirements
which (i) would not be applicable to a payment made to a custodian, nominee
or other agent of the beneficial owner, or which can be satisfied by such a
custodian, nominee or other agent certifying to the effect that such beneficial
owner is a Non-U.S. Holder; provided, however, in each case that payment by such
custodian, nominee or agent to such beneficial owner is not otherwise subject to
any requirements referred to in this sentence, (ii) are applicable only to
payment by a custodian, nominee or other agent of the beneficial owner to or on
behalf of such beneficial owner, or (iii) would not be applicable to a
payment made by any other paying agent of the Issuer), the Issuer shall redeem
the Notes as a whole but not in part at a redemption price equal to the Early
Redemption Amount together, if appropriate, with accrued interest to, but
excluding, the date fixed for redemption, such redemption to take place on such
date not later than one year after the publication of notice of such
determination. If the Issuer becomes aware of an event that might give rise to
such certification, information or other reporting requirements, the Issuer
shall, as soon as practicable, solicit advice of independent counsel selected by
the Issuer to establish whether such certification, information or other
reporting requirements will apply and, if such requirements will apply, the
Issuer shall give prompt notice of such determination (a “Tax Notice”) in accordance
with Condition 16 stating in such notice the effective date of such
certification, information or other reporting requirements and, if applicable,
the date by which the redemption shall take place. Notwithstanding the
foregoing, the Issuer shall not redeem Notes if the Issuer 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 requirements, in which case
the Issuer shall give prompt notice of such determination in accordance with
Condition 16 and any earlier redemption notice shall thereby be revoked and of
no further effect.

     

    Notwithstanding
the foregoing, if and so long as the certification, information or other
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Issuer
may elect prior to publication of the Tax Notice to have the provisions
described in this paragraph apply in lieu of the provisions described in the
preceding paragraph, in which case the Tax Notice shall state the effective date
of such certification, information or reporting requirements and that the Issuer
has elected to pay Additional Amounts rather than redeem the Notes. In such
event, the Issuer will pay as Additional Amounts such amounts as may be
necessary so that every net payment made following the

     


    
      
         


      

      
        Page
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    effective
date of such certification, information or reporting requirements outside the
United States by the Issuer or any of its Paying Agents of principal or interest
due in respect of a Note, Receipt or Coupon to a holder who certifies to the
effect that the beneficial owner of such Note, Receipt or Coupon is a Non-U.S.
Holder (provided that such certification shall not have the effect of
communicating to the Issuer or any of its Paying Agents or any governmental
authority the nationality, residence or identity of such beneficial owner),
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) is imposed as a result of certification, information or other reporting
requirements referred to in the second parenthetical clause of the first
sentence of the preceding paragraph, (ii) is imposed as a result of the
fact that the Issuer or any of its Paying Agents has actual knowledge that the
holder or beneficial owner of such Note, Receipt or Coupon is not a Non-U.S.
Holder but is within the category of persons, corporations or other entities
described in clause (a)(i) of this Condition 7, or (iii) is
imposed as a result of presentation of such Note, Receipt or Coupon for payment
more than 15 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 Note, such Receipt
or such Coupon to be then due and payable. In the event the Issuer elects to pay
such Additional Amounts, the Issuer will have the right, at its sole option, at
any time, to redeem the Notes, as a whole but not in part at a redemption price
equal to their Early Redemption Amount, together, if appropriate, with accrued
interest to the date fixed for redemption including any Additional Amounts
required to be paid under this paragraph. If the Issuer has made the
determination described in the preceding paragraph with respect to
certification, information or other reporting requirements applicable to
interest only and subsequently makes a determination in the manner and of the
nature referred to in such preceding paragraph with respect to such requirements
applicable to principal, the Issuer will redeem the Notes in the manner and on
the terms described in the preceding paragraph (except as provided below),
unless the Issuer elects to have the provisions of this paragraph apply rather
than the provisions of the immediately preceding paragraph. If in such
circumstances the Notes are to be redeemed, the Issuer will be obligated to pay
Additional Amounts with respect to interest, if any, accrued to the date of
redemption. If the Issuer has made the determination described in the preceding
paragraph and subsequently makes a determination in the manner and of the nature
referred to in such preceding paragraph that the level of withholding applicable
to principal or interest has been increased, the Issuer will redeem the Notes in
the manner and on the terms described in the preceding paragraph (except as
provided below), unless the Issuer elects to have the provisions of this
paragraph apply rather than the provisions of the immediately preceding
paragraph. If in such circumstances the Notes are to be redeemed, the Issuer
will be obligated to pay Additional Amounts with respect to the original level
of withholding on principal and interest, if any, accrued to the date of
redemption.

     

    
      	
              8.

            	
              Prescription

            


    

     

    Unless
provided otherwise in the applicable Final Terms, Notes, Receipts and Coupons
will become void unless presented for payment within a period of five years
after the Relevant Date (as defined below) therefor.

     

    There
shall not be included in any Coupon sheet issued on exchange of a Talon any
Coupon the claim for payment in respect of which would be void pursuant to this
Condition 8 or Condition 5(b) or any Talon which would be void pursuant to
Condition 5(b).

     

    Any
moneys paid by the Issuer to the Agent or (in the case of Registered Notes) the
Registrar or the Canadian Paying Agent for the payment of principal or interest
in respect of the Notes and remaining unclaimed for a period of five years shall
forthwith be repaid to the Issuer.  All liability of the Issuer, the
Agent and the Registrar or the Canadian Paying Agent with respect thereto shall
cease when the Notes, Receipts and Coupons become void.

     

    As used herein, the “Relevant Date” means the date on which
such payment first becomes due, except that, if the full amount of the moneys
payable has not been duly received by the Agent or, as the case may be, the
Registrar on or prior to such due date, it means the date on which, the full
amount of such moneys having been so received, notice to that effect is duly
given to the 

     


    
      
         


      

      
        Page
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    Noteholders
in accordance with Condition 16.

     

    
      	
              9.

            	
              Events
      of Default

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event that (each of (i) through to (iv) below, an “Event of
      Default”):

            


    

     

    
      	
               
      

            	
              (i)

            	
              default
      is made by the Issuer in the payment when due of any principal or interest
      in respect of any Note and the default continues unremedied for a period
      of 14 days after the date when due;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              default
      is made by the Issuer in the performance or observance of any covenant,
      condition or provision contained in the Terms and Conditions applicable to
      any of the Notes or of any covenant, condition or provision for the
      benefit of Noteholders contained in the Agency Agreement and on its part
      to be performed or observed (other than the covenant to pay the principal
      and interest in respect of the Notes) and at the expiration of any
      applicable grace period therefor such covenant, condition or provision is
      not performed or observed in the period of 60 consecutive days after the
      date on which written notice of such default, requiring the Issuer to
      perform or observe such covenant, condition or provision, first shall have
      been given to the Issuer and the Agent or (in the case of Registered
      Notes) the Registrar by the holders of not less than 25 per cent. in
      aggregate nominal amount of Notes then outstanding;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      entry by a court having competent jurisdiction of (a) a decree or
      order granting relief in respect of the Issuer in an involuntary
      proceeding under any applicable bankruptcy, insolvency or other similar
      law and such decree or order shall remain unstayed and in effect for a
      period of 60 consecutive days; or (b) a decree or order adjudging the
      Issuer to be insolvent, or approving a petition seeking reorganisation,
      arrangement, adjustment or composition of the Issuer and such decree or
      order shall remain unstayed and in effect for a period of 60 consecutive
      days; or (c) a final and non-appealable order appointing a custodian,
      receiver, liquidator, assignee, trustee or other similar official of the
      Issuer or of any substantial part of the property of the Issuer, or
      ordering the winding up or liquidation of the Issuer, in each case of (a),
      (b) or (c) otherwise than for the purposes of or pursuant to and followed
      by a consolidation, amalgamation, merger, reconstruction or reorganisation
      in which a continuing corporation effectively assumes all obligations of
      the Issuer under the Notes or the terms of which have previously been
      approved by  the written consent of holders of a majority in
      aggregate nominal amount of the Notes then outstanding affected thereby,
      or by resolution adopted by the holders of a majority in aggregate nominal
      amount of such Notes then outstanding present or represented at a meeting
      of the holders of the Notes affected thereby at which a quorum is present,
      as provided in the Agency Agreement;
or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      commencement by the Issuer of a voluntary proceeding under any applicable
      bankruptcy, insolvency or other similar law or the consent of the Issuer
      to the entry of a decree or order for relief in an involuntary proceeding
      under any applicable bankruptcy, insolvency or other similar law, or the
      consent by the Issuer to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee or similar official of
      the Issuer or for any substantial part of the property of the Issuer or
      the making by the Issuer of a general assignment for the benefit of
      creditors, or the Issuer failing generally to pay its debts as they become
      due, or the taking of corporate action by the Issuer in furtherance of any
      such action (in each case otherwise than for the purposes of such a
      consolidation, amalgamation, merger, reconstruction or
  

            


    

     


    
      
         


      

      
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              reorganisation
      as is referred to in paragraph
(iii)),

            


    

     

    then the
holder of any Note may, at its option, declare the principal of such Note and
the interest, if any, accrued thereon to be due and payable immediately by
written notice to the Issuer and the Agent or (in the case of Registered Notes)
the Registrar, and unless all such defaults shall have been remedied by the
Issuer (or by the Parent or TFS pursuant to the relevant Credit Support
Agreement) prior to receipt of such written notice, the principal of such Note
and the interest, if any, accrued thereon shall become and be immediately due
and payable.

     

    At any
time after such declaration of acceleration with respect to the Notes has been
made and before a judgment or decree for payment of the money due with respect
to any Note has been obtained by any Noteholder, such declaration and its
consequences may be rescinded and annulled upon the written consent of holders
of a majority in aggregate nominal amount of the Notes then outstanding affected
thereby, or by resolution adopted by the holders of a majority in aggregate
nominal amount of the Notes then outstanding present or represented at a meeting
of holders of the Notes affected thereby at which a quorum is present, as
provided in the Agency Agreement, if:

     

    
      	
               
      

            	
              (1)

            	
              the
      Issuer has paid to, or deposited with, the Agent or (in the case of
      Registered Notes) the Canadian Paying Agent a sum sufficient to
      pay:

            


    

     

    (A)         all
overdue payments of interest on the Notes; and

     

    
      	
               
      

            	
              (B)

            	
              the
      principal of the Notes which has become due otherwise than by such
      declaration of acceleration; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      Events of Default with respect to the Notes, other than the non-payment of
      the principal of such Notes which has become due solely by such
      declaration of acceleration, have been either (i) remedied or (ii) waived
      as provided in paragraph (b) below.

            


    

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    
      	
               
      

            	
              (b)

            	
              Any
      Events of Default by the Issuer, other than the events described in
      paragraph (a)(i) above or in respect of where a default is made by the
      Issuer in the performance or observance of any covenant, condition or
      provision described in paragraph (a)(ii) above which cannot be modified
      and amended without the written consent of the holders of all outstanding
      Notes, may be waived by the written consent of holders of a majority in
      aggregate nominal amount of the Notes then outstanding affected thereby,
      or by resolution adopted by the holders of a majority in aggregate nominal
      amount of the Notes then outstanding present or represented at a meeting
      of the holders of the Notes affected thereby at which a quorum is present,
      as provided in the Agency Agreement (provided that such resolution shall
      be approved by the holders of not less than 25 per cent. of the aggregate
      nominal amount of Notes then outstanding affected
  thereby).

            


    

     

    
      	
              10.

            	
              Replacement
      of Notes, Receipts, Coupons and
Talons

            


    

     

    Should
any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or
destroyed, it may be replaced at the specified office of the Agent in London or
(in the case of Registered Notes) at the specified office of the Registrar (or
such other place outside the United States as may be notified to the
Noteholders), in accordance with all applicable laws and regulations, upon
payment by the claimant of such costs and expenses as may be incurred by the
Issuer and the Agent or the Registrar, as the case may be, in connection
therewith and on such terms as to evidence and indemnity, security or otherwise
as the Issuer and the Agent or the Registrar, as the case may be, may require.
Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered
before replacements will be issued.

     


    
      
         


      

      
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              11.

            	
              Agent
      and Paying Agents

            


    

     

    The names
of the initial Agent, the initial Registrar and the initial Canadian Paying
Agent and their initial specified offices are set out at the back of this
Prospectus.

     

    In acting
under the Agency Agreement or the Note Agency Agreement, the Agent and any other
Paying Agents and (in the case of the Note Agency Agreement only) the Registrar
and the Canadian Paying Agent act solely as agents of the Issuer and do not
assume any obligation to, or relationship of agency or trust with, any
Noteholders, Receiptholders or Couponholders, except that (without affecting the
obligations of the Issuer to the Noteholders, Receiptholders and Couponholders
to repay Notes and pay interest thereon) funds received by the Agent or (in
respect of Registered Notes) the Registrar or the Canadian Paying Agent for the
payment of the principal of or interest on the Notes shall be held in trust by
it for the Noteholders and/or Receiptholders and/or Couponholders until the
expiration of the relevant period of prescription under Condition 8. The Issuer
agrees to perform and observe the obligations imposed upon it under the Agency
Agreement and (in respect of Registered Notes) the Note Agency Agreement and to
use reasonable efforts to cause the Agent and any other Paying Agents to perform
and observe the obligations imposed upon them under the Agency Agreement and (in
respect of Registered Notes) the Registrar and the Canadian Paying Agent to
perform and observe the obligations imposed on them under the Note Agency
Agreement. The Agency Agreement and (in respect of the Registered Notes) the
Note Agency Agreement contain provisions for the indemnification of the Agent
and any other Paying Agents and the Registrar and the Canadian Paying Agent,
respectively, and for relief from responsibility in certain circumstances, and
entitle any of them to enter into business transactions with the Issuer without
being liable to account to the Noteholders, Receiptholders or the Couponholders
for any resulting profit.

     

    The
Issuer is entitled to vary or terminate the appointment of any Paying Agent
appointed under the terms of the Agency Agreement or the Registrar or the
Canadian Paying Agent appointed under the terms of the Note Agency Agreement
and/or appoint additional or other Paying Agents or Canadian Paying Agents
and/or approve any change in the specified office through which any Paying
Agent, Registrar or Canadian Paying Agent acts, provided that:

     

    
      	
               
      

            	
              (i)

            	
              so
      long as the Notes are admitted to trading or listed on any stock exchange
      or other relevant authority, there will at all times be a Paying Agent
      with a specified office in such place as may be required by the rules and
      regulations of the relevant stock exchange or other relevant
      authority;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              there
      will at all times be an Agent;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      respect of Registered Notes, there will at all times be a Registrar;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              there
      will at all times be a Paying Agent in a Member State of European Union
      that will not be obliged to withhold or deduct tax pursuant to the
      European Council Directive 2003/48/EC or any law implementing or complying
      with, or introduced in order to conform to, such
  Directive.

            


    

     

    In
addition, the Issuer shall forthwith appoint a Paying Agent having a specified
office in the United States only in the circumstances described in the final
paragraph of Condition 5(d). Any variation, termination, appointment or change
shall only take effect (other than in the case of insolvency, when it shall be
of immediate effect) after not less than 30 or more than 45 days’ prior notice
thereof shall have been given to the Noteholders in accordance with Condition
16.

     

    In
addition, in relation to Registered Notes issued or to be issued by it, Toyota
Credit Canada Inc. is entitled to vary or terminate the appointment and/or
appoint additional registrars, transfer agents, Canadian paying agents and/or
approve any change in the specified office through which any such registrar,
transfer agent or Canadian paying agent acts, provided that there will at all
times be a registrar and a paying agent capable of making payments in the
Specified Currency and (in the case of Global Registered Notes) to the clearing
system specified in the applicable Final Terms.

     


    
      
         


      

      
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    The
Agency Agreement or the Note Agency Agreement contains provisions permitting any
entity into which any Paying Agent and (in the case of the Note Agency Agreement
only) any registrar and transfer agent is merged or converted or with which it
is consolidated or to which it transfers all or substantially all of its assets
to become the successor paying agent, registrar or transfer agent (as
appropriate).

     

    
      	
              12.

            	
              Exchange
      of Talons

            


    

     

    On and
after the Interest Payment Date, on which the final Coupon comprised in any
Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may
be surrendered at the specified office of the Agent or any other Paying Agent in
exchange for a further Coupon sheet including (if such further Coupon sheet does
not include Coupons to (and including) the final date for the payment of
interest due in respect of the Note to which it appertains) a further Talon,
subject to the provisions of Condition 8. Each Talon shall, for the purposes of
these Terms and Conditions, be deemed to mature on the Interest Payment Date on
which the final Coupon comprised in the relative Coupon sheet
matures.

     

    
      	
              13.

            	
              Consolidation
      or Merger

            


    

     

    The
Issuer may consolidate with, or sell, lease or convey all or substantially all
of its assets as an entirety to, or merge with or into any other corporation
provided that in any such case, (i) either the Issuer shall be the
continuing corporation, or the successor corporation shall be a corporation
organised and existing under the laws of the jurisdiction in which the Issuer is
incorporated or any province, territory, state or other political subdivision
thereof and such successor corporation shall expressly assume the due and
punctual payment of the principal of and interest (including Additional Amounts
as provided in Condition 7) on all the Notes, Receipts and Coupons,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of the Notes to be performed by the Issuer
by an amendment to the Agency Agreement or, as the case may be, the Note Agency
Agreement, executed by such successor corporation, the Issuer and the Agent or
the Registrar and the Canadian Paying Agent, as the case may be, and
(ii) immediately after giving effect to such transaction, no Event of
Default under Condition 9, and no event which, with notice or lapse of time or
both, would become such an Event of Default shall have happened and be
continuing. In case of any such consolidation, merger, sale, lease or conveyance
and upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named herein as the Issuer, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be
relieved of any further obligation under the Notes and the Agency Agreement or,
as the case may be, the Note Agency Agreement.

     

    
      	
              14.

            	
              Substitution

            


    

     

    The
Issuer (the “Retiring
Issuer” and the expressions “Issuer” and “Retiring Issuer” include any
previous relevant Substitute Issuer (as defined below) under this Condition 14)
may, without the consent of the relevant Noteholders or Couponholders,
substitute the Parent or any subsidiary of the Parent (including TFS) in place
of the Issuer as the principal debtor under the Notes, the relative Receipts and
Coupons and the Agency Agreement (the “Substitute Issuer”) provided
that:

     

    (a)           in
the case of the substitution of a subsidiary of the Parent (other than TFS or
any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement,
in the case of a subsidiary of TFS, between such subsidiary and TFS being
entered into, and the Basic Agreement applying, mutatis mutandis on the terms
of the relevant Credit Support Agreement and the Basic Agreement, respectively
and, in the case of a subsidiary of the Parent (and not being also a subsidiary
of TFS) a Credit Support Agreement between such subsidiary and the Parent being
entered into mutatis
mutandis on the terms of the Basic Agreement;

     

    (b)           a
deed poll substantially in the form set out in Appendix G to the Agency
Agreement (and

     


    
      
         


      

      
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    such
other documents (if any)) shall be executed by the Substitute Issuer and the
Retiring Issuer as may be necessary to give full effect to the substitution (the
“Substitution
Documents”) and (without limiting the generality of the foregoing) under
which (i) the Substitute Issuer shall undertake in favour of the relevant
Noteholders and Couponholders to be bound by the terms and conditions of the
relevant Notes, Receipts and Coupons and the provisions of the Agency Agreement
as fully as if the Substitute Issuer had been named in the relevant Notes,
Receipts and Coupons and the Agency Agreement as the principal debtor in respect
of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of
the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its
obligations as principal debtor in respect of the relevant Notes, Receipts and
Coupons and the Agency Agreement;

     

    (c)           without
prejudice to the generality of paragraph (b) above, where the Substitute Issuer
is subject generally to a taxing jurisdiction differing from or in addition to
the taxing jurisdiction to which the Retiring Issuer for which it shall have
been substituted under this Condition 14 was subject, the Substitute Issuer
shall undertake or covenant in the Substitution Documents in terms corresponding
to the provisions of Condition 7 with the substitution for or addition to the
references to the taxing jurisdiction to which the Retiring Issuer, as the case
may be, was subject of references to the taxing jurisdiction or additional
taxing jurisdiction to which such Substitute Issuer, as the case may be, is
subject and in such case, Condition 7 shall be deemed to be modified accordingly
when such substitution takes effect;

     

    (d)           the  Substitution
Documents shall contain a warranty and representation (i) that the Substitute
Issuer  and the Retiring Issuer have obtained all necessary
governmental and regulatory approvals and consents for the substitution and that
the Substitute Issuer has obtained all necessary governmental and regulatory
approvals and consents for the performance by the Substitute Issuer of its
obligations under the Substitution Documents and that all such approvals and
consents are in full force and effect, (ii) that the obligations assumed by the
Substitute Issuer in respect of the relevant Notes, Receipts and Coupons
and the Agency Agreement are, in each case, valid and binding in accordance with
their respective terms and enforceable by each relevant Noteholder, and (iii)
the Substitute Issuer is solvent;

     

    (e)           any
credit rating obtained by the Retiring Issuer from a nationally recognised
statistical rating organisation which applies to the relevant Notes will not be
downgraded as a result of the substitution;

     

    (f)           each
stock exchange on which the relevant Notes are admitted to trading shall have
confirmed that, following the proposed substitution of the Substitute Issuer,
such Notes will continue to be admitted to trading on such stock
exchange;

     

    (g)           where
the Substitute Issuer is not a company incorporated in the United Kingdom, the
Substitute Issuer shall have appointed a process agent as its agent in England
to receive service of process on its behalf in relation to any legal action or
proceedings arising out of or in connection with the relevant Notes, Receipts
and Coupons and the Agency Agreement;

     

    (h)           in
the case of substitution of TCCI or a Canadian subsidiary of the Parent in place
of the Retiring Issuer, no withholding or other taxes will be payable by any
such Substitute Issuer;

     

    (i)           legal
opinions shall have been delivered to the Agent (from whom copies will be
available) (in each case dated not more than three days prior to the intended
date of substitution) from legal advisers of good standing selected by the
Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer
and the Retiring Issuer are incorporated and in England confirming, as
appropriate, that upon the substitution taking place, the Substitution Documents
constitute legal, valid and binding obligations of the Substitute Issuer and the
relevant Notes, Receipts and Coupons and the Agency Agreement are legal, valid
and binding obligations of the Substitute Issuer enforceable in accordance with
their terms and (ii) in Japan and in the jurisdiction in which the Substitute
Issuer is incorporated, in the event any Credit Support Agreements are entered
into under paragraph (a) above, confirming that any such Credit Support
Agreements constitute legal, valid and binding obligations of the Parent, TFS
and the Substitute Issuer, as the case may be,

     


    
      
         


      

      
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    enforceable
in accordance with its terms; and

     

    (j)           in
connection with any such substitution, the Substitute Issuer and the Retiring
Issuer shall not have regard to the consequences of such substitution for
individual Noteholders resulting from their being for any purpose domiciled or
resident in, or otherwise connected with, or subject to the jurisdiction of, any
particular territory and no person shall be entitled to claim whether from the
Substitute Issuer, the Retiring Issuer, the Agent, or any other person, any
indemnification or payment in respect of any tax consequence of any such
substitution upon any person except to the extent already provided in Condition
7 and/or any undertaking given in addition thereto or in substitution therefor
in the Substitution Documents in accordance with paragraph (c)
above.

     

    Upon
execution of the Substitution Documents as referred to in paragraph (b) above,
(i) the Substitute Issuer shall be the relevant Issuer named in the relevant
Notes, the Receipts and Coupons and the Agency Agreement as principal debtor in
place of the Retiring Issuer and the relevant Notes, Receipts and Coupons and
the Agency Agreement shall thereby be deemed to be amended to give effect to the
substitution of the Substitute Issuer as principal debtor and (ii) the Retiring
Issuer shall be released as aforesaid from all of its obligations as principal
debtor in respect of the relevant Notes, Receipts and Coupons and the Agency
Agreement.  With effect on and from the time of the substitution of
the Substitute Issuer in place of the Retiring Issuer:

     

    (A)           the
Retiring Issuer has no further obligations to any Noteholder or Couponholder in
relation to the relevant Notes, Receipts and Coupons;

     

    (B)           the
Substitute Issuer has rights which the Retiring Issuer had in respect of the
relevant Notes, Receipts and Coupons (in each case subject to paragraph (c)
above); and

     

    (C)           the
Substitute Issuer has assumed the obligations towards the Noteholders and
Couponholders which the Retiring Issuer had in respect of the relevant Notes,
Receipts and Coupons.

     

    The
Substitution Documents shall be deposited with and held by the Agent and (in the
case of Registered Notes) copied to the Registrar for so long as any of the
relevant Notes remain outstanding and for so long as any claim made against the
Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in
relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in
the case of Registered Notes) the Note Agency Agreement or the Substitution
Documents shall not have been finally adjudicated, settled or
discharged.  The Substitute Issuer and the Retiring Issuer shall
acknowledge in the Substitution Documents the right of every Noteholder to the
production of the Substitution Documents for the enforcement of any of the
relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of
Registered Notes) the Note Agency Agreement or the Substitution
Documents.

     

    Within 14
days of a substitution taking effect under this Condition 14, the Retiring
Issuer shall give notice of such substitution to the relevant Noteholders in
accordance with Condition 16.

     

    
      	
              15.

            	
              Meetings,
      Modifications and Waivers

            


    

     

    The
Agency Agreement contains provisions which, unless otherwise provided in the
Final Terms, are binding on the Issuer, the Noteholders, the Receiptholders and
the Couponholders, for convening meetings of holders of Notes, Receipts and
Coupons to consider matters affecting their interests, including the
modification or waiver of the Terms and Conditions applicable to the
Notes.

     

    The
Agency Agreement, (in the case of Registered Notes) the Note Agency Agreement,
the Notes and any Receipts and Coupons attached to the Notes may be amended by
the Issuer and (in the case of the Agency Agreement) the Agent and (in the case
of the Note Agency Agreement) the Registrar and the Canadian Paying Agent,
without the consent of the holder of any Note, Receipt or Coupon (i) for
the purpose of curing any ambiguity, or for curing, correcting or supplementing
any defective provision contained therein, or to evidence the succession of
another corporation to the Issuer as provided in Condition 13 or provide for
substitution of the Issuer as provided in Condition 14, (ii) to make any
further modifications of the terms of the Agency Agreement or (in the case
of

     


    
      
         


      

      
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    Registered
Notes) the Note Agency Agreement necessary or desirable to allow for the
issuance of any additional Notes (which modifications shall not be materially
adverse to holders of outstanding Notes) or (iii) in any manner which the
Issuer and (in the case of the Agency Agreement) the Agent and (in the case of
the Note Agency Agreement) the Registrar and the Canadian Paying Agent may deem
necessary or desirable and which shall not materially adversely affect the
interests of the holders of the Notes, Receipts and Coupons. In addition, with
the written consent of holders of a majority in aggregate nominal amount of the
Notes then outstanding affected thereby, or by resolution adopted by the holders
of a majority in aggregate nominal amount of Notes then outstanding present or
represented at a meeting of the holders of the Notes affected thereby at which a
quorum is present, as provided in the Agency Agreement (provided that such
resolution shall be approved by the holders of not less than 25 per cent.
of the aggregate nominal amount of Notes then outstanding affected thereby), the
Issuer and the Agent and (in the case of the Note Agency Agreement) the
Registrar and the Canadian Paying Agent may from time to time and at any time
enter into agreements modifying or amending the Agency Agreement or (in the case
of Registered Notes) the Note Agency Agreement or the terms and conditions of
the Notes, Receipts and Coupons for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of the Agency Agreement or
(in the case of Registered Notes) the Note Agency Agreement or of modifying in
any manner the rights of the holders of Notes, Receipts and Coupons; provided,
however, that no such agreement shall, without the consent or the affirmative
vote of the holder of each Note affected thereby, (i) change the stated
maturity of the principal of or any instalment of interest on any Note,
(ii) reduce the nominal amount of or interest on any Note,
(iii) change the obligation of the Issuer to pay Additional Amounts as
provided in Condition 7, (iv) reduce the percentage in nominal amount of
outstanding Notes the consent of the holders of which is necessary to modify or
amend the Agency Agreement or (in the case of Registered Notes) the Note Agency
Agreement or the terms and conditions of the Notes or to waive any future
compliance or past default, or (v) reduce the percentage in nominal amount
of outstanding Notes the consent of the holders of which is required at any
meeting of holders of Notes at which a resolution is adopted. The quorum at any
meeting called to adopt a resolution will be persons holding or representing a
majority in aggregate nominal amount of the Notes then outstanding affected
thereby and at any adjourned meeting will be one or more persons holding or
representing 25 per cent. in aggregate nominal amount of such Notes then
outstanding affected thereby. Any instrument given by or on behalf of any holder
of a Note in connection with any consent to any such modification, amendment or
waiver will be irrevocable once given and will be conclusive and binding on all
subsequent holders of such Note. Any modifications, amendments or waivers to the
Agency Agreement or (in the case of Registered Notes) to the Note Agency
Agreement or to the terms and conditions of the Notes, Receipts and Coupons will
be conclusive and binding on all holders of Notes, Receipts and Coupons, whether
or not they have given such consent or were present at any meeting, and whether
or not notation of such modifications, amendments or waivers is made upon the
Notes, Receipts and Coupons. It shall not be necessary for the consent of the
holders of Notes under this Condition 15 to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof.

     

    Notes
authenticated and delivered after the execution of any amendment to the Agency
Agreement, or (in the case of Registered Notes) to the Note Agency Agreement,
the Notes, Receipts or Coupons may bear a notation in form approved by the Agent
or (in the case of Registered Notes) Registrar as to any matter provided for in
such amendment to the Agency Agreement or (in the case of Registered Notes) to
the Note Agency Agreement.

     

    New Notes
so modified as to conform, in the opinion of the Agent or (in the case of
Registered Notes) the Registrar and the Issuer, to any modification contained in
any such amendment may be prepared by the Issuer, authenticated by the Agent or
(in the case of Registered Notes) the Registrar and delivered in exchange for
the Notes then outstanding.

     

    For the
purposes of this Condition 15, Condition 3 and Condition 9, the term “outstanding” means, in
relation to the Notes, all Notes issued under the Agency Agreement or the Note
Agency Agreement other than (i) those which have been redeemed in full in
accordance with the Agency Agreement or the Note Agency Agreement or these Terms
and Conditions, (ii) those in respect of

     


    
      
         


      

      
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    which the
date for redemption (whether in respect of the whole principal amount or the
final instalment (when redeemable in instalments)) in accordance with these
Terms and Conditions has occurred and the redemption moneys therefor (including
all interest (if any) accrued thereon to the date for such redemption and any
interest (if any) payable under these Terms and Conditions after such date) have
been duly paid to the Agent as provided in the Agency Agreement or (in the case
of Registered Notes) to the Registrar or the Canadian Paying Agent (and, where
appropriate, notice has been given to the Noteholders in accordance with
Condition 16) and remain available for payment against presentation of the
Notes, (iii) those which have become void under Condition 8,
(iv) those which have been purchased or otherwise acquired and cancelled as
provided in Condition 6, and those which have been purchased or otherwise
acquired and are being held by the Issuer for subsequent resale or reissuance as
provided in Condition 6 during the time so held, (v) those mutilated or
defaced Notes which have been surrendered in exchange for replacement Notes
pursuant to Condition 10, (vi) (for the purposes only of determining how
many Notes are outstanding and without prejudice to their status for any other
purpose) those Notes alleged to have been lost, stolen or destroyed and in
respect of which replacement Notes have been issued pursuant to Condition 10 and
(vii) temporary global Notes to the extent that they shall have been duly
exchanged in whole for permanent global Notes or definitive Notes and permanent
global Notes or registered global Notes to the extent that they shall have been
duly exchanged in whole for definitive Notes, in each case pursuant to their
respective provisions.

     

    
      	
              16.

            	
              Notices

            


    

     

    All
notices regarding the Notes shall be validly given if published in a leading
English language daily newspaper of general circulation in London (which is
expected to be the Financial
Times) or, if this is not practicable, one other such English language
newspaper as the Issuer, in consultation with the Agent, shall decide. The
Issuer shall also ensure that notices are duly published in a manner which
complies with the rules and regulations of any stock exchange on which the Notes
are for the time being admitted to trading or are listed by another relevant
authority. Any such notice published as aforesaid shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.  Receiptholders and Couponholders
will be deemed for all purposes to have notice of the contents of any notice
given to the holders of the Notes in accordance with this Condition
16.

     

    Until
such time as any definitive Notes are issued, so long as the global Note(s) is
or are held in its or their entirety on behalf of Euroclear and Clearstream,
Luxembourg, there may be substituted for such publication in such newspaper the
delivery of the relevant notice to Euroclear and Clearstream, Luxembourg for
communication by them to the holders of the Notes; provided that, for so long as
any Notes are admitted to trading on a stock exchange or are listed by another
relevant authority and the rules of that stock exchange or relevant authority so
require, such notice will be published in a daily newspaper of
general circulation in the place or places required by those rules. Any
notice delivered to Euroclear and Clearstream, Luxembourg shall be deemed to
have been given to the holders of the Notes on the third day after the day on
which the said notice was given to Euroclear and Clearstream, Luxembourg, or on
such other day as is specified in the applicable Final Terms.

     

    Notices
to holders of Registered Notes in definitive form will be deemed to be validly
given if sent by mail to them (or, in the case of joint holders of Registered
Notes, to the first-named in the register kept by the Registrar) at their
respective addresses as recorded in such register, and will be deemed to have
been validly given on the fourth business day after the date of such
mailing.

     

    Notices
to be given by any holder of the Notes shall be in writing and given by lodging
the same, together with the relative Note or Notes, in the case of Bearer Notes,
with the Agent or, in the case of Registered Notes, with the Registrar. While
any of the Notes are represented by a global Note, such notice may be given by
any holder of a Note to, in the case of Bearer Notes, the Agent or, in the case
of Registered Notes, the Registrar via Euroclear and/or Clearstream, Luxembourg,
as the case may be, in such manner as the Agent or Registrar and Euroclear
and/or Clearstream, Luxembourg, as the case may be, may approve for this
purpose.

     


    
      
         


      

      
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              17.

            	
              Further
      Issues

            


    

     

    The
Issuer shall be at liberty from time to time without the consent of the
Noteholders, Receiptholders or Couponholders to create and issue further notes
ranking pari passu in
all respects (or in all respects save for the Issue Date, the amount and the
date of the first payment of interest thereon and/or the Issue Price) and so
that the same shall be consolidated and form a single series with the
outstanding Notes and references in these Terms and Conditions to “Notes” shall be construed
accordingly.

     

    
      	
              18.

            	
              Redomination
      and Exchange

            


    

     

    The
Issuer may (if so specified in the applicable Final Terms) without the consent
of the holder of any Note, Receipt, Coupon or Talon, redenominate into euro all,
but not some only, of the Notes of any Series on or after the date on which the
member state of the European Union in whose national currency such Notes are
denominated has become a participant member in the third stage of the European
economic and monetary union as more fully set out in the applicable Final Terms.
The Issuer may (if so specified in the applicable Final Terms) without the
consent of the holder of any Note, Receipt, Coupon or Talon, elect that the
Notes shall be exchangeable for Notes expressed to be denominated in euro in
accordance with such arrangements as the Issuer may decide.

     

    
      	
              19.

            	
              Disapplication

            


    

     

    The Notes
confer no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Notes, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.

     

    
      	
              20.

            	
              Governing
      Law and Submission to Jurisdiction

            


    

     

    The
Agency Agreement, the Note Agency Agreement, the Notes, the Receipts and the
Coupons and any non-contractual obligations arising out of or in connection with
the Agency Agreement, the Note Agency Agreement, the Notes, the Receipts and the
Coupons are governed by, and shall be construed in accordance with, English
law.

     

    The
Issuer irrevocably agrees, for the exclusive benefit of the Noteholders, the
Receiptholders and the Couponholders, to the jurisdiction of the English courts
for all purposes in connection with the Agency Agreement, the Note Agency
Agreement, the Notes, the Receipts and the Coupons and any non-contractual
obligations arising out of or in connection with the Agency Agreement, the Note
Agency Agreement, the Notes, the Receipts and the Coupons and in relation
thereto the Issuer has appointed Toyota Financial Services (UK) PLC as its agent
for service of process on its behalf and has agreed that in the event of Toyota
Financial Services (UK) PLC ceasing so to act or ceasing to be registered in
England, it will appoint another person as its agent for service of process.
Without prejudice to the foregoing, the Issuer further irrevocably agrees that
any suit, action or proceedings arising out of or in connection with the Agency
Agreement, the Note Agency Agreement, the Notes, the Receipts and the Coupons
(including any suit, action or proceedings relating to any non-contractual
obligations arising out of or in connection with the Agency Agreement, the Note
Agency Agreement, the Notes, the Receipts and the Coupons) may be brought in any
other court of competent jurisdiction.

     


    
      
         


      

      
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    APPENDIX
B 

    FORMS
OF GLOBAL AND DEFINITIVE NOTES, COUPONS, RECEIPTS AND 

    TALONS

     


    
      
         


      

      
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    APPENDIX
B-1

     

    FORM
OF TEMPORARY GLOBAL NOTE

     

    ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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

     

    2[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.

    (a
private company incorporated with limited liability under the laws of the
Netherlands, with its corporate seat in Amsterdam, the
Netherlands)]

     

    [TOYOTA
CREDIT CANADA INC.

    (a
company incorporated with limited liability under the Canada Business
Corporations Act)]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED

    (ABN
48 002 435 181, a company registered in New South Wales and incorporated with
limited liability in Australia)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION

    (a
company incorporated with limited liability in California, United
States)]

     

    TEMPORARY
GLOBAL NOTE

     

    representing

     

    [Specified
Currency and Nominal Amount of Series]

     

    NOTES
DUE [Year of Maturity]

     

    Series
No. [   ]

     

    


     

    The Notes
represented by this Temporary Global Note have been admitted to the

     

    Official
List and admitted to trading on the London Stock Exchange plc’s Regulated
Market.3

     

    

      

    

      
      
        	
                1

              	
                Use
      this legend in the case of Notes with a maturity of more than 183
      days.  In the case of Notes with a maturity of 183 days or less,
      the following legend should be used:  By accepting this
      obligation, the holder represents and warrants that it is not a United
      States person (other than an exempt recipient described in Section
      6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
      and that it is not acting for or on behalf of a United States person
      (other than an exempt recipient described in Section 6049(b) of the
      Internal Revenue Code and the regulations
  thereunder).

              


      

       

    

      
      
        	
                2

              	
                Delete
      all but the relevant Issuer.

              


      

       

    

      
      
        	
                3

              	
                Delete
      in the case of all Notes other than Notes admitted to trading on the
      London Stock Exchange’s Regulated Market, or add reference to other Stock
      Exchange, if applicable.

              


      

       

    


    
      
         


      

      
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    This Note
is a Temporary Global Note in respect of a duly authorised issue of [Specified
Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount
of Series] Notes Due [Year of Maturity] (the Notes) of [Specified Currency
and Specified Denomination] each of 4[Toyota Motor Finance (Netherlands) B.V.]
[Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
Credit Corporation] (the Issuer).  References
herein to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out
in Appendix A to the Agency Agreement (as defined below) as modified and
supplemented by the information set out in Part A of the Final Terms relating to
the Notes (which are attached hereto) and, in the event of any conflict between
the provisions of the Conditions and the information set out in the Final Terms,
the latter shall prevail.  Words and expressions defined in the
Conditions and the Final Terms and not otherwise defined herein shall have the
same meanings when used in this Temporary Global Note.

     

    This
Temporary Global Note is issued subject to, and with the benefit of, the
Conditions and the Agency Agreement dated 26 September 2008 (the Agency Agreement, which
expression shall be construed as a reference to that agreement as the same may
be amended or supplemented from time to time), between Toyota Motor Finance
(Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited,
Toyota Motor Credit Corporation and The Bank of New York Mellon (the Agent); provided, however,
that references to the Conditions shall mean the Conditions in effect on the
date of this Temporary Global Note.

     

    This
Temporary Global Note is to be held by a common depositary (or, if the Final
Terms indicate that this Temporary Global Note is intended to be a New Global
Note, a common safekeeper) for Euroclear Bank S.A./N.V. (Euroclear), Clearstream
Banking, société anonyme (Clearstream, Luxembourg)
and/or such other relevant clearing agency as is specified in the Final Terms on
behalf of account holders which have the Notes represented by this Temporary
Global Note credited to their respective securities accounts therewith from time
to time.

     

    For value
received, the Issuer, subject to and in accordance with the Conditions, promises
to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
in instalments) and on the Maturity Date, and/or on such earlier date(s) as all
or any of the Notes represented by this Temporary Global Note may become due and
repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of the Notes then represented by this Temporary Global
Note on each such date and to pay interest (if any) on the nominal amount of the
Notes from time to time represented by this Temporary Global Note calculated and
payable as provided in the Conditions together with any other sums payable under
the Conditions, upon presentation and, at maturity, surrender of this Temporary
Global Note to or to the order of the Agent at the principal office of the Agent
in London, or at the offices of any of the other paying agents located outside
the United States of America, its territories and possessions, any State of the
United States and the District of Columbia (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes,
but in each case subject to the requirements as to certification provided
herein.  Any monies paid by the Issuer to the Agent for the payment of
principal or interest on any Notes and remaining unclaimed at the end of one
year after such principal or interest shall have become due and payable (whether
at maturity, upon call for redemption or otherwise) shall then be repaid to the
Issuer and upon such repayment all liability of the Agent with respect thereto
shall thereupon cease, without, however, limiting in any way any
obligation

     

    

      

    

      
      
        	
                 
      

              	
                4
      Delete all but the relevant Issuer.

              


      

       

    


    
      
         


      

      
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    the
Issuer may have to pay the principal of or interest on this Temporary Global
Note as the same shall become due.

     

    If the
Final Terms indicate that this Temporary Global Note is intended to be a New
Global Note, the nominal amount of Notes represented by this Temporary Global
Note shall be the aggregate amount from time to time entered in the records of
both Euroclear and Clearstream, Luxembourg (together, the relevant Clearing
Systems).  The records of the relevant Clearing Systems (which
expression in this Temporary Global Note means the records that each relevant
Clearing System holds for its customers which reflect the amount of such
customer’s interest in the Notes) shall be conclusive evidence of the nominal
amount of Notes represented by this Temporary Global Note and, for these
purposes, a statement issued by a relevant Clearing System (which statement
shall be made available to the bearer upon request) stating the nominal amount
of Notes represented by this Temporary Global Note at any time shall be
conclusive evidence of the records of the relevant Clearing System at that
time.

     

    If the
Final Terms indicate that this Temporary Global Note is not intended to be a New
Global Note, the nominal amount of the Notes represented by this Temporary
Global Note shall be the amount stated in the Final Terms or, if lower, the
nominal amount most recently entered by or on behalf of the Issuer in the
relevant column in Part II of Schedule One or in Schedule Two
hereto.

     

    On any
redemption of, or payment of an instalment or interest being made in respect of,
or purchase and cancellation of, any of the Notes represented by this Temporary
Global Note, the Issuer shall procure that:

     

    
      	
               
      

            	
              (i)

            	
              if
      the Final Terms indicate that this Temporary Global Note is intended to be
      a New Global Note, details of such redemption, payment or purchase and
      cancellation (as the case may be) shall be entered pro rata in the records
      of the relevant Clearing Systems and, upon any such entry being made, the
      nominal amount of the Notes recorded in the records of the relevant
      Clearing Systems and represented by this Temporary Global Note shall be
      reduced by the aggregate nominal amount of the Notes so redeemed or
      purchased and cancelled or by the aggregate amount of such instalment so
      paid; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Final Terms indicate that this Temporary Global Note is not intended
      to be a New Global Note, details of such redemption, payment or purchase
      and cancellation (as the case may be) shall be entered by or on behalf of
      the Issuer in Part I or II of Schedule One or in Schedule Two hereto and
      the relevant space in Schedule Two hereto recording any such redemption,
      payment or purchase and cancellation (as the case may be) shall be signed
      by or on behalf of the Issuer.  Upon any such redemption,
      payment of an instalment or purchase and cancellation, the nominal amount
      of this Temporary Global Note and the Notes represented by this Temporary
      Global Note shall be reduced by the nominal amount of such Notes so
      redeemed or purchased and cancelled or by the amount of such instalment so
      paid.

            


    

     

    Payments
due in respect of Notes for the time being represented by this Temporary Global
Note shall be made to the bearer of this Temporary Global Note and each payment
so made will discharge the Issuer’s obligations in respect
thereof.  Any failure to make the entries referred to above shall not
affect such discharge.

     


    
      
         


      

      
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    5[For the purposes only of the Interest Act
(Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
which is equivalent to the Fixed Rate of Interest per annum, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of
Interest by a fraction of which: (a) the numerator is the product of (i) the
actual number of days in a year commencing on and including the first day of
such period and ending on but not including the corresponding day in the next
calendar year and (ii) the sum of (y) the product of 30 and the number of
complete months elapsed in such period and (z) the number of days elapsed in any
incomplete month in such period treating all calendar months as having 30 days;
and (b) the denominator is the product of 360 and the actual number of days in
such period (including the first but excluding the last, such
day).  For the purposes only of the Interest Act (Canada), in respect
of Floating Rate Notes the nominal yearly rate of interest which is equivalent
to the Rate of Interest per annum for any Specified Period (as defined in the
Final Terms) calculated on the basis of a year of 365 or 360 days may be
calculated by multiplying such Rate of Interest by a fraction of which the
numerator is the actual number of days in a year commencing on and including the
first day of such Specified Period and ending on but not including the
corresponding day in the next calendar year and the denominator is 365 or 360,
as the case may be.]

     

    Prior to
the Exchange Date (as defined below), all payments (if any) on this Temporary
Global Note will only be made to the bearer hereof to the extent that there is
presented to the Agent by a relevant Clearing System a certificate to the effect
that it has received from or in respect of a person entitled to a particular
nominal amount of the Notes (as shown by its records) a certificate of non-US
beneficial ownership in the form required by it.  On or after the
Exchange Date the bearer of this Temporary Global Note will not be entitled to
receive any payment of interest due unless, upon due certification, exchange of
this Temporary Global Note is improperly withheld or refused.

     

    On or
after the date which is 40 days after the completion of the distribution of the
Notes represented by this Temporary Global Note or, at the option of the Issuer
(with the consent of the lead manager(s) of the Tranche(s) of Notes of the
relevant Series) the date which is 40 days after the completion of the
distribution of any additional issuance or issuances of one or more Tranches of
Notes of the same Series that occurs within the 40 day period after the issue of
this Temporary Global Note (the latest of such dates referred to
as  the Exchange
Date), [but only if the final instalment on all such outstanding Notes
has been paid]6 this Temporary Global Note may be exchanged in
whole or in part (free of charge) for, as specified in the Final Terms, either
(a) Definitive Bearer Notes and (if applicable) Coupons, Receipts and Talons in
or substantially in the forms set out in Appendices B-3, B-4, B-5 and B-6,
respectively, to the Agency Agreement (on the basis that all appropriate details
have been included on the face of such Definitive Bearer Notes and (if
applicable) Coupons, Receipts and Talons and the Final Terms (or the relevant
provisions of the Final Terms) have either been endorsed on or attached to such
Definitive Bearer Notes) or, (b) either, (if the Final Terms indicate that this
Temporary Global Note is intended to be a New Global Note) interests recorded in
the records of the relevant Clearing Systems in a Permanent Global Note or (if
the Final Terms indicate that this Temporary Global Note is not intended to be a
New Global Note) a Permanent Global Note which, in either case, is in the form
or substantially in the form set out in Appendix B-2 to the Agency Agreement
(together with the Final Terms

     

    

      

    

      
      
        	
                5

              	
                Delete
      if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Finance
      Australia Limited or Toyota Motor Credit
  Corporation.

              


      

       

    

      
      
        	
                6

              	
                Delete
      if this Temporary Global Note is not issued in respect of a Tranche of
      Notes described as Partly Paid Notes in the Final
  Terms.

              


      

       

    


    
      
         


      

      
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    attached
thereto) in each case upon notice being given to the Agent by the relevant
Clearing System acting on the instructions of any holder of an interest in this
Temporary Global Note.

     

    The
Issuer shall procure that Definitive Bearer Notes or (as the case may be)
the  interests in the Permanent Global Note shall be issued and
delivered and (in the case of the Permanent Global Note where the Final Terms
indicate that this Temporary Global Note is intended to be a New Global Note)
recorded in the records of the relevant Clearing System in exchange for only
that portion of this Temporary Global Note in respect of which there shall have
been presented to the Agent by a relevant Clearing System a certificate to the
effect that it has received from or in respect of a person entitled to a
beneficial interest in a particular nominal amount of the Notes (as shown by its
records) a certificate of non-US beneficial ownership from such person in the
form required by it and, in the case of Definitive Bearer Notes, subject to such
notice period and payment of costs as may be specified in the Final
Terms.

     

    If
Definitive Bearer Notes and (if applicable) Coupons, Receipts and Talons have
already been issued in exchange for all the Notes represented for the time being
by the Permanent Global Note, then this Temporary Global Note may only
thereafter be exchanged for Definitive Bearer Notes and (if applicable) Coupons,
Receipts and Talons pursuant to the terms hereof.

     

    On an
exchange of the whole of this Temporary Global Note, this Temporary Global Note
shall be surrendered to or to the order of the Agent.  On an exchange
of part only of this Temporary Global Note, the Issuer shall procure
that:

     

    
      	
               
      

            	
              (i)

            	
              if
      the Final Terms indicate that this Temporary Global Note is intended to be
      a New Global Note, details of such exchange shall be entered pro rata in
      the records of the relevant Clearing Systems;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Final Terms indicate that this Temporary Global Note is not intended
      to be a New Global Note, details of such exchange shall be entered by or
      on behalf of the Issuer in Schedule Two hereto and the relevant space in
      Schedule Two hereto recording such exchange shall be signed by or on
      behalf of the Issuer whereupon the nominal amount of this Temporary Global
      Note and the Notes represented by this Temporary Global Note shall be
      reduced by the nominal amount so exchanged.  If, following the
      issue of a Permanent Global Note in exchange for some of the Notes
      represented by this Temporary Global Note, further Notes represented by
      this Temporary Global Note are to be exchanged pursuant to this paragraph,
      such exchange may be effected, without the issue of a new Permanent Global
      Note, by the Issuer or its agent endorsing Schedule Two of the Permanent
      Global Note previously issued to reflect an increase in the aggregate
      nominal amount of the Permanent Global Note which would otherwise have
      been issued on such exchange.

            


    

     

    Until the
exchange of the whole of this Temporary Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided in this Temporary
Global Note) be entitled to the same benefits as if it were bearer of Definitive
Bearer Notes, and the relative Coupons, Receipts and Talons in the form set out
in Appendices B-3, B-4, B-5 and B-6, respectively, to the Agency
Agreement.

     

    Accordingly,
except as ordered by a court of competent jurisdiction or as required by law or
applicable regulation, the Issuer and any Paying Agent may deem and treat the
bearer hereof as the absolute owner of this Temporary Global Note for all
purposes (whether or not

     


    
      
         


      

      
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     this
Temporary Global Note shall be overdue and notwithstanding any notice of
ownership or writing hereon or notice of any previous loss or theft or trust or
other interest herein).  In the event that this Temporary Global Note
(or any part of it) has become due and repayable in accordance with Condition 9
and payment in full of the amount due has not been made to the bearer in
accordance with the provisions set out above then this Temporary Global Note
will become void at 8.00 p.m. (London time) on such day and the bearer will have
no further rights under this Temporary Global Note (but without prejudice to the
rights which the bearer or any other person may have under Clause 31 of the
Agency Agreement in respect of the Notes issued under the Programme Agreement
pursuant to which this Temporary Global Note is issued).

     

    This
Temporary Global Note and any non-contractual obligations arising out of or in
connection with it shall be governed by, and construed in accordance with,
English law.

     

    This
Temporary Global Note shall not be valid unless authenticated by the Agent and,
if the Final Terms indicate that this Temporary Global Note is intended to be a
New Global Note (i) which is intended to be held in a manner which would allow
Eurosystem eligibility, or (ii) in respect of which the Issuer has notified the
Agent that effectuation is to be applicable, effectuated by the entity appointed
as common safekeeper by the relevant Clearing Systems.  This Temporary
Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Issuer has caused this Temporary Global Note to be duly
executed on its behalf.

     

    Dated

     

    
      	 
      	
              7[TOYOTA MOTOR FINANCE (NETHERLANDS)
      B.V.]

               

            
	 
      	
              By:  _________________   By:  _________________

              Authorised
      Signatory                    Authorised
      Signatory

            
	 
      	
              [TOYOTA
      CREDIT CANADA INC.]

              [TOYOTA
      FINANCE AUSTRALIA LIMITED]

              [TOYOTA
      MOTOR CREDIT CORPORATION]

            
	 
      	
              By:  _________________

              Authorised
      Signatory

            


    

    


     

    
      	
              Authenticated
      by

              The
      Bank of New York Mellon

            	 
      
	
               

              By:  ________________________

                      Authorised
      Signatory

            	 
      
	
              8Effectuated without
recourse,

              warranty
      or liability by:

            	 
      
	
              [insert name of common
      safekeeper]

              as
      common safekeeper

            	 
      
	
              By:________________________

            	 
      


    

    


     

    

      

    

      
      7Delete
all but the relevant Issuer.

    

      
      8This
should only be completed where the Final Terms indicate that this Temporary
Global Note is intended to be a New Global Note.

    


    
      
         


      

      
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    SCHEDULE
ONE*

     

    


     

    PART
I

     

    


     

    INTEREST
PAYMENTS

     

    
      	
              Interest

              Payment
      Date

            	
              Date
      of Payment

            	
              Total
      Amount of Interest Payable

            	
              Amount
      of Interest Paid

            	
              Confirmation
      of payment by or on behalf of the Issuer

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
numbering until the appropriate number of interest payment dates for the
particular Series of Notes is reached.]

     

    

      

    

      
      
        	
                *

              	
                Schedule
      One should be completed where the Final Terms indicate that this Temporary
      Global Note is not intended to be a New Global
  Note.

              


      

       

    


    
      
         


      

      
        Page
86

        
          

        

      

      
         


      

    


    SCHEDULE
ONE

     

    


     

    PART
II

     

    


     

    INSTALMENT
PAYMENTS

     

    
      	
              Instalment
      Date

            	
              Date
      of Payment

            	
              Total
      Amount of Instalments Payable

            	
              Amount
      of Instalments Paid

            	
              Remaining
      nominal amount of this Temporary Global Note following such payment*

            	
              Confirmation
      of payment by or on behalf of the Issuer

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
numbering until the appropriate number of Instalment Dates for the particular
Series of Notes is reached]

     

    

      

    

      
      *See most
recent entry in Schedule Two in order to determine this
amount.

    


    
      
         


      

      
        Page
87

        
          

        

      

      
         


      

    


    SCHEDULE
TWO*

     

    


     

    SCHEDULE
OF EXCHANGES

     

    FOR
NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS

     

    The
following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note or Definitive Bearer Notes or redemptions
or purchases and cancellation of this Temporary Global Note have been
made:

     

    
      	
              Date
      of exchange, or redemption or purchase and cancellation

            	
              Part
      of nominal amount of this Temporary Global Note exchanged for Notes
      represented by a Permanent Global Note or Definitive Bearer Notes or
      redeemed or purchased and cancelled**

            	
              Remaining
      nominal amount of this Temporary Global Note following such exchange, or
      redemption or purchase and cancellation**

            	
              Notation
      made by or on behalf of the Issuer

            
	 
      	 
      	 
      	 
      
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	 
      	 
      	 
      	 
      


    

     

    


     

    

      

    

      
      
        	
                *

              	
                Schedule
      Two should only be completed where the Final Terms indicates that this
      Temporary Global Note is not intended to be a New Global
    Note.

              


      

       

    

      
      **See
most recent entry in Part II in order to determine this
amount.

    


    
      
         


      

      
        Page
88

        
          

        

      

      
         


      

    


     

    APPENDIX
B-2

     

    FORM
OF PERMANENT GLOBAL NOTE

     

    ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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

     

    2[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.

    (a
private company incorporated with limited liability under the laws of the
Netherlands, with its corporate seat in Amsterdam, the
Netherlands)]

     

    [TOYOTA
CREDIT CANADA INC.

    (a
company incorporated with limited liability under the Canada Business
Corporations Act)]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED

    (ABN
48 002 435 181, a company registered in New South Wales and incorporated with
limited liability in Australia)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION

    (a
company incorporated with limited liability in California, United
States)]

     

    PERMANENT
GLOBAL NOTE

     

    representing

     

    [Specified
Currency and Nominal Amount of Series]

     

    NOTES
DUE [Year of Maturity]

     

    Series
No.                      [       ]

     

    The Notes
represented by this Permanent Global Note have been admitted to the Official
List and admitted to trading on the London Stock Exchange plc’s Regulated
Market.3

     

    

      

    

      
      
        	
                1

              	
                Use
      this legend in the case of Notes with a maturity of more than 183
      days.  In the case of Notes with a maturity of 183 days or less,
      the following legend should be used: By accepting this obligation, the
      holder represents and warrants that it is not a United States person
      (other than an exempt recipient described in Section 6049(b)(4) of the
      Internal Revenue Code and the regulations thereunder) and that it is not
      acting for or on behalf of a United States person (other than an exempt
      recipient described in Section 6049(b)(4) of the Internal Revenue Code and
      the regulations thereunder).

              


      

       

    

      
      
        	
                2

              	
                Delete
      all but the relevant Issuer.

              


      

       

    

      
      
        	
                3

              	
                Delete
      in the case of all Notes other than Notes admitted to trading on the
      London Stock Exchange’s Regulated Market, or add reference to other Stock
      Exchange, if applicable.

              


      

       

    


    
      
         


      

      
        Page
89

        
          

        

      

      
         


      

    


    This Note
is a Permanent Global Note in respect of a duly authorised issue of [Specified
Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount
of Series] Notes Due [Year of Maturity] (the Notes) of [Specified Currency
and Specified Denomination] each of 4[Toyota Motor Finance (Netherlands) B.V.]
[Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
Credit Corporation] (the Issuer).  References
herein to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out
in Appendix A to the Agency Agreement (as defined below) as modified and
supplemented by Part A of the Final Terms relating to the Notes (which are
attached hereto) and, in the event of any conflict between the provisions of the
Conditions and the information set out in the Final Terms, the latter shall
prevail.  Words and expressions defined in the Conditions and the
Final Terms and not otherwise defined herein shall have the same meanings when
used in this Permanent Global Note.

     

    This
Permanent Global Note is issued subject to, and with the benefit of, the
Conditions and the Agency Agreement dated 26 September 2008 (the Agency Agreement, which
expression shall be construed as a reference to that agreement as the same may
be amended or supplemented from time to time), between Toyota Motor Finance
(Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited,
Toyota Motor Credit Corporation and The Bank of New York Mellon (the Agent); provided, however,
that references to the Conditions shall mean the Conditions in effect on the
date of issue of the Temporary Global Note that originally represented this
Permanent Global Note.

     

    This
Permanent Global Note is to be held by a common depositary (or, if the Final
Terms indicate that this Permanent Global Note is intended to be a New Global
Note, a common safekeeper) for Euroclear Bank S.A./N.V. (Euroclear), Clearstream
Banking, société anonyme (Clearstream, Luxembourg)
and/or such other relevant clearing agency as is specified in the Final Terms on
behalf of account holders which have the Notes represented by this Permanent
Global Note credited to their respective securities accounts therewith from time
to time.

     

    For value
received, the Issuer, subject to and in accordance with the Conditions, promises
to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
in instalments) and on the Maturity Date, and/or on such earlier date(s) as all
or any of the Notes represented by this Permanent Global Note may become due and
repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of the Notes then represented by this Permanent Global
Note on each such date and to pay interest (if any) on the nominal amount of the
Notes from time to time represented by this Permanent Global Note calculated and
payable as provided in the Conditions together with any other sums payable under
the Conditions, upon presentation and, at maturity, surrender of this Permanent
Global Note to or to the order of the Agent at the principal office of the Agent
in London, or at the offices of any of the other paying agents located outside
of the United States of America, its territories and possessions, any State of
the United States and the District of Columbia (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes,
but in each case subject to the requirements as to certification provided
herein.  Any monies paid by the Issuer to the Agent for the payment of
principal or interest on any Notes and remaining unclaimed at the end of one
year after such principal or interest shall have become due and payable (whether
at maturity, upon call for redemption or otherwise) shall then be repaid to the
Issuer and upon such repayment all liability of the Agent with respect thereto
shall thereupon cease, without, however, limiting in any way any obligation the
Issuer may have to pay the principal of or interest on this Permanent Global
Note as the same shall become due.

     

    

      

    

      
      
        	
                4

              	
                Delete
      all but the relevant Issuer.

              


      

       

    


    
      
         


      

      
        Page
90

        
          

        

      

      
         


      

    


    If the
Final Terms indicate that this Permanent Global Note is intended to be a New
Global Note, the nominal amount of Notes represented by this Permanent Global
Note shall be the aggregate amount from time to time entered in the records of
both Euroclear and Clearstream, Luxembourg (together, the relevant Clearing
Systems).  The records of the relevant Clearing Systems (which
expression in this Permanent Global Note means the records that each relevant
Clearing System holds for its customers which reflect the amount of such
customer’s interest in the Notes) shall be conclusive evidence of the nominal
amount of Notes represented by this Permanent Global Note and, for these
purposes, a statement issued by a relevant Clearing System (which statement
shall be made available to the bearer upon request) stating the nominal amount
of Notes represented by this Permanent Global Note at any time shall be
conclusive evidence of the records of the relevant Clearing System at that
time.

     

    If the
Final Terms indicate that this Permanent Global Note is not intended to be a New
Global Note, the nominal amount of the Notes represented by this Permanent
Global Note shall be the amount stated in the Final Terms or, if lower, the
nominal amount most recently entered by or on behalf of the Issuer in the
relevant column in Part II of Schedule One or in Schedule Two
hereto.

     

    On any
redemption of, or payment of an instalment or interest being made in respect of,
or purchase and cancellation of, any of the Notes represented by this Permanent
Global Note, the Issuer shall procure that:

     

    
      	
               
      

            	
              (i)

            	
              if
      the Final Terms indicate that this Permanent Global Note is intended to be
      a New Global Note, details of such redemption, payment or purchase and
      cancellation (as the case may be) shall be entered pro rata in the records
      of the relevant Clearing Systems and, upon any such entry being made, the
      nominal amount of the Notes recorded in the records of the relevant
      Clearing Systems and represented by this Permanent Global Note shall be
      reduced by the aggregate nominal amount of the Notes so redeemed or
      purchased and cancelled or by the aggregate amount of such instalment so
      paid; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Final Terms indicate that this Permanent Global Note is not intended
      to be a New Global Note, details of such redemption, payment or purchase
      and cancellation (as the case may be) shall be entered by or on behalf of
      the Issuer in Part I or II of Schedule One or in Schedule Two hereto and
      the relevant space in Schedule Two hereto recording any such redemption,
      payment or purchase and cancellation (as the case may be) shall be signed
      by or on behalf of the Issuer.  Upon any such redemption,
      payment of an instalment or purchase and cancellation, the nominal amount
      of this Permanent Global Note and the Notes represented by this Permanent
      Global Note shall be reduced by the nominal amount of such Notes so
      redeemed or purchased and cancelled or the amount of such instalment so
      paid.

            


    

     

    Payments
due in respect of Notes for the time being represented by this Permanent Global
Note shall be made to the bearer of this Permanent Global Note and each payment
so made will discharge the Issuer’s obligations in respect
thereof.  Any failure to make the entries referred to above shall not
affect such discharge.

     

    If the
Notes represented by this Permanent Global Note were, on issue, represented by a
Temporary Global Note then on any exchange of any such Temporary Global Note for
this Permanent Global Note or any part of it, the Issuer shall procure
that:

     


    
      
         


      

      
        Page
91

        
          

        

      

      
         


      

    


    (i)           if
the Final Terms indicate that this Permanent Global Note is intended to be a New
Global Note, details of such exchange shall be entered in the records of the
relevant Clearing Systems; or

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Final Terms indicate that this Permanent Global Note is not intended
      to be a New Global Note, details of such exchange shall be entered by or
      on behalf of the Issuer in Schedule Two hereto and the relevant space in
      Schedule Two hereto recording any such exchange shall be signed by or on
      behalf of the Issuer.  Upon any such exchange, the nominal
      amount of this Permanent Global Note and the Notes represented by this
      Permanent Global Note shall be increased by the nominal amount of the
      Notes so exchanged.

            


    

     

    5[For the purposes only of the Interest Act
(Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
which is equivalent to the Fixed Rate of Interest per annum, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of
Interest by a fraction of which: (a) the numerator is the product of (i) the
actual number of days in a year commencing on and including the first day of
such period and ending on but not including the corresponding day in the next
calendar year and (ii) the sum of (y) the product of 30 and the number of
complete months elapsed in such period and (z) the number of days elapsed in any
incomplete month in such period treating all calendar months as having 30 days;
and (b) the denominator is the product of 360 and the actual number of days in
such period (including the first but excluding the last, such
day).  For the purposes only of the Interest Act (Canada), in respect
of Floating Rate Notes the nominal yearly rate of interest which is equivalent
to the Rate of Interest per annum for any Specified Period (as defined in the
Final Terms) calculated on the basis of a year of 365 or 360 days may be
calculated by multiplying such Rate of Interest by a fraction of which the
numerator is the actual number of days in a year commencing on and including the
first day of such Specified Period and ending on but not including the
corresponding day in the next calendar year and the denominator is 365 or 360,
as the case may be.]

     

    In
certain circumstances further notes may be issued which are intended on issue to
be consolidated and form a single Series with the Notes.  In such
circumstances the Issuer shall procure that:

     

    
      	
               
      

            	
              (i)

            	
              if
      the Final Terms indicate that this Permanent Global Note is intended to be
      a New Global Note, details of such further notes shall be entered in the
      records of the relevant Clearing Systems;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Final Terms indicate that this Permanent Global Note is not intended
      to be a New Global Note, details of such increase in the size of the
      Series shall be entered by or on behalf of the Issuer in Schedule Two and
      the relevant space in Schedule Two recording such exchange shall be signed
      by or on behalf of the Issuer, whereupon the nominal amount of this
      Permanent Global Note and the Notes represented by this Permanent Global
      Note shall be increased by the nominal amount of any such Temporary Global
      Note so exchanged.

            


    

     

    This
Permanent Global Note may (under the circumstances set forth in the Conditions
and the Final Terms) be exchanged, in whole, but not in part, for Definitive
Bearer Notes and

     

    

      

    

      
      
        	
                5

              	
                Delete
      if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Finance
      Australia Limited or Toyota Motor Credit
  Corporation.

              


      

       

    


    
      
         


      

      
        Page
92

        
          

        

      

      
         


      

    


    (if
applicable) Coupons, Receipts and Talons in or substantially in the forms set
out in Appendices B-3, B-4, B-5 and B-6, respectively, of the Agency Agreement
(on the basis that all appropriate details have been included on the face of
such Definitive Bearer Notes and (if applicable) Coupons, Receipts and Talons
and the Final Terms (or the relevant provisions of the Final Terms) have been
either endorsed on or attached to such Definitive Bearer Notes) in denominations
of [Specified Currency and Specified Denomination] each upon either, as
specified in the Final Terms:

     

    
      	
               
      

            	
              (a)

            	
              upon
      not less than 60 days’ written notice being given to the Agent by the
      relevant Clearing Systems acting on the instructions of any holder of an
      interest in this Permanent Global Note;
or

            


    

     

    (b)           only
upon the occurrence of an Exchange Event; or

     

    (c)           at
any time at the request of the Issuer.

     

    An Exchange Event
means:

     

    
      	
               
      

            	
              (i)

            	
              an
      Event of Default (as defined in Condition 9) has occurred and is
      continuing; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Issuer has been notified that both Euroclear and Clearstream, Luxembourg
      (or any other agreed clearing system in which this Permanent Global Note
      is being held) have been closed for business for a continuous period of 14
      days (other than by reason of holiday, statutory or otherwise) or have
      announced an intention permanently to cease business or have in fact done
      so and, as a result, Euroclear and Clearstream, Luxembourg or such other
      agreed clearing system in which this Permanent Global Note is being held
      are no longer willing or able to discharge properly their responsibilities
      with respect to this Permanent Global Note and the Agent and the Issuer
      are unable to locate a qualified successor;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Issuer has or will become subject to adverse tax consequences which would
      not be suffered were the Notes represented by this Permanent Global Note
      in definitive form.

            


    

     

    If this
Permanent Global Note is exchangeable following the occurrence of an Exchange
Event:

     

    
      	
               
      

            	
              (A)

            	
              the
      Issuer will promptly give notice to Noteholders in accordance with
      Condition 16 if an Exchange Event occurs;
and

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the event of the occurrence of any Exchange Event, one or more of the
      relevant Clearing Systems (acting on the instructions of any holder of an
      interest in this Permanent Global Note) may give notice to the Agent
      requesting exchange and, in the event of the occurrence of an Exchange
      Event as described in (iii) above, the Issuer may also give notice to the
      Agent requesting exchange.  Any such exchange shall occur not
      later than 45 days after the date of receipt of the first relevant notice
      by the Agent.

            


    

     

    The
exchange, if any, will be made upon presentation of this Permanent Global Note
by the bearer hereof on any day (other than a Saturday or a Sunday) on which
banks are open for general business in London at the principal office of the
Agent in London; provided, however, the first notice given to the Agent by
Euroclear, Clearstream, Luxembourg and/or

     


    
      
         


      

      
        Page
93

        
          

        

      

      
         


      

    


    such
other relevant clearing agency or the Issuer shall give rise to the issue of
Definitive Bearer Notes for the total amount of Notes represented by this
Permanent Global Note.  The aggregate nominal amount of Definitive
Bearer Notes issued upon an exchange of this Permanent Global Note will be equal
to the aggregate nominal amount of this Permanent Global Note submitted by the
bearer hereof for exchange (to the extent that such nominal amount does not
exceed the aggregate nominal amount of this Permanent Global Note, as adjusted,
as shown in Schedule Two hereto if the Final Terms indicate that this Permanent
Global Note is not intended to be a New Global Note, or in the records of the
relevant Clearing Systems if the applicable Final Terms indicate that this
Permanent Global Note is intended to be a New Global Note).  On an
exchange of this Permanent Global Note, this Permanent Global Note shall be
surrendered to or to the order of the Agent.

     

    Until the
exchange of the whole of this Permanent Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided in this Permanent
Global Note) be entitled to the same benefits as if it were the bearer of
Definitive Bearer Notes, and the relative Coupons, Receipts and Talons in the
form set out in Appendices B-3, B-4, B-5 and B-6, respectively, to the Agency
Agreement.

     

    Accordingly,
except as ordered by a court of competent jurisdiction or as required by law or
applicable regulation, the Issuer and any Paying Agent may deem and treat the
bearer hereof as the absolute owner of this Permanent Global Note for all
purposes (whether or not this Permanent Global Note shall be overdue and
notwithstanding any notice of ownership or writing hereon or notice of any
previous loss or theft or trust or other interest herein). In the event that
this Permanent Global Note (or any part of it) has become due and repayable in
accordance with Condition 9 and payment in full of the amount due has not been
made to the bearer in accordance with the provisions set out above then this
Permanent Global Note will become void at 8.00 p.m. (London time) on such day
and the bearer will have no further rights under this Permanent Global Note (but
without prejudice to the rights which the bearer or any other person may have
under Clause 31 of the Agency Agreement in respect of the Notes issued under the
Programme Agreement pursuant to which this Permanent Global Note is
issued).

     

    This
Permanent Global Note and any non-contractual obligations arising out of or in
connection with it shall be governed by, and construed in accordance with,
English law.

     

    This
Permanent Global Note shall not be valid unless authenticated by the Agent and,
if the Final Terms indicate that this Permanent Global Note is intended to be a
New Global Note (i) which is intended to be held in a manner which would allow
Eurosystem eligibility, or (ii) in respect of which the Issuer has notified the
Agent that effectuation is to be applicable, effectuated by the entity appointed
as common safekeeper by the relevant Clearing Systems.  This Permanent
Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.

     


    
      
         


      

      
        Page
94

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Issuer
has caused this Permanent Global Note to be duly executed on its
behalf.

     

    Dated

     

    
      	 
      	
              6[TOYOTA MOTOR FINANCE (NETHERLANDS)
      B.V.]

               

            
	 
      	
              By:  _________________   By:  _________________

              Authorised
      Signatory                    Authorised
      Signatory

            
	 
      	
              [TOYOTA
      CREDIT CANADA INC.]

              [TOYOTA
      FINANCE AUSTRALIA LIMITED]

              [TOYOTA
      MOTOR CREDIT CORPORATION]

            
	 
      	
              By:  _________________

              Authorised
      Signatory

            


    

    


     

    
      	
              Authenticated
      by

              The
      Bank of New York Mellon

            	 
      
	
               

              By:  ________________________

                      Authorised
      Signatory

            	 
      
	
              7Effectuated without
recourse,

              warranty
      or liability by:

            	 
      
	
              [insert name of common
      safekeeper]

              as
      common safekeeper

            	 
      
	
              By:________________________

            	 
      


    

    


     

    

      

    

      
      6Delete
all but the relevant Issuer.

    

      
      7This
should only be completed where the Final Terms indicate that this Permanent
Global Note is intended to be a New Global Note.

    


    
      
         


      

      
        Page
95

        
          

        

      

      
         


      

    


    SCHEDULE
ONE*

     

    PART
I


    INTEREST
PAYMENTS

     

    
      	
              Interest

              Payment
      Date

            	
              Date
      of Payment

            	
              Total
      Amount of Interest Payable

            	
              Amount
      of Interest Paid

            	
              Confirmation
      of payment by or on behalf of the Issuer

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
numbering until the appropriate number of interest payment dates for the
particular Series of Notes is reached]

     

    

      

    

      
      
        	
                *

              	
                Schedule
      One should only be completed where the Final Terms indicate that this
      Permanent Global Note is not intended to be a New Global
    Note.

              


      

       

    


    
      
         


      

      
        Page
96

        
          

        

      

      
         


      

    


    SCHEDULE
ONE

     

    PART
II

     

    INSTALMENT
PAYMENTS

     

    
      	
              Instalment
      Date

            	
              Date
      of Payment

            	
              Total
      Amount of Instalments Payable

            	
              Amount
      of Instalments Paid

            	
              Remaining
      nominal amount of this Permanent Global Note following such payment*

            	
              Confirmation
      of payment by or on behalf of the Issuer

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
numbering until the appropriate number Instalment Dates for the particular
Series of Notes is reached.]

     

    

      

    

      
      *
See most recent entry in Schedule Two in order to determine this
amount.

    


    
      
         


      

      
        Page
97

        
          

        

      

      
         


      

    


    SCHEDULE TWO*

    SCHEDULE
OF EXCHANGES OF A TEMPORARY

    GLOBAL
NOTE AND FOR DEFINITIVE BEARER NOTES

    OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS

     

    The
following increases of this Permanent Global Note, exchanges of this Permanent
Global Note for Definitive Bearer Notes or redemptions or purchases and
cancellations of this Permanent Global Note have been made:

     

    
      	
              Date
      of exchange, or redemption or purchase and cancellation

            	
              Increase
      in nominal amount of this Permanent Global Note due to exchanges of a
      Temporary Global Note for this Permanent Global Note

            	
              Part
      of nominal amount of this Permanent Global Note exchanged for Definitive
      Bearer Notes or redeemed or purchased and cancelled**

            	
              Remaining
      amount payable under this Permanent Global Note following such exchange,
      or redemption or purchase and cancellation**

            	
              Notation
      made by or on behalf of the Issuer

            
	 
      	 
      	 
      	 
      	 
      
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	 
      	 
      	 
      	 
      	 
      


    

    


     

    

      

    

      
      
        	
                *

              	
                Schedule
      Two should only be completed where the applicable Final Terms indicates
      that this Permanent Global Note is not intended to be a New Global
      Note.

              


      

       

    

      
      **See
most recent entry in Part II in order to determine this
amount.

    


    
      
         


      

      
        Page
98

        
          

        

      

      
         


      

    


    APPENDIX
B-3

     

    FORM
OF DEFINITIVE BEARER NOTE

     

    ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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

     

    2[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.

    (a
private company incorporated with limited liability under the laws of the
Netherlands, with its corporate seat in Amsterdam, the
Netherlands)]

     

    [TOYOTA
CREDIT CANADA INC.

    (a
company incorporated with limited liability under the Canada Business
Corporations Act)]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED

    (ABN
48 002 435 181, a company registered in New South Wales and incorporated with
limited liability in Australia)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION

    (a
company incorporated with limited liability in California, United
States)]

     

    DEFINITIVE
BEARER NOTE

     

    representing

     

    [Specified
Currency and Nominal Amount of Series]

     

    NOTES
DUE [Year of Maturity]

     

    Series
No.                      [       ]

     

    This Note
has been admitted to the Official List and admitted to trading on the London
Stock Exchange plc’s Regulated Market.3

     

    

      

    

      
      
        	
                1

              	
                Use
      this legend in the case of Notes with a maturity of more than 183
      days.  In the case of Notes with a maturity of 183 days or less,
      the following legend should be used:  By accepting this
      obligation, the holder represents and warrants that it is not a United
      States person (other than an exempt recipient described in Section
      6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
      and that it is not acting for or on behalf of a United States person
      (other than an exempt recipient described in Section 6049(b)(4) of the
      Internal Revenue Code and the regulations
  thereunder).

              


      

       

    

      
      
        	
                2

              	
                Delete
      all but the relevant Issuer.

              


      

       

    

      
      
        	
                3

              	
                Delete
      in the case of all Notes other than Notes admitted to trading on the
      London Stock Exchange’s Regulated Market, or add reference to other Stock
      Exchange, if applicable.

              


      

       

    


    
      
         


      

      
        Page
99

        
          

        

      

      
         


      

    


    This Note
is one of a duly authorised issue of notes of [Specified Currency and Nominal
Amount of Series] (the Notes) each of 4[Toyota Motor Finance (Netherlands) B.V.]
[Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
Credit Corporation] (the Issuer).  References
herein to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out
in Appendix A to the Agency Agreement (as defined below) as modified and
supplemented by Part A of the Final Terms (which are reproduced on the reverse
hereof) and, in the event of any conflict between the provisions of the
Conditions and the information set out in the Final Terms, the latter shall
prevail.  Words and expressions defined in the Conditions and the
Final Terms and not otherwise defined herein shall have the same meanings when
used in this Definitive Bearer Note.

     

    This Note
is issued subject to, and with the benefit of, the Conditions and the Agency
Agreement dated 26 September 2008 (the Agency Agreement, which
expression shall be construed as a reference to that agreement as the same may
be amended or supplemented from time to time), between Toyota Motor Finance
(Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited,
Toyota Motor Credit Corporation and The Bank of New York Mellon (the Agent); provided, however,
that references to the Conditions shall mean the Conditions in effect on the
date of issue of the Temporary Global Note that originally represented this
Note.

     

    For value
received, the Issuer, subject to and in accordance with the Conditions, promises
to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
in instalments) and on the Maturity Date, and/or on such earlier date(s) as this
Note may become due and repayable in accordance with the Conditions, the amount
payable under the Conditions in respect of this Note on each such date and to
pay interest (if any) on this Note calculated and payable as provided in the
Conditions together with any other sums payable under the
Conditions.

     

    5[For the purposes only of the Interest Act
(Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
which is equivalent to the Fixed Rate of Interest per annum, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of
Interest by a fraction of which: (a) the numerator is the product of (i) the
actual number of days in a year commencing on and including the first day of
such period and ending on but not including the corresponding day in the next
calendar year and (ii) the sum of (y) the product of 30 and the number of
complete months elapsed in such period and (z) the number of days elapsed in any
incomplete month in such period treating all calendar months as having 30 days;
and (b) the denominator is the product of 360 and the actual number of days in
such period (including the first but excluding the last, such
day).  For the purposes only of the Interest Act (Canada), in respect
of Floating Rate Notes the nominal yearly rate of interest which is equivalent
to the Rate of Interest per annum for any Specified Period (as defined in the
Final Terms) calculated on the basis of a year of 365 or 360 days may be
calculated by multiplying such Rate of Interest by a fraction of which the
numerator is the actual number of days in a year commencing on and including the
first day of such Specified Period and ending on but not including the
corresponding day in the next calendar year and the denominator is 365 or 360,
as the case may be.]

     

    Title to
this Note and to any Coupon, Talon or Receipt appertaining hereto shall pass by
delivery.  The Issuer may treat the bearer hereof as the absolute
owner of this Note for all

     

    

      

    

      
      
        	
                4

              	
                Delete
      all but the relevant Issuer.

              


      

       

    

      
      
        	
                5

              	
                Delete
      if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Finance
      Australia Limited or Toyota Motor Credit
  Corporation.

              


      

       

    


    
      
         


      

      
        Page
100

        
          

        

      

      
         


      

    


    purposes
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or writing hereon or notice of any previous loss or theft or trust or
other interest herein).

     

    This Note
shall not be validly issued unless authenticated by the Agent.

     

    This Note
may be duly executed on behalf of the Issuer by manual or facsimile
signature.

     

    IN
WITNESS WHEREOF, the Issuer has caused this Note to be duly executed on its
behalf.

     

    Dated

     

    
      	 
      	
              6[TOYOTA MOTOR FINANCE (NETHERLANDS)
      B.V.]

               

            
	 
      	
              By:  _________________   By:
      _________________

              Authorised
      Signatory                   Authorised
      Signatory

            
	 
      	
              [TOYOTA
      CREDIT CANADA INC.]

              [TOYOTA
      FINANCE AUSTRALIA LIMITED]

              [TOYOTA
      MOTOR CREDIT CORPORATION]

            
	 
      	
              By:  _________________

              Authorised
      Signatory

            


    

    


     

    
      	
              [Authenticated
      by

              The
      Bank of New York Mellon]

            	 
      
	
               

              By:  ________________________

                      Authorised
      Signatory

            	 
      


    

    [Reverse
Of Note - Terms And Conditions]

     

    [Terms and Conditions to be as set out
in Appendix A to the Agency Agreement or in such other form as may be agreed
between the relevant Issuer, the Agent and the relevant
Purchaser(s)]

     

    [Endorsed on or attached to the Terms
and Conditions is to be the applicable Final Terms]

     

    

      

    

      
      6Delete
all but the relevant Issuer.

    


    
      
         


      

      
        Page
101

        
          

        

      

      
         


      

    


    APPENDIX
B-4

     

    FORM
OF COUPON

     

    


     

    (Face of
Coupon)

     

    1[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.]

     

    [TOYOTA
CREDIT CANADA INC.]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED

     

    (ABN
48 002 435 181)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    [Specified
Currency and Nominal Amount of Series]

     

    NOTES
DUE [Year of Maturity]

     

    Series
No.                      [         ]

     

    Part A

     

    [For Fixed
Rate Notes:

     

    
      	
              This
      Coupon is payable to bearer, separately negotiable and subject to the
      Terms and Conditions of the said Notes to which it
      appertains.]

            	
              Coupon
      No. [         ]

              Coupon
      for [         ]

              due
      on [         ]

              [20[       ]]

            


    

    Part B

     

    [For
Floating Rate, Dual Currency and Index Linked Interest
Notes:

     

    
      	
              Coupon
      for the amount due in accordance with the Terms and Conditions of the
      Notes to which it appertains.  This Coupon is payable to bearer,
      separately negotiable and subject to such Terms and Conditions, under
      which it may become void before its due date.]

            	
              Coupon
      No. [         ]

              Coupon
      due in
      [         ]

              [20[       ]]

            


    

    


     

    ANY UNITED STATES PERSON (AS DEFINED
IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) 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.2

     

    

      

    

      
      
        	
                1

              	
                Delete
      all but the relevant Issuer.

              


      

       

    

      
      
        	
                2

              	
                Use
      this legend in the case of Notes with a maturity of more than 183
      days.  In the case of Notes with a maturity of 183 days or less,
      the following legend should be used:  By accepting this
      obligation, the holder represents and warrants that it is not a United
      States person (other than an exempt recipient described in Section
      6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
      and that it is not acting for or on behalf of a United States person
      (other than an exempt recipient described in Section 6049(b)(4) of the
      Internal Revenue Code and the regulations
  thereunder).

              


      

       

    


    
      
         


      

      
        Page
102

        
          

        

      

      
         


      

    


    (Reverse
of Coupon)

     

    AGENT

     

    The Bank
of New York Mellon

    One
Canada Square

    Canary
Wharf

    London
E14 5AL

     

    and/or
such other or further Agent and other or further Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice of
which has been given to the Noteholders.

     


    
      
         


      

      
        Page
103

        
          

        

      

      
         


      

    


    APPENDIX
B-5

     

    FORM
OF RECEIPT

     

    (On the
front)

     

    ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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

     

    2[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.]

     

    [TOYOTA
CREDIT CANADA INC.]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED

    (ABN
48 002 435 181)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    [Specified
Currency and Nominal Amount of Series]

     

    NOTES
DUE [Year of Maturity]

     

    Series
No.                      [         ]

     

    Receipt
for the sum of [        ] being the
instalment of principal payable in accordance with the Terms and Conditions
endorsed on the Note to which this Receipt appertains (the “Conditions”) on
[           ].

     

    This
Receipt is issued subject to and in accordance with the Conditions which shall
be binding upon the holder of this Receipt (whether or not it is for the time
being attached to such Note) and is payable at the specified office of any of
the Paying Agents set out on the reverse of the Note to which this Receipt
appertains (and/or any other or further Paying Agents and/or specified offices
as may from time to time be duly appointed and notified to the
Noteholders).

     

    

      

    

      
      
        	
                1

              	
                Use
      this legend in the case of Notes with a maturity of more than 183
      days.  In the case of Notes with a maturity of 183 days or less,
      the following legend should be used:  By accepting this
      obligation, the holder represents and warrants that it is not a United
      States person (other than an exempt recipient described in Section
      6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
      and that it is not acting for or on behalf of a United States person
      (other than an exempt recipient described in Section 6049(b)(4) of the
      Internal Revenue Code and the regulations
  thereunder).

              


      

       

    

      
      
        	
                2

              	
                Delete
      all but the relevant Issuer.

              


      

       

    


    
      
         


      

      
        Page
104

        
          

        

      

      
         


      

    


    This
Receipt must be presented for payment together with the Note to which it
appertains.  The Issuer shall have no obligation in respect of any
Receipt presented without the Note to which it appertains or any unmatured
Receipts.

     

    
      	 
      	
              3[TOYOTA MOTOR FINANCE (NETHERLANDS)
      B.V.]

               

            
	 
      	
              By:  _________________                                                      By:  _________________

              Authorised
      Signatory                                                      Authorised
      Signatory

            
	 
      	
              [TOYOTA
      CREDIT CANADA INC.]

              [TOYOTA
      FINANCE AUSTRALIA LIMITED]

              [TOYOTA
      MOTOR CREDIT CORPORATION]

            
	 
      	
              By:  _________________

              Authorised
      Signatory

            


    

    


     

    

      

    

      
      3Delete
all but the relevant Issuer.

    


    
      
         


      

      
        Page
105

        
          

        

      

      
         


      

    


    (Reverse
of Receipt)

     

    AGENT

     

    The Bank
of New York Mellon

    One
Canada Square

    Canary
Wharf

    London
E14 5AL

     

    and/or
such other or further Agent and other or further Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice of
which has been given to the Noteholders.

     

    



    
      
         


      

      
        Page
106

        
          

        

      

      
         


      

    


    APPENDIX
B-6

     

    FORM
OF TALON

     

    (On the
front)

     

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

     

    1[TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.]

     

    [TOYOTA
CREDIT CANADA INC.]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED

     

    (ABN
48 002 435 181)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    [Specified
Currency and Nominal Amount of Series]

     

    NOTES
DUE [Year of Maturity]

     

    Series
No.                      [         ]

     

    On and
after [          ] further
Coupons [and a further Talon]2 appertaining to the Note to which this Talon
appertains will be issued at the specified office of any of the Paying Agents
set out on the reverse hereof (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to the
Noteholders) upon production and surrender of this Talon.

     

    This
Talon may, in certain circumstances, become void under the Terms and Conditions
endorsed on the Notes to which this Talon appertains.

     

    
      	 
      	
              [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.]

               

            
	 
      	
              By:  _________________                                                      By:  _________________

              Authorised
      Signatory                                                      Authorised
      Signatory

            
	 
      	
              [TOYOTA
      CREDIT CANADA INC.]

              [TOYOTA
      FINANCE AUSTRALIA LIMITED]

              [TOYOTA
      MOTOR CREDIT CORPORATION]

            
	 
      	
              By:  _________________

              Authorised
      Signatory

            


    

    


     

    

      

    

      
      
        	
                1

              	
                Delete
      all but the relevant Issuer.

              


      

       

    

      
      
        	
                2

              	
                Not
      required on last Coupon sheet.

              


      

       

    


    
      
         


      

      
        Page
107

        
          

        

      

      
         


      

    


    (Reverse
of Talon)

     

    AGENT

     

    The Bank
of New York Mellon

     

    One
Canada Square

     

    Canary
Wharf

     

    London
E14 5AL

     

    and/or
such other or further Agent and other or further Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice of
which has been given to the Noteholders.

     


    
      
         


      

      
        Page
108

        
          

        

      

      
         


      

    


    


    APPENDIX
C 

    FORM
OF CALCULATION AGENCY AGREEMENT

     

     

    Dated
____________, 20__

     

    


     

    [TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

     

    [TOYOTA
CREDIT CANADA INC.]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    and

     

    


     

    [INSERT
NAME OF CALCULATION AGENT]

     

    


     

    €40,000,000,000

    Euro
Medium Term Note Programme

    established
by

    Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

    Toyota
Finance Australia Limited (ABN 48 002 435 181) and

    Toyota
Motor Credit Corporation

    


     

    CALCULATION
AGENCY AGREEMENT

     


    
      
         


      

      
        Page
109

        
          

        

      

      
         


      

    


    [TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

     

    [TOYOTA
CREDIT CANADA INC.]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    €40,000,000,000

    Euro
Medium Term Note Programme

    established
by

    Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

    Toyota
Finance Australia Limited (ABN 48 002 435 181) and

    Toyota
Motor Credit Corporation

    


     

    CALCULATION
AGENCY AGREEMENT

     

    THIS AGREEMENT is made on
__________, 20__

     

    BETWEEN:

     

    
      	
              (1)

            	
              [TOYOTA MOTOR FINANCE
      (NETHERLANDS) B.V. of Atrium, Strawinskylaan 3105, 1077 ZX
      Amsterdam, the Netherlands (the Issuer);]

            


    

     

    [TOYOTA CREDIT CANADA INC. of
80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada (the Issuer);]

     

    [TOYOTA FINANCE AUSTRALIA
LIMITED (ABN 48 002 435 181) of Level 9, 207 Pacific
Highway, St Leonards, NSW 2065, Australia (the Issuer);]

     

    [TOYOTA MOTOR CREDIT
CORPORATION of 19001 South Western Avenue, EF12, Torrance, California
90501, U.S.A (the Issuer);] and

     

    
      	
              (2)

            	
              [name
      of calculation agent] of [·] (the Calculation Agent, which
      expression shall include its successor or successors for the time being as
      calculation agent hereunder).

            


    

     

    WHEREAS:

     

    
      	
              A.

            	
              The
      Issuer has entered into the Amended and Restated Programme Agreement with
      certain dealers and others dated 26 September 2008 under which the Issuer
      may issue Euro Medium Term Notes (Notes) with an aggregate
      nominal amount of up to €40,000,000,000 (or its equivalent in other
      currencies) outstanding at any time (including Euro Medium Term Notes
      issued previously under the Euro Medium Term Note Programme provided for
      by the Programme Agreement and Euro Medium Term Notes issued prior to 28
      September 2007 by Toyota Motor Credit Corporation under its
      U.S.$30,000,000,000 Euro Medium-Term Note Program last updated on 28
      September 2006 which remain
outstanding).

            


    

     

    
      	
              B.

            	
              The
      Notes will be issued subject to, and with the benefit of, an Amended and
      Restated Agency Agreement dated 26 September 2008 (the Agency Agreement)
      between, inter
      alia, the Issuer and The Bank of New York Mellon (the Agent, which expression
      shall include its successor or successors for the time being under the
      Agency Agreement, and the Paying Agent, which
      expression shall include any additional or successor paying agent
      appointed under the Agency Agreement and Paying Agent shall mean
      any of the Agent or the Paying Agents so
  appointed).

            


    

     


    
      
         


      

      
        Page
110

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              NOW IT IS HEREBY AGREED
    that:

            


    

     

    (1)           APPOINTMENT
OF THE CALCULATION AGENT

     

    The
Issuer hereby appoints [name of calculation agent] as Calculation Agent in
respect of the Notes listed in the Schedule hereto which are for the time being
outstanding (the Relevant
Notes) for the purposes set out in Clause 2 below, all upon terms and
conditions hereinafter mentioned.  The agreement of the parties that
this Agreement is to apply to each Series of Relevant Notes shall be evidenced
by the manuscript annotation and signature in counterpart of the
Schedule.

     

    (2)           DUTIES
OF CALCULATION AGENT

     

    The
Calculation Agent shall in relation to each series of Relevant Notes (each a
Series) perform all the
functions and duties imposed on the Calculation Agent by the terms and
conditions of the relevant Series (the Conditions). Without limiting
the foregoing, the Calculation Agent shall calculate, to the extent applicable,
the Rate of Interest, Interest Amount, Interest Payment Date, principal and all
other amounts, rates and dates which are required to be determined or calculated
under the Conditions for the Relevant Notes and shall communicate such
calculations to the Issuer and the Agent as soon as practicable after such
calculations are determined, but in any event, within time periods sufficient to
enable the Agent to publish the results of such determinations in accordance
with the terms of the Agency Agreement.  In addition, the Calculation
Agent agrees that it will provide a copy of all calculations made by it which
affect the nominal amount outstanding of any Relevant Notes which are identified
on the Schedule as being New Global Notes to the Agent to the contact details
set out in the signature page hereof.

     

    (3)           EXPENSES

     

    Except as
provided in Clause 4 below, the Calculation Agent shall bear all expenses
incurred by it in connection with its said services.

     

    (4)           INDEMNITY

     

    
      	
               
      

            	
              (a)

            	
              The
      Issuer shall indemnify and keep indemnified the Calculation Agent against
      any losses, liabilities, costs, claims, actions or demands (including, but
      not limited to, all reasonable costs, legal fees, charges and expenses
      paid or incurred by the Calculation Agent in disputing or defending any of
      the foregoing) which the Calculation Agent may incur or which may be made
      against it (excluding consequential losses and losses of profit) as a
      result of or in connection with its appointment or the exercise of its
      powers and duties under this Agreement except such as may result from its
      own wilful default, negligence or bad faith or that of its officers,
      directors or employees or any of them, or the breach by it of the terms of
      this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Calculation Agent shall indemnify and keep indemnified the Issuer against
      any losses, liabilities, costs, claims, actions or demands (including, but
      not limited to, all reasonable costs, legal fees, charges and expenses
      paid or incurred by the Issuer in disputing or defending any of the
      foregoing) which the Issuer may incur or which may be made against it
      (excluding consequential losses and losses of profit) as a result of or in
      connection with the breach by the Calculation Agent of the terms of this
      Agreement or its

            


    

     


    
      
         


      

      
        Page
111

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              wilful
      default, negligence or bad faith or that of its officers, directors or
      employees or any of them.

            


    

     

    (5)           CONDITIONS
OF APPOINTMENT

     

    
      	
               
      

            	
              (a)

            	
              In
      acting hereunder in connection with the Relevant Notes, the Calculation
      Agent shall act solely as agent of the Issuer and shall not thereby assume
      any obligations towards or relationship of agency or trust for or with any
      of the owners or holders of the Relevant Notes or the receipts or coupons
      (if any) appertaining thereto (the Receipts and the Coupons,
      respectively).

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      relation to each Series, the Calculation Agent shall be obliged to perform
      such duties and only such duties as are herein and in the Conditions
      specifically set forth and no implied duties or obligations shall be read
      into this Agreement or the Conditions against the Calculation Agent other
      than the duty to act honestly and in good faith and to exercise the
      diligence of a reasonably prudent agent in comparable
      circumstances.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Calculation Agent may consult with legal and other professional advisers
      and the opinion of such advisers shall be full and complete protection in
      respect of any action taken, omitted or suffered hereunder in good faith
      and in accordance with the opinion of such
  advisers.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Calculation Agent shall be protected and shall incur no liability for or
      in respect of any action taken, omitted or suffered in reliance upon any
      instruction, request or order from the Issuer or the Agent, or any notice,
      resolution, direction, consent, certificate, affidavit, statement, cable
      or other paper or document which it reasonably believes, after making
      reasonable investigation of the same, to be genuine and to have been
      delivered, signed or sent by the proper party or parties or upon written
      instructions from the Issuer.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Calculation Agent, and any of its officers, directors and employees, may
      become the owner of, or acquire any interest in, any Notes, Receipts or
      Coupons (if any) with the same rights that it or he or she would have if
      the Calculation Agent were not appointed hereunder, and may engage or be
      interested in any financial or other transaction with the Issuer and may
      act on, or as depositary, trustee or agent for, any committee or body of
      holders of Notes, Receipts or Coupons (if any) or other obligations of the
      Issuer as freely as if the Calculation Agent were not appointed
      hereunder.

            


    

     

    (6)           TERMINATION
OF APPOINTMENT

     

    
      	
               
      

            	
              (a)

            	
              The
      Issuer may terminate the appointment of the Calculation Agent at any time
      by giving to the Calculation Agent and the Agent at least 90 days’ prior
      written notice to that effect, provided that, so long as any of the
      Relevant Notes is outstanding, (i) such notice shall not expire less than
      45 days before any date upon which any payment is due in respect of any
      Relevant Notes and (ii) notice shall be given in accordance with Condition
      16 to the holders of the Relevant Notes at least 30 days prior to any
      removal of the Calculation Agent.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the provisions of Subclause 6(a) above, if at any time (i) the Calculation
      Agent becomes incapable of action, or is adjudged bankrupt
    or

            


    

     


    
      
         


      

      
        Page
112

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              insolvent,
      or files a voluntary petition in bankruptcy or makes an assignment for the
      benefit of its creditors or consents to the appointment of an
      administrator, liquidator or administrative or other receiver of all or a
      substantial part of its property, or if an administrator, liquidator or
      administrative or other receiver of it or of all or a substantial part of
      its property is appointed, or it admits in writing its inability to pay or
      meet its debts as they may become due or suspends payment thereof or if
      any order of any court is entered approving any petition filed by or
      against it under the provisions of any applicable bankruptcy or insolvency
      law or if any public officer takes charge or control of the Calculation
      Agent or of its property or affairs for the purpose of rehabilitation,
      administration or liquidation or (ii) the Calculation Agent fails duly to
      perform any function or duty imposed on it by the Conditions and this
      Agreement, the Issuer may forthwith without notice terminate the
      appointment of the Calculation Agent, in which event notice thereof shall
      be given to the holders of the Relevant Notes in accordance with Condition
      16 of the Relevant Notes as soon as practicable
  thereafter.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      termination of the appointment pursuant to Subclause 6(a) or 6(b) above of
      the Calculation Agent hereunder shall not entitle the Calculation Agent to
      any amount by way of compensation but will be without prejudice to any
      amount then accrued and due.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Calculation Agent may resign its appointment hereunder at any time by
      giving to the Issuer and the Agent at least 90 days’ prior written notice
      to that effect. Following receipt of a notice of resignation from the
      Calculation Agent, the Issuer shall promptly give notice thereof to the
      holders of the Relevant Notes in accordance with Condition 16 of the
      Relevant Notes.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      the provisions of Subclauses 6(a), 6(b) and 6(d) above, so long as any of
      the Relevant Notes is outstanding, the termination of the appointment of
      the Calculation Agent (whether by the Issuer or by the resignation of the
      Calculation Agent) shall not be effective unless upon the expiry of the
      relevant notice a successor Calculation Agent has been appointed. The
      Issuer agrees with the Calculation Agent that if, by the day falling 10
      days before the expiry of any notice under Clause 6(d), the Issuer has not
      appointed a replacement Calculation Agent, the Calculation Agent shall be
      entitled, on behalf of the Issuer, to appoint as Calculation Agent in its
      place an investment bank which the Issuer shall approve (such approval not
      to be unnecessarily withheld).

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      successor Calculation Agent appointed hereunder shall execute and deliver
      to its predecessor and the Issuer an instrument accepting appointment
      hereunder, and thereupon such successor Calculation Agent, without further
      act, deed or conveyance, shall become vested with all the authority,
      rights, powers, trusts, immunities, duties and obligations of such
      predecessor with like effect as if originally named as the Calculation
      Agent hereunder.

            


    

     

    
      	
               
      

            	
              (g)

            	
              If
      the appointment of the Calculation Agent hereunder is terminated (whether
      by the Issuer or by the resignation of the Calculation Agent), the
      Calculation Agent shall on the date on which such termination takes effect
      deliver to the successor Calculation Agent all records concerning the
      Relevant Notes maintained by it (except such documents and records as it
      is obliged by law or regulation to retain or not to release), but shall
      have no other duties or responsibilities
  hereunder.

            


    

     


    
      
         


      

      
        Page
113

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (h)

            	
              Any
      corporation into which the Calculation Agent for the time being may be
      merged or converted or any corporation with which the Calculation Agent
      may be consolidated or any corporation resulting from any merger,
      conversion or consolidation to which the Calculation Agent shall be a
      party shall, to the extent permitted by applicable law, be the successor
      Calculation Agent under this Agreement without the execution or filing of
      any paper or any further act on the part of any of the parties hereto.
      Written notice of any such merger, conversion or consolidation shall
      forthwith be given to the Issuer and the Agent by the Calculation
      Agent.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Upon
      the termination of the appointment of the Calculation Agent, the Issuer
      shall use all reasonable endeavours to appoint a further bank or
      investment bank as successor Calculation
Agent.

            


    

     

    (7)           NOTICES

     

    Any
notice or communication given hereunder shall be sufficiently given or
served:

     

    
      	
               
      

            	
              (a)

            	
              if
      delivered in person to the relevant address specified below and, if so
      delivered, shall be deemed to have been delivered at time of receipt;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      sent by facsimile to the relevant number specified below, shall be deemed
      to have been delivered upon transmission provided such transmission is
      confirmed when an acknowledgment of receipt is
  received:

            


    

     

    The
Issuer:

     

    [TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.

    Atrium,
Strawinskylaan 3105

    1077 ZX
Amsterdam

    The
Netherlands

    Telephone: 31
20 502 5312

    Telefax:      31
20 502 5419

    Attention:  
Managing Director]

     

    [TOYOTA CREDIT CANADA
INC.

    80 Micro
Court, Suite 200

    Markham

    Ontario
L3R 9Z5

    Canada

    Telephone:  905
513 8200

    Telefax:       905
513 8335

    Attention:   
Executive Vice-President]

     


    
      
         


      

      
        Page
114

        
          

        

      

      
         


      

    


    [TOYOTA FINANCE AUSTRALIA
LIMITED

     

    Level 9,
207 Pacific Highway

    St
Leonards

    NSW
2065

    Australia

    Telephone:  61
2 9430 0000

    Telefax:       
61 2 9430 0913

    Attention:  
Treasurer]

     

    [TOYOTA MOTOR CREDIT
CORPORATION

    19001
South Western Avenue EF12

    Torrance

    California
90501

    USA

    Telephone:  (310)
468-4001

    Telefax:     
(310) 468-6194

    Attention:  
Group Vice President, Treasury]

    The
Calculation Agent: ________________________

    or to
such other address and/or facsimile number of which notice in writing has been
given to the parties hereto in accordance with the provisions of this Clause
7.

     

    (8)           DESCRIPTIVE
HEADINGS

     

    The
descriptive headings in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

     

    (9)           CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999

     

    A person
who is not a party to this Agreement has no right by virtue of the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.

     

    (10)           COUNTERPARTS

     

    This
Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one instrument.

     

    (11)           GOVERNING
LAW

     

    
      	
               
      

            	
              (1)

            	
              This
      Agreement and any non-contractual obligations arising out of or in
      connection with this Agreement shall be governed by, and construed in
      accordance with, the laws of
England.

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Issuer hereby irrevocably agrees for the exclusive benefit of the
      Calculation Agent that the courts of England are to have jurisdiction to
      settle any disputes which may arise out of or in connection with this
      Agreement (including a dispute relating to any non-contractual obligations
      arising out of

            


    

     


    
      
         


      

      
        Page
115

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              or
      in connection with this Agreement) and that accordingly any suit, action
      or proceedings (together referred to as Proceedings) arising out
      of or in connection with this Agreement (including any Proceedings
      relating to any non-contractual obligations arising out of or in
      connection with this Agreement) may be brought in such
      courts.  The Issuer hereby irrevocably waives any objection
      which it may have to the laying of the venue of any Proceedings in any
      such courts and any claim that any such Proceedings have been brought in
      an inconvenient forum and hereby further irrevocably agrees that a
      judgment in any Proceedings brought in the English courts shall be
      conclusive and binding upon the Issuer and may be enforced in the courts
      of any other jurisdiction.  Nothing contained herein shall limit
      any right to take Proceedings against the Issuer in any other court of
      competent jurisdiction, nor shall the taking of Proceedings in one or more
      jurisdictions preclude the taking of Proceedings in any other
      jurisdiction, whether concurrently or not.  The Issuer hereby
      appoints Toyota Financial Services (UK) PLC of Great Burgh, Burgh Heath,
      Epsom, Surrey KT18 5UZ as its agent for service of process and agrees
      that, in the event of Toyota Financial Services (UK) PLC ceasing so to act
      or ceasing to be registered in England, it will appoint another person as
      its agent for service of process in England in respect of any
      Proceedings.

            


    

     

    


     

    IN
WITNESS WHEREOF, this Agreement has been entered into as of the day and year
first above written.

     

    [TOYOTA MOTOR FINANCE (NETHERLANDS)
B.V.

     

    By:
________________________]

     

    [TOYOTA CREDIT CANADA
INC.

     

    By:
________________________]

     

    [TOYOTA FINANCE AUSTRALIA
LIMITED

     

    By:
________________________]

     

    [TOYOTA MOTOR CREDIT
CORPORATION

     

    


    By:
_________________________

    Name:

    Title:]

    


    


    [NAME
OF CALCULATION AGENT]

     

    By:
________________________

     


    
      
         


      

      
        Page
116

        
          

        

      

      
         


      

    


    SCHEDULE
OF RELEVANT NOTES

     

    
      	
              Series
      Number

            	
              Issue
      Date

            	
              Maturity
      Date

            	
              Title
      and Nominal Amount

            	
              New
      Global Note

               

              [Yes/No]

            	
              Annotation
      by Calculation Agent/the Issuer

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     


    
      
         


      

      
        Page
117

        
          

        

      

      
         


      

    


    


     

    APPENDIX
D

     

    FORM
OF OPERATING and ADMINISTRATIVE

     

    PROCEDURES
MEMORANDUM

     

    The
aggregate nominal amount of all euro medium term notes (Notes) issued by Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited and Toyota Motor Credit Corporation outstanding at any time (including
Notes issued previously under the Programme and Notes issued prior to 28
September 2007 by TMCC under its U.S.$30,000,000,000 Euro Medium-Term Note
Program last updated on 28 September 2006 which remain outstanding) will not
exceed €40,000,000,000 or its equivalent in other currencies.

     

    The
documentation of the Programme provides for the issue of Notes denominated in
such currency (subject to any legal or regulatory restrictions) as may be agreed
between the Issuer (as defined below) and the relevant Purchaser(s) and with a
minimum maturity of one month (subject to certain restrictions as to minimum
and/or maximum maturities as set out in the Prospectus  (as defined
below) describing the Programme) and being any of:

     

    
      	
              ●  

            	
              Fixed
      Rates Notes

            


    

     

    
      	
              ●  

            	
              Floating
      Rate Notes

            


    

     

    
      	
              ●  

            	
              Zero
      Coupon Notes

            


    

     

    
      	
              ●  

            	
              Dual
      Currency Notes

            


    

     

    
      	
              ●  

            	
              Index
      Linked Notes

            


    

     

    
      	
              ●  

            	
              Range
      Accrual Notes

            


    

     

    
      	
              ●  

            	
              Instalment
      Notes

            


    

     

    
      	
              ●  

            	
              Partly
      Paid Notes

            


    

     

    
      	
              ●  

            	
              other
      forms of Notes agreed between the relevant Purchaser(s) and the relevant
      Issuer.

            


    

     

    All terms
with initial capitals used herein without definition shall have the meanings
given to them in the Prospectus dated 26 September 2008 as supplemented or
replaced from time to time (the
Prospectus) or, as the case may be, in the Programme Agreement dated 26
September 2008 between Toyota Motor Finance (Netherlands) B.V. (TMF), Toyota Credit Canada
Inc. (TCCI), Toyota
Finance Australia Limited (TFA) and Toyota Motor Credit
Corporation (TMCC and
together with TMF, TCCI and TFA, the Issuers) and the Dealers named
therein as amended, supplemented, novated or restated from time to time (the
Programme Agreement)
pursuant to which the Issuers may issue Notes.  References herein to
Issuer are to TMF, TCCI,
TFA or TMCC, as the case may be, in its capacity as Issuer of
Notes.

     

    As used
herein in relation to any Notes which are to have a “listing” or to be “listed”
(i) on the London Stock Exchange, listing and listed shall be construed to
mean that such Notes have been admitted to the Official List in accordance with
the listing rules of the UK Listing Authority and admitted to trading on the
London Stock Exchange’s Regulated Market and (ii) on any other Stock Exchange
within the European Economic Area, listing and listed shall be construed to
mean that the Notes have been admitted to trading on a market
within

     


    
      
         


      

      
        Page
118

        
          

        

      

      
         


      

    


    that
jurisdiction which is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC).

     

    This
Operating and Administrative Procedures Memorandum applies to Notes issued on
and after 26 September 2008.  The procedures set out in Annex 1 may be
varied by agreement between the Issuer, the Agent and the relevant Purchaser,
including to take account of any standardised procedures published by Euroclear
and/or Clearstream, Luxembourg (together, the ICSDs) and/or the
International Capital Markets Securities Association (ICMSA) and/or the
International Capital Market Association (ICMA).  The timings set out
in these procedures represent optimum timings to ensure a smooth settlement
process.  Each of the ICSDs has its own published deadlines for taking
certain of the actions described herein (which may be later than the timings
described herein).  The Issuer, the Agent, the relevant Purchaser, and
the common depositary, or common service provider and common safekeeper, as the
case may be, may agree to vary the timings described herein subject to
compliance with such deadlines.

     


    
      
         


      

      
        Page
119

        
          

        

      

      
         


      

    


    OPERATING
PROCEDURES

     

    Purchasers
must confirm all trades directly with the Issuer and the Agent.

     

    1.           RESPONSIBILITIES
OF THE AGENT

     

    The Agent
will, in addition to the responsibilities in relation to settlement described in
Annex A, be responsible for the following:

     

    
      	
               
      

            	
              (1)

            	
              in
      the case of Notes which are to be listed on a stock exchange (the relevant Stock
      Exchange), distributing to the relevant Stock Exchange and any
      other relevant authority such number of copies of the Final Terms as they
      may reasonably require; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              where
      applicable, providing the Ministry of Finance of Japan with all required
      notifications and reports (including any monthly reports as to amounts,
      issue dates and other terms of each Tranche of Yen-denominated
      Notes).

            


    

     

    
      	
              2.

            	
              RESPONSIBILITIES
      OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/
  DEALER

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Lead Manager/Dealer/other Purchaser shall be responsible for preparing the
      applicable Final Terms (substantially in the form of either Part A or Part
      B of Annex B hereto) to the Prospectus giving details of the Notes to be
      issued.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the case of Notes to be listed on a relevant Stock Exchange, the Listing
      Agent/Arranger or Lead Manager will be responsible for ensuring compliance
      with the Prospectus Rules (if applicable) and the Listing Rules and
      obtaining all necessary approvals for listing the Notes on the relevant
      Stock Exchange.  The Issuer recognises with respect to this
      Clause 2(2) its continuing obligation so long as any Notes under the
      Programme are outstanding to apprise the applicable Dealers of any
      material adverse change in its (consolidated, if applicable) financial
      position or its business
operations.

            


    

     

    3.           RESPONSIBILITIES
OF THE ISSUER

     

    The
Issuer shall execute and deliver the Final Terms to the Agent and the Lead
Manager/Dealer/other Purchaser.

     

    4.           SETTLEMENT

     

    The
settlement procedures set out in Annex A shall apply to each issue of Bearer
Notes, unless otherwise agreed between the Issuer and the relevant Dealer or
Dealers; with issues of Dual Currency Notes, Index Linked Notes or Partly Paid
Notes more time may be felt to be required to settle documentation which is not
specifically included in the Agency Agreement.

     

    Settlement
procedures for an issue of Registered Notes are set out in the Note Agency
Agreement.

     

    Trading
Desk Information list is set out in Annex E.

     


    
      
         


      

      
        Page
120

        
          

        

      

      
         


      

    


    ANNEX
A TO APPENDIX D

     

    SETTLEMENT
PROCEDURES

     

    The
procedures set out below have been discussed and agreed by the ICSDs,
representatives of ICMA and representatives of ICMSA.  It is
recommended that these procedures are adopted without material amendment to
facilitate standardisation in the market and a smooth closing
procedure. ****

     

    Times
set out below are London times and represent the latest time for taking the
action concerned. It is recommended that where possible the action concerned is
taken in advance of these times.

     

    
      	
              Day

            	
              Latest
      time

            	
              Action

            
	
              No
      later than Issue 

              Date
      minus 2

            	
              5:00
      p.m.

            	
              The
      Issuer or its designated agent may agree to terms with one or more of the
      Purchasers for the issue and purchase of Notes.  The relevant
      Purchaser instructs the Agent to obtain a common code and ISIN or, if
      relevant, a temporary common code and ISIN for the Notes from one of the
      ICSDs.

            
	
              Issue
      Date minus 2

            	
              5:00
      p.m.

            	
              If
      a Purchaser has reached agreement with the Issuer by telephone, the
      Purchaser confirms the terms of the agreement to the Issuer (substantially
      in the form of Annex C) attaching a copy of the applicable Final Terms
      (substantially in the form set out in Annex B) by electronic
      communication.  The Purchaser sends a copy of that electronic
      communication to the Agent for information.

            
	 
      	 
      	
              The
      Issuer confirms its agreement to the terms on which the issue of Notes is
      to be made (including the form of the Final Terms) by signing and
      returning a copy of the Final Terms to the relevant Purchaser and the
      Agent.  The details set out in the signed Final Terms shall be
      conclusive evidence of the agreement (save in the case of manifest error)
      and shall be binding on the parties accordingly.  The Issuer
      also confirms its instructions to the Agent (substantially in the form set
      out in Annex D) (including, in the case of Floating Rate Notes, for the
      purposes of rate fixing) to carry out the duties to be carried out by the
      Agent under these Settlement Procedures and the Agency Agreement including
      preparing and authenticating a Temporary Global Note for the Tranche of
      Notes which is to be purchased and, in the case of the first Tranche of a
      Series, where the applicable Final Terms do not specify that the Temporary
      Global Note is to be exchangeable only for Notes in definitive form, a
      Permanent Global Note for the
Series.

            


    

     

    
      

        
        
          	
                  ****

                	
                  In
      the case of a syndicated Note issue, certain of the Settlement Procedures
      set forth below will be revised as
appropriate.

                


        

         

      

    

     

    
      
        
        

      

      
        Page
121

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	 
      	
              In
      the case of Floating Rate Notes, the Agent notifies the ICSDs, the Issuer,
      (if applicable) the relevant Stock Exchange and any other relevant
      authority and the relevant Purchaser of the Rate of Interest for the first
      Interest Period (if already determined).  Where the Rate of
      Interest has not yet been determined, this will be notified in accordance
      with this paragraph as soon as it has been determined.

            
	 
      	 
      	
              If
      the Issuer has agreed with two or more Purchasers to issue Notes on a
      syndicated basis, it is to enter into an agreement with such Purchasers in
      the form or substantially the form set out in Appendix 5 to the Programme
      Agreement.

            
	
              No
      later than Issue Date minus 1

            	
              2:00
      p.m.

            	
              In
      the case of Notes which are to be listed on a Stock Exchange or publicly
      offered in a European Economic Area Member State, the Agent also notifies
      the Stock Exchange and/or any other relevant authority, as the case may
      be, by electronic communication or by hand of the details of the Notes to
      be issued by sending the applicable Final Terms to the Stock Exchange
      and/or any other relevant authority, as the case may
be.

            
	
              Issue
      Date minus 1

            	
              10:00
      a.m. (for prior 

              day
      currencies1)

            	
              The
      relevant Purchaser and the Agent give settlement instructions to the
      relevant ICSD(s) to effect the payment of the purchase price, against
      delivery of the Notes, to the Agent’s account with the relevant ICSD(s) on
      the Issue Date.

            
	 
      	
              12.00
      noon (for other 

              currencies)

            	
              The
      parties (which for this purpose shall include the Agent) may agree to
      arrange for “free delivery” to be made through the relevant ICSD(s) if
      specified in the applicable Final Terms, in which case these Settlement
      Procedures will be amended accordingly.

            
	
              Issue
      Date minus 1

            	
              ICSD
      deadlines for the 

              relevant
      currency

            	
              For
      prior day currencies, the Agent instructs the relevant ICSD(s) to debit
      its account and pay for value on the Issue Date the aggregate purchase
      monies received by it to the account of the Issuer previously notified to
      the Agent for the purpose.

            
	
              Issue
      Date minus 1

            	
              3.00
      p.m.

            	
              The
      Agent prepares and authenticates a Temporary Global Note for each Tranche
      of Notes which is to be purchased and, where required as specified above,
      a Permanent Global Note in respect of the relevant Series, in each case
      attaching the applicable Final
Terms.

            


    

    
      

        

      

    

    
      1The most
common prior day currencies are Australian dollars (AUD), Hong Kong dollars
(HKD), Japanese yen (JPY) and New Zealand dollars (NZD) but other currencies in
similar time zones may also be prior day currencies.  The parties
should establish whether or not a particular currency is a prior day currency as
soon as possible.

    

     

     

    
      
        
        

      

      
        Page
122

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              Each
      Global Note which is a CGN is then delivered by the Agent to the Common
      Depositary.  Each Global Note which is a New Global Note is then
      delivered by the Agent to the common safekeeper, together (if applicable)
      with an effectuation instruction.  In the event that the common
      service provider and the common safekeeper are not the same entity, the
      Agent should also deliver the applicable Final Terms to the common service
      provider.

            
	 
      	 
      	
              For
      securities in New Global Note form, the Agent then instructs the mark up
      of the issue outstanding amount of the Global Note to the ICSDs through
      the common service provider.

            
	
              Issue
      Date minus 1

            	
              5.00
      p.m.

            	
              The
      conditions of issue in the Programme Agreement are satisfied and/or
      waived.

            
	 
      	 
      	
              In
      the case of each Global Note which is a New Global Note, the common
      safekeeper confirms deposit and effectuation (if applicable)2 of the Global Note to the Agent, the
      common service provider and the ICSDs.

            
	
              Issue
      Date minus 1

            	
              6.00
      p.m.

            	
              In
      the case of each Global Note which is a CGN, the Common Depositary
      confirms deposit of the Global Note to the Agent and the
      ICSDs.

            
	 
      	 
      	
              In
      the case of each Global Note which is a New Global Note, the common
      service provider relays the Agent’s instruction to mark up the issue
      outstanding amount of the Global Note to the ICSDs.

            
	
              Issue
      Date

            	
              According
      to ICSD 

              settlement
      procedures

            	
              The
      ICSDs debit and credit accounts in accordance with instructions received
      from the Agent and the relevant Purchaser.

            
	
              Issue
      Date

            	
              ICSD
      deadlines for the 

              relevant
      currency

            	
              For
      non-prior day currencies, the Agent instructs the relevant ICSD(s) to
      debit its account and pay for value on the Issue Date the aggregate
      purchase moneys received by it to the account of the Issuer previously
      notified to the Agent for the purpose.

            
	
              Issue
      Date

            	
              5.00
      p.m.

            	
              The
      Agent forwards a copy of the signed Final Terms to each
    ICSD.

            
	
              On
      or subsequent to the Issue Date

            	 
      	
              The
      Agent notifies the Issuer immediately in the event that a Purchaser does
      not pay the purchase price due from it in respect of a
    Note.

            


    

     

    
      

    

    
    

      
      2This
assumes that an effectuation authorisation has been delivered by the Issuer to
the common safekeeper (i.e. Euroclear or Clearstream, Luxembourg) at the update
of the programme.  If this is not the case, such an authorisation
should be delivered at least 2 business days prior to the closing of the first
issue of Eurosystem-eligible New Global Notes under the
Programme.

    

     

     

    
      
        
        

      

      
        Page
123

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
            	 
      	
              The
      Agent notifies the Issuer of the issue of Notes giving details of the
      Global Note(s) and the nominal amount represented
  thereby.

            
	 
      	 
      	
              The
      Agent confirms the issue of Notes to the relevant Stock Exchange and any
      other relevant authority.

            
	 
      	 
      	
              The
      relevant Purchaser promptly notifies the Agent that the distribution of
      the Notes purchased by it has been completed.  The Agent
      promptly notifies the Issuer, the relevant Purchaser and the ICSDs of the
      Exchange Date with respect to the relevant Tranche of
    Notes.

            


    

     

     

    Explanatory
Notes to Settlement Procedures

     

    
      	
              (a)

            	
              Each
      Day is a day on
      which banks and foreign exchange markets are open for general business in
      London (including dealings in foreign exchange and foreign currency
      deposits), counted in reverse order from the proposed Issue
      Date.

            


    

     

    
      	
              (b)

            	
              The
      Issue Date must be
      a Business Day.  For the purposes of this Memorandum, Business Day means a day
      which is:

            


    

     

    
      	
               
      

            	
              (1)

            	
              a
      day on which commercial banks and foreign exchange markets settle payments
      and are open for general business (including dealings in foreign exchange
      and foreign currency deposits) in London and any other place specified in
      the applicable Final Terms as an Applicable Business
    Centre;

            


    

     

    
      	
               
      

            	
              (2)

            	
              either
      (i) in relation to Notes denominated in a Specified Currency other than
      euro, a day on which commercial banks and foreign exchange markets settle
      payments and are open for general business (including dealings in foreign
      exchange and foreign currency deposits) in the principal financial centre
      of the country of the relevant Specified Currency (if other than London
      and any other Applicable Business Centre specified in the applicable Final
      Terms); or (ii) in relation to Notes denominated in euro, a day on which
      the TARGET2 system is open.  Unless provided otherwise in the
      applicable Final Terms, the principal financial centre of any country
      shall be as provided in the ISDA Definitions (except in the case of
      Australia and New Zealand, where the principal financial centre will be
      Sydney or Auckland, respectively);
and

            


    

     

    
      	
               
      

            	
              (3)

            	
              a
      day on which the ICSDs and any other relevant clearing system is open for
      general business.

            


    

     

    
      	
              (c)

            	
              Times
      given can be modified upon the mutual agreement of the Purchaser, the
      Agent and the Issuer.

            


    

     

    
      	
              (d)

            	
              If
      at any time the Agent is notified by the Issuer or the relevant Stock
      Exchange that the listing of a Series of Notes has been refused or
      otherwise will not take place, the Agent shall immediately notify the
      Issuer, the Dealer and all the relevant Purchaser(s) (if not the
      Dealer).

            


    

     

    
      	
              (e)

            	
              If
      any final terms or information to be included in the applicable Final
      Terms constitute “significant new factors” and consequently trigger the
      need for a supplement to the Prospectus under Article 16 of the Prospectus
      Directive the timings

            


    

     

      

      
        
           


        

        
          Page
124

          
            

          

        

        
           


        

      



    
      	
               
      

            	
              outlined
      above will change as the Final Terms will need to be approved by the
      relevant authority as a supplement, which can take up to seven working
      days.

            


    

     

    
      	
              (f)

            	
              Where
      a clearing system other than Euroclear or Clearstream, Luxembourg are used
      for an issue, references to the ICSDs shall be interpreted
      accordingly.

            


    

     


    
      
         


      

      
        Page
125

        
          

        

      

      
         


      

    


    
      	
              ANNEX
      B TO APPENDIX D

            


    

     

    
      	
              FORM
      OF FINAL TERMS

            


    

     

    Part A

     

    [FORM
OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF AT
LEAST €50,000 (OR EQUIVALENT) TO BE ADMITTED TO TRADING ON AN EEA REGULATED
MARKET]

     

    FINAL
TERMS

    


    


     

    [TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

     

     

    [TOYOTA
CREDIT CANADA INC.]

     

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

     

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    


    


    


    €40,000,000,000

    Euro
Medium Term Note Programme

    established
by

    Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

    Toyota
Finance Australia Limited (ABN 48 002 435 181) and

    Toyota
Motor Credit Corporation

    


    


    


    


    Series
No. [       ]

    


    Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]

    


    


    _________________________

    


    Issue
price:  [       ] per
cent.

    


    _________________________

    


    


    


    


    


    [Dealer]/[Managers]

    


    


    The
date of these Final Terms is
[              ]


    
      
         


      

      
        Page
126

        
          

        

      

      
         


      

    


    Final
Terms

    Dated
[         ]

     

    [TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

    [TOYOTA
CREDIT CANADA INC.]

    [TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]

    under
the €40,000,000,000

    Euro
Medium Term Note Programme

     

    established
by

     

    Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

     

    Toyota
Finance Australia Limited and Toyota Motor Credit Corporation

     

    PART
A – CONTRACTUAL TERMS

     

    Terms
used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions set forth in the Prospectus dated 26 September 2008 [and the
Supplementary Prospectus[es] dated
[         ]],(1)  which
[together] constitute[s] a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This
document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in
conjunction with such Prospectus [as so supplemented], including all documents
incorporated by reference therein.  Full information on the Issuer and
the offer of the Notes is only available on the basis of the combination of
these Final Terms and the Prospectus [as so supplemented].  The
Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing
and copies may be obtained from the principal office in London, England of The
Bank of New York Mellon, the issuing and principal paying agent for the Notes,
at One Canada Square, London E14 5AL and at
www.londonstockexchange.com/rns.(2)

     

    [The
following alternative language applies if the first tranche of an issue which is
being increased was issued under a Prospectus or Offering Circular with an
earlier date.

     

    Terms
used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions (the “Conditions”) set forth in and
extracted from the Offering Circular dated
[              ]
and which are incorporated by reference in the Prospectus dated 26 September
2008.  This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive
(Directive 2003/71/EC) (the “Prospectus Directive”) and
must be read in conjunction with the Prospectus dated 26 September 2008 [and the
Supplementary Prospectus[es] dated
[         ]],(1)  which
[together] constitute[s] a base prospectus for the purposes of the Prospectus
Directive, including the Conditions which are extracted from the Offering
Circular dated
[               ]  and
incorporated by reference in the Prospectus dated 26 September 2008 and which
are attached hereto.  Full information on the Issuer and the offer of
the Notes is only available on the basis of the combination of these Final Terms
and the Prospectus dated 26 September 2008 [and the Supplementary Prospectus[es]
dated [         ]].  The
Prospectus [and the Supplementary Prospectus[es]] are available for viewing and
copies may be obtained from the principal office in London, England of The Bank
of New York Mellon, the issuing and principal paying agent for the Notes, at One
Canada Square, London E14 5AL and at www.londonstockexchange.com/rns.(2)
]

     

    [Include whichever of the following apply or
specify as “Not Applicable”. Note that the numbering should remain as set out
below, even if “Not Applicable” is indicated for individual paragraphs or
sub-paragraphs. Italics denote guidance for completing the Final
Terms.]

     

    [When completing any Final Terms, or
adding any other final terms or information, consideration should be given as to
whether such terms or information constitute “significant new factors” and
consequently trigger the need for a supplement to the Prospectus under Article
16 of the Prospectus Directive.]

     

     

    
      
        
        

      

      
        Page
127

        
          

        

      

      
        
        

      

    

     

    
      	
              1.

            	
              (i)

            	
              Issuer:

            	
              [         ]
      (the “Issuer”)

            	 
      
	 
      	
              (ii)

            	
              Credit
      Support Providers:

            	
              Toyota
      Motor Corporation

              Toyota
      Financial Services Corporation

            	 
      
	
              2.

            	
              [(i)]

            	
              Series
      Number:

            	
              [         ]

            	 
      
	 
      	
              [(ii)]

            	
              Tranche
      Number:

            	
              [Delete if not
      applicable]

            	 
      
	 
      	
              [(iii)]

            	
              Uridashi
      Notes:

            	
              [Applicable]

              [Delete if not
      applicable]

            	 
      
	 
      	 
      	
              (If
      fungible with an existing Series, details of that Series, including the
      date on which the Notes become fungible)

            	 
      
	
              3.

            	
              Specified
      Currency (or Currencies in the case of Dual Currency
    Notes):

            	
              [         ]

            	 
      
	
              4.

            	
              Aggregate
      Nominal Amount of Notes:

            	
              [         ]

            	 
      
	 
      	
              [(i)]

            	
              Series:

            	
              [         ]
      [Delete if not
      applicable]

            	 
      
	 
      	
              [(ii)]

            	
              Tranche:

            	
              [         ]
      [Delete if not
      applicable]

            	 
      
	
              5.

            	
              Issue
      Price:

            	
              [         ]
      per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest
      from [insert
      date] (in the
      case of fungible issues only, if
      applicable)]

            	 
      
	
              6.

            	
              (i)

            	
              Specified
      Denominations:

            	
              [         ]
      (3)

              [         ]

            	 
      
	 
      	 
      	 
      	
              (If the Specified Denomination
      is expressed to be €50,000 or its equivalent and multiples of a lower
      nominal amount (e.g. €1,000) insert the following sample
      wording:

            	 
      
	 
      	 
      	 
      	
              “€50,000 and integral
      multiples of [€1,000] in excess thereof up to and including
      [€99,000].  No Notes in definitive form will be issued with a
      denomination above [€99,000].”)

              N.B.
      Notes with “€50,000 + €1,000” denominations cannot be issued by
      TMCC.

            	 
      
	 
      	 
      	 
      	
              (N.B. If an issue of Notes is:
      (i) NOT admitted to trading on an European Economic Area exchange; and
      (ii) only offered in the EEA in circumstances where a prospectus is not
      required to be published under the Prospectus Directive the €50,000
      minimum denomination is not
required.)

            


    

     

     

    
      
        
        

      

      
        Page
128

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	
              (N.B.  With respect
      to Notes with maturities at issuance of 183 days or less:  if
      relying on United States Treasury Regulation section 1.6049-5(b)(10) to
      avoid withholding tax and reporting requirements, the face amount or
      principal amount must be the equivalent to or greater than U.S.$500,000,
      as determined on the spot rate on the date of
      issuance.)

            	 
      
	 
      	
              (ii)

            	
              Calculation
      Amount:

            	
              [         ]

            	 
      
	 
      	 
      	 
      	
              (If there is only one Specified
      Denomination, insert the Specified Denomination.

            	 
      
	 
      	 
      	 
      	
              If there is more than one
      Specified Denomination (e.g. Specified Denominations of
      €50,000 and
      multiples of €1,000), insert the highest
      common factor of those Specified Denominations. N.B. there must be a
      common factor in the case of two or more Specified
      Denominations).

              N.B.
      Notes with “€50,000 + €1,000” denominations cannot be issued by
      TMCC.

            	 
      
	
              7.

            	
              (i)

            	
              Issue
      Date:

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Interest
      Commencement Date:

            	
              [Specify: Issue Date/Not
      Applicable]

            	 
      
	
              8.

            	
              Maturity
      Date:

            	
              [Specify date or (for Floating
      Rate Notes) Interest Payment Date falling in or nearest to the relevant
      month and
      year]

            	 
      
	
              9.

            	
              Interest
      Basis:

            	
              [[         ]
      per cent. Fixed Rate]

              [[Specify reference rate]
      +/– [         ] per
      cent. Floating Rate]

              [Zero
      Coupon]

              [Index
      Linked Interest]

              [Range
      Accrual Interest]

              [Dual
      Currency Interest]

              [Other
      (specify)]

              (further
      particulars specified below)

            	 
      
	
              10.

            	
              Redemption/Payment
      Basis:
      (4)

            	
              [Redemption
      at par]

              [Index
      Linked Redemption]

              [Dual
      Currency]

              [Partly
      Paid]

              [Instalment]

              [Other
      (specify)]

            	 
      
	
              11.

            	
              Change
      of Interest Basis or Redemption/Payment Basis:

            	
              [Specify details of any
      provision for
      convertibility of Notes into another Interest Basis or
      Redemption/Payment Basis]

            	 
      
	
              12.

            	
              Investor
      Put/Issuer Call Options:

            	
              [Investor
      Put Option]

              [Issuer
      Call Option]

              [(further
      particulars specified below)]

              [Not
      Applicable]

            


    

     

     

    
      
        
        

      

      
        Page
129

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              (i)

            	
              Status
      of the Notes:

            	
              Senior

            	 
      
	 
      	
              (ii)

            	
              Nature
      of the Credit Support:

            	
              See
      “Relationship of TFS and
      the Issuers with the Parent” in the Prospectus dated
      26  September 2008

            	 
      
	 
      	
              (iii)

            	
              [Date
      [Board] approval for issuance of Notes obtained:]

            	
              [See  “General
      Information—Authorisation” section
      of the Prospectus dated 26  September 2008 for the relevant
      board approval dates for the Programme]

              (Where Board (or similar)
      authorisation is required for the particular tranche of Notes or related
      Credit Support)
      [         ] [and
      [         ],
      respectively]

            	 
      
	
              14.

            	
              Method
      of distribution:

            	
              [Syndicated/Non-syndicated]

            	 
      
	
              PROVISIONS
      RELATING TO INTEREST (IF ANY) PAYABLE

            	 
      
	
              15.

            	
              Fixed
      Rate Note Provisions

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Fixed
      Rate[(s)] of Interest:

            	
              [          ]
      per cent. per annum [payable
      [annually/semi-annually/quarterly/monthly/other (specify)] in arrear on
      each Interest Payment Date]

            	 
      
	 
      	
              (ii)

            	
              Interest
      Payment Date(s):

            	
              [         ]
      in each year, commencing on
      [         ], to and including
      [         ] [adjusted in
      accordance with [specify
      Business Day Convention and any Applicable Business Centre(s) for the
      definition of “Business Day” [with no adjustment for
      period end dates]]/not
      adjusted]

            	 
      
	 
      	
              (iii)

            	
              Fixed
      Coupon Amount[(s)]:

              (Applicable to Notes in
      definitive form or “Uridashi
      Notes”)

            	
              [         ]
      per Calculation Amount payable
      [annually/semi-annually/quarterly/monthly]

              [N.B. If Uridashi
      Notes, specify “This Fixed Coupon Amount
      applies if the Fixed Rate Notes are represented by a global Note or
      are in definitive form”]

            	 
      
	 
      	
              (iv)

            	
              Broken
      Amount(s):

              (Applicable to Notes in
      definitive form or “Uridashi
      Notes”)

            	
              [         ]
      per Calculation Amount  payable on the Interest Payment Date
      falling [in/on]
      [         ]

              [Insert particulars of any initial or final
      broken interest amounts which do not correspond with the Fixed Coupon
      Amount(s)]

              [N.B. If Uridashi
      Notes, specify “This Broken Amount applies if
      the Fixed Rate Notes are represented by a global Note or are in definitive
      form”]

            	 
      
	 
      	
              (v)

            	
              Fixed
      Day Count Fraction:

            	
              [Actual/Actual
      (ICMA)] or [Actual/Actual (ISDA)] or [30/360] or [Actual/360] or [other
      (specify)]

            


    

     

     

     

    
      
        
        

      

      
        Page
130

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (vi)

            	
              Determination
      Date(s):

            	
              [         ]
      in each year (insert
      regular interest payment dates, ignoring issue date or maturity date in the case of a long
      or short first or last coupon. (N.B. This will need to be amended in the
      case of regular interest periods which are not of equal duration.)
      N.B. Only
      relevant where the Fixed  Day Count Fraction is Actual/Actual
      (ICMA))

              [Not
      Applicable]

            	 
      
	 
      	
              (vii)

            	
              Other
      terms relating to the method of calculating interest for Fixed Rate
      Notes:

            	
              [Not
      Applicable/give
      details]

            	 
      
	
              16.

            	
              Floating
      Rate Note Provisions

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this
      paragraph)

            	 
      
	 
      	
              (i)

            	
              Specified
      Period(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Specified
      Interest Payment Dates:

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              First
      Interest Payment Date:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Business
      Day Convention:

            	
              [Floating
      Rate Convention/Following Business

              Day
      Convention/Modified Following Business

              Day
      Convention/Preceding Business Day

              Convention/other
      (give
      details)]

            	 
      
	 
      	
              (v)

            	
              Applicable
      Business Centre(s) for purposes of “Business Day”
    definition:

            	
              [London/specify
      others]

            	 
      
	 
      	
              (vi)

            	
              Manner
      in which the Rate(s) of Interest and Interest Amount(s) is/are to be
      determined:

            	
              [Screen
      Rate Determination/ISDA Determination/other (give details – e.g. Range Accrual
      Notes)]

            	 
      
	 
      	
              (vii)

            	
              Party
      responsible for calculating the Rate(s) of Interest and Interest Amount(s)
      (if not the Agent):

            	
              [         ]

            	 
      
	 
      	
              (viii)

            	
              Screen
      Rate Determination:

            	
              [Applicable/Not
      Applicable]

               

            	 
      
	 
      	 
      	
              -
      Reference Rate:

            	
              [         ]

              (Either LIBOR, EURIBOR or
      other, although additional information may be required if other
      – including any amendment to
      fallback provisions in Condition 4(b)(iv))

            	 
      
	 
      	 
      	
              -
      Interest Determination Date(s):

            	
              [Same
      as Condition 4(b)(iv)(F)/specify
      other]

            	 
      
	 
      	 
      	
              -
      Relevant Screen Page:

            	
              [         ]

            	 
      
	 
      	 
      	 
      	
              (In the case of EURIBOR, if not
      Reuters Page EURIBOR01, ensure it is a page which shows a composite
      rate)

            


    

     

     

    
      
        
        

      

      
        Page
131

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ix)

            	
              ISDA
      Determination:

            	
              [Applicable/Not
      Applicable]

            	 
      
	 
      	 
      	
              -
      Floating Rate Option:

            	
              [         ]

            	 
      
	 
      	 
      	
              -
      Designated Maturity:

            	
              [         ]

            	 
      
	 
      	 
      	
              -
      Reset Date:

            	
              [         ]

            	 
      
	 
      	
              (x)

            	
              Margin(s):

            	
              [+/-][        ]
      per cent. per annum

            	 
      
	 
      	
              (xi)

            	
              Minimum
      Rate of Interest:

            	
              [         ]
      per cent. per annum

            	 
      
	 
      	
              (xii)

            	
              Maximum
      Rate of Interest

            	
              [         ]
      per cent. per annum

            	 
      
	 
      	
              (xiii)

            	
              Day
      Count Fraction:

            	
              [Actual/Actual
      (ISDA)] [Actual/Actual]

              [Actual/365
      (Fixed)]

              [Actual/360]

              [30/360]
      [360/360] [Bond Basis]

              [30E/360]
      [Eurobond Basis]

              [30E/360
      (ISDA)]

              [Actual/365
      (Sterling)]

              [Other]

              (See Condition 4(b)(vi) for
      alternatives)

            	 
      
	 
      	
              (xiv)

            	
              Fall
      back provisions, rounding provisions, and any other terms relating to the
      method of calculating interest on Floating Rate Notes, including if
      different from those set out in the Conditions:

            	
              [         ]

              (Give details.  For
      example, if the Interest Period(s) shall be
      adjusted/unadjusted)

              [N.B. If Uridashi Notes or
      if  calculation on a “per denomination” basis is required for other
      reasons, specify “While the Floating Rate
      Notes are
      represented by a global Note, for each relevant Interest Period, apply the
      Rate of Interest to the Calculation Amount pursuant to Condition
      4(b)(vi)(C)”]

            	 
      
	
              17.

            	
              Zero
      Coupon Note Provisions

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining
      sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Accrual
      Yield:

            	
              [         ]
      per cent. per annum

            	 
      
	 
      	
              (ii)

            	
              Reference
      Price:

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Any
      other formula/basis of determining amount payable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Business
      Day Convention:

            	
              [Following
      Business Day Convention/Modified Following Business Day Convention/specify
      other]

            	 
      
	 
      	
              (v)

            	
              Applicable
      Business Centres for purposes of “Business Day”
Definition:

            	
              [London/specify
      others]

            	 
      
	 
      	
              (vi)

            	
              Party
      responsible for calculating the amount due (if not the
    Agent):

            	
              [         ]
      [Not Applicable]

            


    

     

     

    
      
        
        

      

      
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132

        
          

        

      

      
        
        

      

    

    
      	
              18.

            	
              Index Linked Interest
      Note/other variable-linked interest Note Provisions(4)

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Index/Formula/other
      variable:

            	
              [give or annex
      details]

            	 
      
	 
      	
              (ii)

            	
              Party
      responsible for calculating the principal and/or interest
      due  (if not the Agent):

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Provisions
      for determining Coupon where calculated by reference to Index and/or
      Formula and/or other variable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Interest
      Determination Date(s):

            	
              [         ]

            	 
      
	 
      	
              (v)

            	
              Provisions
      for determining Coupon where calculation by reference to Index and/or
      Formula and/or other variable is impossible or impracticable or otherwise
      disrupted:

            	
              [Include a description of
      market disruption
      or settlement disruption events and adjustment provisions, if
      applicable]

            	 
      
	 
      	
              (vi)

            	
              Interest
      Period(s) or other calculation period(s):

            	
              [         ]

              [N.B. If Uridashi
      Notes, specify “While the Floating Rate Notes
      are represented by a global Note, for each relevant Interest
      Period, apply the Rate of Interest to the Calculation Amount pursuant to
      Condition 4(b)(vi)(C)”]

            	 
      
	 
      	
              (vii)

            	
              Determination
      Date(s):

            	
              [give or annex
      details]

            	 
      
	 
      	
              (viii)

            	
              Business
      Day Convention:

            	
              [Floating
      Rate Convention/Following Business Day Convention/Modified Following
      Business Day Convention/Preceding Business Day Convention/other (give
      details)]

            
	 
      	
              (ix)

            	
              Applicable
      Business Centre(s) for purposes of “Business Day”
    Definition

            	
              [London/specify
      others]

            
	 
      	
              (x)

            	
              Minimum
      Rate of Interest/ Interest Amount:

            	
              [         ]
      per cent. per annum

            
	 
      	
              (xi)

            	
              Maximum
      Rate of Interest/ Interest Amount:

            	
              [         ]
      per cent. per annum

            
	 
      	
              (xii)

            	
              Day
      Count Fraction:

            	
              [         ]

            
	
              19.

            	
              Dual Currency Note
      Provisions(4)

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Rate
      of Exchange/method of calculating Rate of Exchange:

            	
              [give or annex
      details]

            


    

     

     

    
      
        
        

      

      
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133

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              Party,
      if any, responsible for calculating the principal and/or interest due (if
      not the Agent):

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Provisions
      applicable where calculation by reference to Rate of Exchange is
      impossible or impracticable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Person
      at whose option Specified Currency(ies) is/are payable:

            	
              [         ]

            	 
      
	 
      	
              (v)

            	
              Determination
      Date(s):

            	
              [give or annex
      details]

            	 
      
	
              PROVISIONS
      RELATING TO REDEMPTION

            	 
      
	
              20.

            	
              Issuer
      Call Option

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Optional
      Redemption Date(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Optional
      Redemption Amount(s) of each Note and method, if any, of calculation of
      such amount(s):

            	
              [[         ]
      per Calculation Amount/specify other/see
      Appendix]

            	 
      
	 
      	
              (iii)

            	
              If
      redeemable in part:

            	 
      	 
      
	 
      	 
      	
              (a)Minimum
      Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	 
      	 
      	
              (b)Maximum
      Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	 
      	
              (iv)

            	
              The
      applicable  period of notice to Noteholders (if different from
      that set out in the Conditions):(5)

            	
              [Same
      as Condition 6(d)/specify
      other]

            	 
      
	 
      	
              (v)

            	
              The
      applicable  period of notice to the Agent (if different from
      that set out in the Conditions):(5)

            	
              [Same
      as Condition 6(d)/specify
      other]

            	 
      
	
              21.

            	
              Investor
      Put Option

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Optional
      Redemption Date(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Optional
      Redemption Amount(s) of each Note and method, if any, of calculation of
      such amount(s):

            	
              [[         ]
      per Calculation Amount/specify other/see
      Appendix]

            	 
      
	 
      	
              (iii)

            	
              Notice
      period (if other than as set out in the Conditions):
      (5)

            	
              [Same
      as Condition 6(e)/specify
      other]

            	 
      
	 
      	
              (iv)

            	
              Other
      details:

            	
              [         ]

            


    

     

     

    
      
        
        

      

      
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134

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              Final Redemption Amount of each
      Note
      (4)

            	
              [         ]
      per Calculation Amount/[other (give details)/see
      Appendix]/[Par]

            	 
      
	 
      	
              In
      cases where the Final Redemption Amount is Index Linked or other
      variable-linked:

            	
              [Applicable/Not
      Applicable]

              (If not Index Linked or other
      variable-linked, delete the remaining sub-paragraphs of this
      paragraph)

            	 
      
	 
      	
              (i)

            	
              Index/Formula/variable:

            	
              [give or annex
      details]

            	 
      
	 
      	
              (ii)

            	
              Party,
      if any, responsible for calculating the Final Redemption Amount (if not
      the Agent):

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Provisions
      for determining the Final Redemption Amount where calculated by reference
      to Index and/or Formula and/or other variable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Determination
      Date(s):

            	
              [         ]

            	 
      
	 
      	
              (v)

            	
              Provisions
      for determining Final Redemption Amount where calculation by reference to
      Index and/or Formula and/or other variable is impossible or impracticable
      or otherwise disrupted:

            	
              [         ]

            	 
      
	 
      	
              (vi)

            	
              Payment
      Date:

            	
              [Include details if payments
      are made other
      than on the Maturity Date]

            	 
      
	 
      	
              (vii)

            	
              Minimum
      Final Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	 
      	
              (viii)

            	
              Maximum
      Final Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	
              23.

            	
              Early Redemption
      Amount:

            	 
      	 
      
	 
      	
              Early
      Redemption Amount of each Note payable on redemption for taxation reasons
      or on event of default and/or the method of calculating the same (if
      required or if different from that set out in the
    Conditions):

            	
              [         ]
      per Calculation Amount/[other (give details)/see
      Appendix]/[Par]

            	 
      
	
              GENERAL
      PROVISIONS APPLICABLE TO THE NOTES

            	 
      
	
              24.

            	
              Form
      of Notes:

            	
              Bearer
      Notes:

            	 
      
	 
      	 
      	 
      	
              [A
      Temporary Global Note in bearer form without Coupons will be deposited
      with a common depositary or, as the case may be, a common safekeeper for
      Clearstream Banking, société anonyme (“Clearstream,
      Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”) on or about
      [the Issue Date/specify
      other date]. The Temporary Global Note is exchangeable for a
      Permanent Global Note in bearer form not earlier than the date that is 40
      days following completion of the distribution of the Notes and upon
      certification of non-U.S. beneficial
ownership.]

            


    

     

    
      
        
        

      

      
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135

        
          

        

      

      
        
        

      

    

    
      	
            	 
      	 
      	
              [A
      Temporary Global Note exchangeable for security printed definitive Notes
      on and after the Exchange Date.]

            	 
      
	 
      	 
      	 
      	
              [A
      Permanent Global Note is exchangeable in whole, but not in part, for
      security printed definitive Notes (a) at the request of the Issuer; (b)
      [upon the Noteholders instructing Euroclear, Clearstream, Luxembourg or
      any other agreed clearing system in which such Permanent Global Note is
      being held to give at least 60 days’ written notice to the Agent[, subject
      to the payment of costs in connection with the printing and distribution
      of definitive Notes]/[(free of charge)]; and/or (c)] (free of charge) upon
      the occurrence of an Exchange Event (as described in “Form of the Notes” in
      the Prospectus dated 26  September 2008).][Paragraph (b) above applies to
      Notes issued by TMCC only.  If paragraphs (a) or (b) are
      inserted, Notes cannot be issued with “€50,000 + €1,000” Specified Denominations. TMCC cannot issue
      Notes with
      “€50,000 +
      €1,000” Specified
      Denominations.]

            	 
      
	 
      	 
      	 
      	
              [N.B. TMF, TCCI and TFA only:
      in respect of Notes with “€50,000 + €1,000” Specified
      Denominations,
      (i) a Permanent Global Note can only be exchangeable for definitive Notes
      upon an Exchange Event, and (ii) the Temporary Global Note can only be
      exchangeable for a Permanent Global Note.] [A Permanent Global Note
      is exchangeable (free of charge) in whole, but not in part for security
      printed definitive Notes only upon the occurrence of an Exchange Event (as
      described in “Form of
      the Notes” in the Prospectus dated 26  September
      2008).]

            	 
      
	 
      	 
      	 
      	
              [N.B. Only TCCI may issue Registered
      Notes] [Registered Global Note exchangeable (free of charge) for
      security printed definitive Notes only upon an Exchange Event (as defined
      in the Registered Global Note)]

            	 
      
	
              25.

            	
              New
      Global Note:

            	
              [Yes][No]

              [N.B. TFA cannot issue Notes
      which are New Global Notes.]

            


    

     

     

    
      
        
        

      

      
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136

        
          

        

      

      
        
        

      

    

     

    
      	
              26.

            	
              Any
      additional Applicable Business Centre(s) or other special provisions
      relating to Payment Dates:

            	
              [Not
      Applicable/give
      details]

              (Note
      that this item relates to the place of payment and not Interest Period end
      dates to which items 15(ii),  16(v) and 18(ix)
      relate)

            	 
      
	
              27.

            	
              Talons
      for future Coupons or Receipts to be attached to definitive Notes (and
      dates on which such Talons mature):

            	
              [Yes/No.
      If yes, give
      details]

            	 
      
	
              28.

            	
              Details
      relating to Partly Paid Notes: amount of each payment comprising the Issue
      Price and date on which each payment is to be made and consequences (if
      any) of failure to pay, including any right of the Issuer to forfeit the
      Notes and interest due on late payment:

            	
              [Not
      Applicable/give
      details]

            	 
      
	
              29.

            	
              Details
      relating to Instalment Notes:

            	
              [Not
      Applicable/give
      details]

            	 
      
	 
      	
              (i)

            	
              Instalment
      Amount(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Instalment
      Date(s):

            	
              [         ]

            	 
      
	
              30.

            	
              Whether
      the Notes will be subject to redenomination or exchange into
      euros:

            	
              [Yes/No](If yes, specify the applicable
      terms in full)

            	 
      
	
              31.

            	
              Further
      issues and consolidation provisions:

            	
              The
      Issuer may from time to time, without the consent of the holders of Notes,
      Receipts or Coupons of this Series, create and issue further Notes of this
      Series having the same terms and conditions as the Notes (or the same
      terms and conditions save for the Issue Date, the amount and the date of
      the first payment of interest thereon and/or the Issue Price) so that the
      same shall be consolidated and form a single Series with the outstanding
      Notes and references in the Conditions to the “Notes” shall be construed
      accordingly

            	 
      
	
              32.

            	
              Other
      final terms or special conditions:

            	
              [Give
      details]

              Negative
      Pledge covenant set out in Condition 3 is [Not
      Applicable][Applicable]

              (For Notes issued by TCCI in
      Canada, specify if Condition 7 is
      not applicable and set out any taxation of payment provisions other than
      as set out in Condition 7)

              (When
      adding any other final terms consideration should be given as to whether
      such terms constitute “significant new factors” and consequently trigger
      the need for a Supplementary Prospectus under Article 16 of the Prospectus
      Directive.)

            


    

     

     

    
      
        
        

      

      
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              DISTRIBUTION

            	 
      
	
              33.

            	
              (i)

            	
              If
      syndicated, names of Managers:

            	
              [Not
      Applicable/give
      details]

              (If the Notes are derivative
      securities to which Annex XII of the Prospectus Directive Regulation
      applies, include names and addresses of entities agreeing to underwrite the
      issue on a firm
      commitment basis and of the entities agreeing to place the issue without a
      firm commitment or on a “best efforts” basis if such entities are
      not the same as the Managers)

               

            	 
      
	 
      	
              (ii)

            	
              [Date
      of Syndicate Purchase Agreement:

            	
              [         ]]*

            	 
      
	 
      	
              [(iii)]

            	
              Stabilising
      Manager (if any):

            	
              [Not
      Applicable/give
      name]

            	 
      
	
              34.

            	
              If
      non-syndicated, name of relevant Dealer/Purchaser:

            	
              [Not
      Applicable/give
      name]

            	 
      
	
              35.

            	
              U.S.
      Selling Restrictions:

            	
              [Reg.
      S Compliance Category 2; TEFRA D/TEFRA rules not applicable]

              (TEFRA D will be applicable to certain
      legended Notes issued by TMCC maturing in 183 days
      or less)

            	 
      
	
              35.

            	
              Additional
      selling restrictions

            	
              Selling
      restrictions, including those applicable to the United States, United
      Kingdom, European Economic Area, Japan, the Netherlands, Canada,
      Australia, New Zealand, Hong Kong and Switzerland are set out in the
      Prospectus dated 26  September 2008 and Appendix 2 of the
      Amended and Restated Programme Agreement dated 26  September
      2008 [and the Syndicate Purchase Agreement dated
      [      ], among the Managers and the
      Issuer][Add additional
      country-specific selling restrictions]

            	 
      
	
              [PURPOSE
      OF FINAL TERMS

            	 
      
	
              These
      Final Terms comprise the final terms required for issue and admission to
      trading on the [London Stock Exchange’s Regulated Market/specify other relevant regulated
      market] of the Notes described herein pursuant to the
      €40,000,000,000 Euro Medium Term Note Programme of Toyota Motor Finance
      (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
      Limited and Toyota Motor Credit Corporation.]

            	 
      
	
              RESPONSIBILITY

            	 
      
	
              The
      Issuer accepts responsibility for the information contained in these Final
      Terms. [[Relevant third
      party information] has been extracted from [specify source]. The
      Issuer confirms that such information has been accurately reproduced and
      that, so far as it is aware and is able to ascertain from information
      published by [specify
      source], no facts have been omitted which would render the
      reproduced information inaccurate or misleading.]

            	 
      


    

    
 

    
      
        
        

      

      
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138

        
          

        

      

      
        
        

      

    

    
      	
              Signed
      on behalf of the Issuer:

            
	
              By:..............................................................

            
	
                          Duly
      authorised

              cc:
      The Bank of New York Mellon

            


    

    



    
      
         


      

      
        Page
139

        
          

        

      

      
         


      

    

     

    
      	
              PART
      B – OTHER INFORMATION

            


      
        	 
      	
                1.LISTING

              	 
      
	 
      	
                (i)

              	
                Admission
      to trading:

              	
                [Application
      has been made by the Issuer (or on its behalf) for the Notes to be
      admitted to trading on [the London Stock Exchange’s Regulated Market]
      [other/specify
      details] with effect from
      [       ].  [Other] [Not
      Applicable.]

                (Where documenting a fungible
      issue need to indicate that original securities are already admitted to
      trading.)

              
	 
      	
                (ii)

              	
                Estimate
      of total expenses related to admission to trading:

              	
                [         ]

              
	 
      	
                2.RATINGS

              	 
      
	 
      	
                Programme
Ratings:

              	
                For
      information on Programme Ratings see “General
      Information—Credit Ratings” in the
      Prospectus dated 26  September 2008. [The Notes to be issued
      have been rated:

              
	 
      	 
      	
                [S
      & P:
      [         ]]

              
	 
      	 
      	
                [Moody’s:
      [         ]]

              
	 
      	 
      	
                [[Other]:
      [         ]]

              
	 
      	 
      	
                [Need
      to include a brief explanation of the meaning of the ratings if an
      explanation different from that contained in the Prospectus has previously
      been published by the rating provider.]

              
	 
      	 
      	
                (The
      above disclosure should reflect the rating allocated to particular Notes
      where the issue has been specifically rated.)]

              
	 
      	
                3.[INTERESTS
      OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]

                Need
      to include a description of any interest, including conflicting ones, that
      is material to the issue/offer, detailing the persons involved and the
      nature of the interest.  May be satisfied by the inclusions of
      the following statement:

                “Save
      as discussed in “Subscription and Sale”
      in the Prospectus dated 26  September 2008,  so far as
      the Issuer is aware, no person involved in the offer of the Notes has an
      interest material to the offer.” [Amend as appropriate if there
      are other interests]

                [When adding any other
      description, consideration should be given as to whether such matters
      described
      constitute “significant new
      factors” and
      consequently trigger the need for a Supplementary Prospectus under Article
      16 of the Prospectus
Directive.]

              


      

    

     

    
      
        
        

      

      
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140

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.REASONS
      FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES

            
	
              [(i)Reasons for the
      offer:

            	
              As
      set out in “Use of
      Proceeds” in the Prospectus dated 26  September
      2008

              (See “Use of Proceeds” wording in the Prospectus
      – if reasons for offer
      different from making profit and/or hedging certain risks will need to
      include those reasons here)

            
	
              [(ii)]Estimated net
      proceeds:

            	
              [         ]
      ([before]/[after] deduction of estimated expenses]

              (If proceeds are intended for
      more than one use will need to split out and present in order of priority.
      If proceeds insufficient to fund all proposed uses state amount
      and sources of
      other funding.)

            
	
              [(iii)] Estimated total
      expenses:

            	
              [         ]
      [Include breakdown of
      expenses (e.g. legal fees)]

            
	 
      	
              (N.B.: If the Notes are
      derivative securities to which Annex XII of the Prospectus Directive
      Regulation applies, (i) above is required where the reasons
      for the offer are different from making profit and/or hedging certain
      risks and, where such reasons are inserted in (i), disclosure of net
      proceeds and total expenses at (ii) and (iii) above are also
      required)

            
	
              5.Fixed
      Rate Notes only - YIELD

            
	
              Indication of
    yield:

            	
              [         ]

              [The
      yield is the internal rate of return of the cash flows over the duration
      of the Notes assuming an initial amount of [   ] per cent.
      and final amount of [   ] per cent.]

              [Include alternative method of
      calculating yield
      in summary form.]

              [As
      set out above, the yield is calculated at the Issue Date on the basis of
      the Issue Price. It is not an indication of future yield]

              [Not
      applicable to unlisted Notes]

            
	
              6.Index Linked or other
      variable-linked Notes only - PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE
      AND OTHER INFORMATION CONCERNING THE UNDERLYING AND POST ISSUANCE
      INFORMATION

            
	
              [Need to include details of
      where past and future performance and volatility of the index/formula can
      be obtained.]

              [Need to include a description of any
      market disruption or settlement disruption events that affect the
      underlying.]

              [Need to include adjustment
      rules in relation to events concerning the
underlying.]

              [Where the underlying is (i) a
      security, need to include the name of the Issuer and the ISIN or other
      security identification code of the security, (ii) an index, need to
      include the name of the index and a description if composed by the Issuer
      and if the index is not composed by the Issuer need to include details of
      where the information about the index can be obtained, (iii) an interest
      rate, need to include a description of the interest rate, or (iv) a basket
      of underlyings, need to include disclosure of the relevant weightings of
      each underlying in the basket. Where the underlying does not fall within
      these categories need to include equivalent
      information.*]

              [Give details][Not
      applicable]

              [The
      Issuer intends to provide post-issuance information [specify what information will
      be reported and where it can be obtained] [does not intend to
      provide post-issuance information on the underlying]

              [The
      Issuer intends to provide post-issuance information [specify what information will
      be reported and where it can be obtained] [does not intend to
      provide post-issuance information on the underlying]

              [Not
      Applicable to unlisted Notes]

              (N.B. This paragraph 6 only
      applies if the Notes are derivative securities to which Annex XII of the
      Prospectus Directive Regulation
applies)

            


    

     

     

     

    
      
        
        

      

      
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141

        
          

        

      

      
        
        

      

    

     

    
      	
              7.Dual
      Currency Notes only - PERFORMANCE OF RATE[S] OF
EXCHANGE

            
	
              [Need to include details of
      where past and future performance and volatility of the relevant rates can
      be obtained.]

              [Need to include a description
      of any market disruption or settlement disruption events that affect the
      underlying.]

              [Need to include adjustment rules in
      relation to events concerning the underlying.]

              [Give details][Not
      Applicable]

              [Not
      Applicable to unlisted Notes]

              (N.B. This paragraph 7 only
      applies if the Notes are derivative securities to which Annex XII of the
      Prospectus Directive Regulation applies)

            
	
              8.OPERATIONAL
      INFORMATION

            
	
              (i)ISIN Code:

            	
              [Give details] [Not
      Applicable]

            
	
              (ii)Common
Code:

            	
              [Give details] [Not
      Applicable]

            
	
              (iii)Any clearing system(s)
      other than Euroclear Bank S.A./N.V. and Clearstream Banking, société
      anonyme and the relevant identification number(s):

            	
              [Not
      Applicable/give name(s)
      and number(s)]

            
	
              (iv)Delivery:

            	
              Delivery
      [against/free of] payment

            
	
              (v)Names and addresses of
      additional Paying Agent(s) (if any):

            	
              [Give details][Not
      Applicable]

            


    

     

     

     

    
      
        
        

      

      
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142

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (vi) Notes to be held in a
      manner which would allow Eurosystem eligibility:

            	
              [Yes]
      [No]

              [Note
      that the designation “yes” simply means that the Notes are intended upon
      issue to be deposited with one of the international central securities
      depositaries as common safekeeper and does not necessarily mean that the
      Notes will be recognised as eligible collateral for Eurosystem monetary
      policy and intra-day credit operations by the Eurosystem either upon issue
      or at any or all times during their life. Such recognition will
      depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if
      “yes” selected in which case the
      Notes must be issued in NGN
form]

            


    

                 

     

    Notes:

     

    (1)           Only
include details of a Supplementary Prospectus in which the Conditions have been
amended or information added for the purposes of all future issues under the
Programme.

     

    (2)           Article 14.2
of the Prospectus Directive provides that a Prospectus is deemed available to
the public when, inter alia, made available (i) in printed form free of
charge at the offices of the market on which securities are being admitted to
trading; or (ii) at the registered office of the Issuer and at the offices
of the financial intermediaries placing or selling the securities, including
Paying Agents; or (iii) in an electronic form on the Issuer's website; or
(iv) in an electronic form on the website of the regulated market where the
admission to trading is sought. Article 16 of the Prospectus Directive
requires that the same arrangements are applied to Supplementary
Prospectuses.

     

    (3)           Section 6:
Where the Notes have a maturity of less than one year and the issue proceeds are
to be accepted in the United Kingdom, such Notes will be subject to section 19
FSMA unless their denomination is £100,000 or more (or its equivalent in other
currencies) and they are only issued to “professionals” within
Article 9(2)(a) of the Financial Services and Markets Act (Regulated
Activities) Order 2001.  Add the following language:

     

    “Notes (including Notes denominated in
Sterling) in respect of which the issue proceeds are to be accepted by the
Issuer in the United Kingdom or whose issue otherwise constitutes a
contravention of section 19 FSMA and which have a maturity of less than one year
must have a minimum redemption value of £100,000 (or its equivalent in other
currencies).”

     

    (4)           If
the Final Redemption Amount is other than 100 per cent. of the nominal value,
the Notes will be derivative securities for the purposes of the Prospectus
Directive and the requirements of Annex XII to the Prospectus Directive
Regulation will apply.

     

    (5)           If
setting notice periods which are different to those provided in the terms and
conditions, Issuers are advised to consider the practicalities of distribution
of information through intermediaries, for example, clearing systems and
custodians, as well as any other notice requirements which may apply, for
example, as between the Issuer and its fiscal agent.

     

    *           Required
for derivative securities to which Annex XII of the Prospectus Directive
Regulation applies. See footnote  4 above.

     


    
      
         


      

      
        Page
143

        
          

        

      

      
         


      

    


    ANNEX
B TO APPENDIX D

     

    FORM
OF FINAL TERMS

     

    Part B

     

    [FORM
OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF LESS
THAN €50,000 (OR EQUIVALENT) TO BE ADMITTED TO TRADING ON AN EEA REGULATED
MARKET AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN THE
EEA]

     

    FINAL
TERMS

    


    


     

    [TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

     

    [TOYOTA
CREDIT CANADA INC.]

     

    [TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

     

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    


    


    


    €40,000,000,000

    Euro
Medium Term Note Programme

    established
by

    Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

    Toyota
Finance Australia Limited (ABN 48 002 435 181) and

    Toyota
Motor Credit Corporation

    


    


    


    


    Series
No. [       ]

    


    Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]

    


    


    _________________________

    


    Issue
price:  [       ] per
cent.

    


    _________________________

    


    


    


    


    


    [Dealer]/[Managers]

    


    


    The
date of these Final Terms is
[              ]


    
      
         


      

      
        Page
144

        
          

        

      

      
         


      

    


    Final
Terms

     

    Dated
[         ]

     

    [TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

    [TOYOTA
CREDIT CANADA INC.]

    [TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

    [TOYOTA
MOTOR CREDIT CORPORATION]

     

    Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]

    under
the €40,000,000,000

    Euro
Medium Term Note Programme

     

    established
by

     

    Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

     

    Toyota
Finance Australia Limited and Toyota Motor Credit Corporation

     

    PART
A – CONTRACTUAL TERMS

     

    [The
Prospectus dated 26 September 2008 [as supplemented from time to time] referred
to below (as completed by these Final Terms) has been prepared on the basis
that, except as provided in sub-paragraph (ii) below, any offer of Notes in any
Member State of the European Economic Area which has implemented the Prospectus
Directive (2003/71/EC) (each, a “Relevant Member State”) will
be made pursuant to an exemption under the Prospectus Directive, as implemented
in that Relevant Member State, from the requirement to publish a prospectus for
offers of the Notes.  Accordingly, any person making or intending to
make an offer of the Notes may only do so in:

     

    
      	
              (i)

            	
              circumstances
      in which no obligation arises for the Issuer or any Dealer or Manager to
      publish a prospectus pursuant to Article 3 of the Prospectus Directive or
      supplement a prospectus pursuant to Article 16 of the Prospectus
      Directive, in each case in relation to such offer;
  or

            


    

     

    
      	
              (ii)

            	
              those
      Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below,
      provided such person is one of the persons mentioned in Paragraph 10 of
      Part B below and that such offer is made during the Offer Period specified
      for such purposes therein.

            


    

     

    Neither
the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the
making of any offer of Notes in any other circumstances.]

     

    [Include the above legend where a
non-exempt offer of Notes is anticipated.]

     

    [The
Prospectus dated 26 September 2008 referred to below (as completed by these
Final Terms) has been prepared on the basis that any offer of Notes in any
Member State of the European Economic Area which has implemented the Prospectus
Directive (2003/71/EC) (each, a “Relevant Member State”) will
be made pursuant to an exemption under the Prospectus Directive, as implemented
in that Relevant Member State, from the requirement to publish a prospectus for
offers of the Notes.  Accordingly, any person making or intending to
make an offer in that Relevant Member State of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer or
Manager to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer.  Neither the
Issuer nor any Dealer or Manager has authorised, nor do they authorise, the
making of any offer of Notes in any other circumstances.]

     

    [Include the above legend where only an exempt
offer of Notes is anticipated.]

     

    Terms
used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth in the Prospectus dated 26 September 2008 [and the
Supplementary Prospectus[es] dated
[         ]],(1)  which
[together] constitute[s] a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This
document

     


    
      
         


      

      
        Page
145

        
          

        

      

      
         


      

    


    constitutes
the Final Terms of the Notes described herein for the purposes of Article 5.4 of
the Prospectus Directive and must be read in conjunction with such Prospectus
[as so supplemented], including all documents incorporated by reference
therein.  Full information on the Issuer and the offer of the Notes is
only available on the basis of the combination of these Final Terms and the
Prospectus [as so supplemented].  The Prospectus [and the
Supplementary Prospectus] [is] [are] available for viewing and copies may be
obtained from the principal office in London, England of The Bank of New York
Mellon, the issuing and principal paying agent for the Notes, at One Canada
Square, London E14 5AL and at www.londonstockexchange.com/rns.(2)

     

    [The following alternative language
applies if the first tranche of an issue which is being increased was issued
under a Prospectus or Offering Circular with an earlier
date.

     

    Terms
used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions (the “Conditions”) set forth in and
extracted from the Offering Circular dated
[               ]
and which are incorporated by reference in the Prospectus dated 26 September
2008.  This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive
(Directive 2003/71/EC) (the “Prospectus Directive”) and
must be read in conjunction with the Prospectus dated 26 September 2008 [and the
Supplementary Prospectus[es] dated
[         ]],(1)  which
[together] constitute[s] a base prospectus for the purposes of the Prospectus
Directive, including the Conditions which are extracted from the Offering
Circular dated
[               ]  and
incorporated by reference in the Prospectus dated 26 September 2008 and which
are attached hereto.  Full information on the Issuer and the offer of
the Notes is only available on the basis of the combination of these Final Terms
and the Prospectus dated 26 September 2008 [and the Supplementary Prospectus[es]
dated [         ]].  The
Prospectus [and the Supplementary Prospectus[es]] are available for viewing and
copies may be obtained from the principal office in London, England of The Bank
of New York Mellon, the issuing and principal paying agent for the Notes, at One
Canada Square, London E14 5AL and at www.londonstockexchange.com/rns.(2)]

     

    [Include whichever of the following apply or
specify as “Not
Applicable”. Note that
the numbering should remain as set out below, even if “Not Applicable” is indicated for individual
paragraphs or sub-paragraphs. Italics denote guidance for completing the Final
Terms.]

     

    [When completing any Final Terms, or
adding any other final terms or information, consideration should be given as to
whether such terms or information constitute “significant new factors” and consequently trigger the need
for a supplement to the Prospectus under Article 16 of the Prospectus
Directive.]

     

    
      	
              1.

            	
              (i)

            	
              Issuer:

            	
              [         ]
      (the “Issuer”)

            	 
      
	 
      	
              (ii)

            	
              Credit
      Support Providers:

            	
              Toyota
      Motor Corporation

              Toyota
      Financial Services Corporation

            	 
      
	
              2.

            	
              [(i)]

            	
              Series
      Number:

            	
              [         ]

            	 
      
	 
      	
              [(ii)]

            	
              Tranche
      Number:

            	
              [Delete if not
      applicable]

            	 
      
	 
      	
              [(iii)]

            	
              Uridashi
      Notes:

            	
              [Applicable]

              [Delete if not
      applicable]

            	 
      
	 
      	 
      	
              (If
      fungible with an existing Series, details of that Series, including the
      date on which the Notes become fungible)

            	 
      
	
              3.

            	
              Specified
      Currency (or Currencies in the case of Dual Currency
    Notes):

            	
              [         ]

            


    

     

     

    
      
        
        

      

      
        Page
146

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Aggregate
      Nominal Amount of Notes:

            	
              [         ]

            	 
      
	 
      	
              [(i)]

            	
              Series:

            	
              [         ]
      [Delete if not
      applicable]

            	 
      
	 
      	
              [(ii)]

            	
              Tranche:

            	
              [         ]
      [Delete if not
      applicable]

            	 
      
	
              5.

            	
              Issue
      Price:

            	
              [         ]
      per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest
      from [insert
      date] (in the
      case of fungible issues only, if
      applicable)]

            	 
      
	
              6.

            	
              (i)

            	
              Specified
      Denominations:

            	
              [         ]
      (3)

              [         ]

            	 
      
	 
      	
              (ii)

            	
              Calculation
      Amount:

            	
              [         ]

            	 
      
	 
      	 
      	 
      	
              (If there is only one
      Specified
      Denomination, insert the Specified Denomination.

            	 
      
	 
      	 
      	 
      	
              If there is more than one
      Specified Denomination insert the highest common factor of those Specified
      Denominations.  N.B. there must be a common
      factor in the case of two or more Specified Denominations)

            	 
      
	
              7.

            	
              (i)

            	
              Issue
      Date:

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Interest
      Commencement Date:

            	
              [Specify: Issue Date/Not
      Applicable]

            	 
      
	
              8.

            	
              Maturity
      Date:

            	
              [Specify date or (for Floating
      Rate Notes) Interest Payment Date falling in or nearest to the relevant
      month and year]

            	 
      
	
              9.

            	
              Interest
      Basis:

            	
              [[         ]
      per cent. Fixed Rate]

              [[Specify reference rate]
      +/– [         ] per
      cent. Floating Rate]

              [Zero
      Coupon]

              [Index
      Linked Interest]

              [Range
      Accrual Interest]

              [Dual
      Currency Interest]

              [Other
      (specify)]

              (further
      particulars specified below)

            	 
      
	
              10.

            	
              Redemption/Payment
      Basis:
      (4)

            	
              [Redemption
      at par]

              [Index
      Linked Redemption]

              [Dual
      Currency]

              [Partly
      Paid]

              [Instalment]

              [Other
      (specify)]

            	 
      
	
              11.

            	
              Change
      of Interest Basis or Redemption/Payment Basis:

            	
              [Specify details of any
      provision for convertibility of Notes
      into another
      Interest Basis or Redemption/Payment Basis]

            	 
      
	
              12.

            	
              Investor
      Put/Issuer Call Options:

            	
              [Investor
      Put Option]

              [Issuer
      Call Option]

              [(further
      particulars specified below)]

              [Not
      Applicable]

            


    

     

     

    
      
        
        

      

      
        Page
147

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              (i)

            	
              Status
      of the Notes:

            	
              Senior

            	 
      
	 
      	
              (ii)

            	
              Nature
      of the Credit Support:

            	
              See
      “Relationship of TFS and
      the Issuers with the Parent” in the Prospectus dated
      26  September 2008

            	 
      
	 
      	
              (iii)

            	
              [Date
      [Board] approval for issuance of Notes obtained:]

            	
              [See  “General
      Information—Authorisation” section
      of  the Prospectus dated 26  September 2008 for the
      relevant board approval dates for the Programme]

              (Where Board (or similar)
      authorisation is required for the particular tranche of Notes or related
      Credit Support)
      [         ] [and
      [         ],
      respectively]

            	 
      
	
              14.

            	
              Method
      of distribution:

            	
              [Syndicated/Non-syndicated]

            	 
      
	
              PROVISIONS
      RELATING TO INTEREST (IF ANY) PAYABLE

            	 
      
	
              15.

            	
              Fixed
      Rate Note Provisions

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Fixed
      Rate[(s)] of Interest:

            	
              [          ]
      per cent. per annum [payable
      [annually/semi-annually/quarterly/monthly/other (specify)] in arrear on
      each Interest Payment Date]

            	 
      
	 
      	
              (ii)

            	
              Interest
      Payment Date(s):

            	
              [         ]
      in each year, commencing on
      [         ], to and including
      [         ] [adjusted in
      accordance with [specify
      Business Day Convention and any Applicable Business Centre(s) for the
      definition of “Business Day” [with no adjustment for
      period end dates]]]/not
      adjusted]

            	 
      
	 
      	
              (iii)

            	
              Fixed
      Coupon Amount[(s)]:

              (Applicable to Notes in definitive form
      or “Uridashi
      Notes”)

            	
              [         ]
      per Calculation Amount payable
      [annually/semi-annually/quarterly/monthly]

              [N.B. If Uridashi
      Notes, specify “This Fixed Coupon Amount
      applies if the Fixed Rate Notes are represented by a global Note or are in definitive
      form”]

            	 
      
	 
      	
              (iv)

            	
              Broken
      Amount(s):

              (Applicable to Notes in
      definitive form or “Uridashi
      Notes”)

            	
              [         ]
      per Calculation Amount  payable on the Interest Payment Date
      falling [in/on]
      [         ]

              [Insert particulars of any
      initial or final
      broken interest amounts which do not correspond with the Fixed Coupon
      Amount[(s)]

              [N.B. If Uridashi
      Notes, specify “This Broken Amount applies if
      the Fixed Rate Notes are represented by a global Note or are in definitive
      form”]

            	 
      
	 
      	
              (v)

            	
              Fixed
      Day Count Fraction:

            	
              [Actual/Actual
      (ICMA)] or [Actual/Actual (ISDA)] or [30/360] or [Actual/360] or [other
      (specify)]

            


    

     

     

    
      
        
        

      

      
        Page
148

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (vi)

            	
              Determination
      Date(s):

            	
              [         ]
      in each year (insert
      regular interest payment dates, ignoring issue date or maturity date in
      the case of a
      long or short first or last coupon. (N.B. This will need to be amended in
      the case of regular interest periods which are not of equal duration.)
      N.B. Only
      relevant where the Fixed  Day Count Fraction is Actual/Actual
      (ICMA))

              [Not
      Applicable]

            	 
      
	 
      	
              (vii)

            	
              Other
      terms relating to the method of calculating interest for Fixed Rate
      Notes:

            	
              [Not
      Applicable/give
      details]

            	 
      
	
              16.

            	
              Floating
      Rate Note Provisions

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Specified
      Period(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Specified
      Interest Payment Dates:

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              First
      Interest Payment Date:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Business
      Day Convention:

            	
              [Floating
      Rate Convention/Following Business

              Day
      Convention/Modified Following Business

              Day
      Convention/Preceding Business Day

              Convention/other
      (give
      details)]

            	 
      
	 
      	
              (v)

            	
              Applicable
      Business Centre(s) for purposes of “Business Day”
    definition:

            	
              [London/specify
      others]

            	 
      
	 
      	
              (vi)

            	
              Manner
      in which the Rate(s) of Interest and Interest Amount(s) is/are to be
      determined:

            	
              [Screen
      Rate Determination/ISDA Determination/other (give details – e.g. Range Accrual
      Notes)]

            	 
      
	 
      	
              (vii)

            	
              Party
      responsible for calculating the Rate(s) of Interest and Interest Amount(s)
      (if not the Agent):

            	
              [         ]

            	 
      
	 
      	
              (viii)

            	
              Screen
      Rate Determination:

            	
              [Applicable/Not
      Applicable]

            	 
      
	 
      	 
      	
              -
      Reference Rate:

            	
              [         ]
      (Either LIBOR, EURIBOR
      or other, although additional information may be required if other
      – including any amendment to
      fallback provisions in Condition 4(b)(iv))

            	 
      
	 
      	 
      	
              -
      Interest Determination Date(s):

            	
              [Same
      as Condition 4(b)(iv)(F)/specify
      other]

            	 
      
	 
      	 
      	
              -
      Relevant Screen Page:

            	
              [         ]

            	 
      
	 
      	 
      	 
      	
              (In the case of EURIBOR, if not
      Reuters Page EURIBOR01, ensure it is a page which shows a composite
      rate)

            


    

     

     

     

    
      
        
        

      

      
        Page
149

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ix)

            	
              ISDA
      Determination:

            	
              [Applicable/Not
      Applicable]

            	 
      
	 
      	 
      	
              -
      Floating Rate Option:

            	
              [         ]

            	 
      
	 
      	 
      	
              -
      Designated Maturity:

            	
              [         ]

            	 
      
	 
      	 
      	
              -
      Reset Date:

            	
              [         ]

            	 
      
	 
      	
              (x)

            	
              Margin(s):

            	
              [+/-][        ]
      per cent. per annum

            	 
      
	 
      	
              (xi)

            	
              Minimum
      Rate of Interest:

            	
              [         ]
      per cent. per annum

            	 
      
	 
      	
              (xii)

            	
              Maximum
      Rate of Interest

            	
              [         ]
      per cent. per annum

            	 
      
	 
      	
              (xiii)

            	
              Day
      Count Fraction:

            	
              [Actual/Actual
      (ISDA)] [Actual/Actual]

              [Actual/365
      (Fixed)]

              [Actual/360]

              [30/360]
      [360/360] [Bond Basis]

              [30E/360]
      [Eurobond Basis]

              [30E/360
      (ISDA)]

              [Actual/365
      (Sterling)]

              [Other]

              (See Condition 4(b)(vi) for
      alternatives)

            	 
      
	 
      	
              (xiv)

            	
              Fall
      back provisions, rounding provisions, and any other terms relating to the
      method of calculating interest on Floating Rate Notes, including if
      different from those set out in the Conditions:

            	
              [         ]
      (Give
      details.  For example, if the Interest Period(s) shall be
      adjusted/unadjusted)

              [N.B. If Uridashi Notes or
      if  calculation on a “per denomination” basis is required for other
      reasons, specify “While the Floating Rate Notes
      are represented by a global Note, for each relevant
      Interest Period, apply the Rate of Interest to the Calculation Amount
      pursuant to Condition 4(b)(vi)(C)”]

            	 
      
	
              17.

            	
              Zero
      Coupon Note Provisions

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this
    paragraph)

            	 
      
	 
      	
              (i)

            	
              Accrual
      Yield:

            	
              [         ]
      per cent. per annum

            	 
      
	 
      	
              (ii)

            	
              Reference
      Price:

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Any
      other formula/basis of determining amount payable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Business
      Day Convention:

            	
              [Following
      Business Day Convention/Modified Following Business Day Convention/specify
      other]

            	 
      
	 
      	
              (v)

            	
              Applicable
      Business Centres for purposes of “Business Day”
Definition:

            	
              [London/specify
      others]

            	 
      
	 
      	
              (vi)

            	
              Party
      responsible for calculating the amount due (if not the
    Agent):

            	
              [         ]
      [Not Applicable]

            	 
      
	
              18.

            	
              Index Linked Interest
      Note/other variable-linked interest Note Provisions(4)

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this
  paragraph)

            


    

     

     

    
      
        
        

      

      
        Page
150

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	
              (i)

            	
              Index/Formula/other
      variable:

            	
              [give or annex
      details]

            	 
      
	 
      	
              (ii)

            	
              Party
      responsible for calculating the principal and/or interest
      due  (if not the Agent):

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Provisions
      for determining Coupon where calculated by reference to Index and/or
      Formula and/or other variable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Interest
      Determination Date(s):

            	
              [         ]

            	 
      
	 
      	
              (v)

            	
              Provisions
      for determining Coupon where calculation by reference to Index and/or
      Formula and/or other variable is impossible or impracticable or otherwise
      disrupted:

            	
              [need to include a description
      of market disruption or settlement disruption events and
      adjustment provisions]

            	 
      
	 
      	
              (vi)

            	
              Interest
      Period(s) or other calculation period(s):

            	
              [         ]

              [N.B. If Uridashi
      Notes, specify “While the Floating Rate Notes
      are represented by a global Note, for each relevant Interest
      Period, apply the
      Rate of Interest to the Calculation Amount pursuant to Condition
      4(b)(vi)(C)”]

            	 
      
	 
      	
              (vii)

            	
              Determination
      Date(s):

            	
              [give or annex
      details]

            	 
      
	 
      	
              (viii)

            	
              Business
      Day Convention:

            	
              [Floating
      Rate Convention/Following Business Day Convention/Modified Following
      Business Day Convention/Preceding Business Day Convention/other (give
      details)]

            
	 
      	
              (ix)

            	
              Applicable
      Business Centre(s) for purposes of “Business Day”
    Definition

            	
              [London/specify
      others]

            
	 
      	
              (x)

            	
              Minimum
      Rate of Interest/ Interest Amount:

            	
              [         ]
      per cent. per annum

            
	 
      	
              (xi)

            	
              Maximum
      Rate of Interest/ Interest Amount:

            	
              [         ]
      per cent. per annum

            
	 
      	
              (xii)

            	
              Day
      Count Fraction:

            	
              [         ]

            
	
              19.

            	
              Dual Currency Note
      Provisions(4)

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Rate
      of Exchange/method of calculating Rate of Exchange:

            	
              [give or annex
      details]

            	 
      
	 
      	
              (ii)

            	
              Party,
      if any, responsible for calculating the principal and/or interest due (if
      not the Agent):

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Provisions
      applicable where calculation by reference to Rate of Exchange is
      impossible or impracticable:

            	
              [         ]

            


    

     

     

    
      
        
        

      

      
        Page
151

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (iv)

            	
              Person
      at whose option Specified Currency(ies) is/are payable:

            	
              [         ]

            	 
      
	 
      	
              (v)

            	
              Determination
      Date(s):

            	
              [give or annex
      details]

            	 
      
	
              PROVISIONS
      RELATING TO REDEMPTION

            	 
      
	
              20.

            	
              Issuer
      Call Option

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Optional
      Redemption Date(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Optional
      Redemption Amount(s) of each Note and method, if any, of calculation of
      such amount(s):

            	
              [[         ]
      per Calculation Amount/specify other/see
      Appendix]

            	 
      
	 
      	
              (iii)

            	
              If
      redeemable in part:

            	 
      	 
      
	 
      	 
      	
              (a)           Minimum
      Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	 
      	 
      	
              (b)           Maximum
      Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	 
      	
              (iv)

            	
              The
      applicable  period of notice to Noteholders (if different from
      that set out in the Conditions):(5)

            	
              [Same
      as Condition 6(d)/specify
      other]

            	 
      
	 
      	
              (v)

            	
              The
      applicable  period of notice to the Agent (if different from
      that set out in the Conditions):(5)

            	
              [Same
      as Condition 6(d)/specify
      other]

            	 
      
	
              21.

            	
              Investor
      Put Option

            	
              [Applicable/Not
      Applicable]

              (If not applicable, delete the
      remaining sub-paragraphs of this paragraph)

            	 
      
	 
      	
              (i)

            	
              Optional
      Redemption Date(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Optional
      Redemption Amount(s) of each Note and method, if any, of calculation of
      such amount(s):

            	
              [[         ]
      per Calculation Amount/specify other/see
      Appendix]

            	 
      
	 
      	
              (iii)

            	
              Notice
      period (if other than as set out in the Conditions):
      (5)

            	
              [Same
      as Condition 6(e)/specify
      other]

            	 
      
	 
      	
              (iv)

            	
              Other
      details:

            	
              [         ]

            	 
      
	
              22.

            	
              Final Redemption Amount of each
      Note
      (4)

            	
              [         ]
      per Calculation Amount/[other (give details)/see
      Appendix]/[Par]

            	 
      
	 
      	
              In
      cases where the Final Redemption Amount is Index Linked or other
      variable-linked:

            	
              [Applicable/Not
      Applicable]

              (If not Index Linked or other
      variable-linked, delete the remaining sub-paragraphs of this
      paragraph)

            


    

     

     

    
      
        
        

      

      
        Page
152

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	
              (i)

            	
              Index/Formula/variable:

            	
              [give or annex
      details]

            	 
      
	 
      	
              (ii)

            	
              Party,
      if any, responsible for calculating the Final Redemption Amount (if not
      the Agent):

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Provisions
      for determining the Final Redemption Amount where calculated by reference
      to Index and/or Formula and/or other variable:

            	
              [         ]

            	 
      
	 
      	
              (iv)

            	
              Determination
      Date(s):

            	
              [         ]

            	 
      
	 
      	
              (v)

            	
              Provisions
      for determining Final Redemption Amount where calculation by reference to
      Index and/or Formula and/or other variable is impossible or impracticable
      or otherwise disrupted:

            	
              [         ]

            	 
      
	 
      	
              (vi)

            	
              Payment
      Date:

            	
              [Include details if payments
      are made other than on the Maturity Date]

            	 
      
	 
      	
              (vii)

            	
              Minimum
      Final Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	 
      	
              (viii)

            	
              Maximum
      Final Redemption Amount:

            	
              [         ]
      per Calculation Amount

            	 
      
	
              23.

            	
              Early Redemption
      Amount:

            	 
      	 
      
	 
      	
              Early
      Redemption Amount of each Note payable on redemption for taxation reasons
      or on event of default and/or the method of calculating the same (if
      required or if different from that set out in the
    Conditions):

            	
              [         ]
      per Calculation Amount/[other (give details)/see
      Appendix]/[Par]

            	 
      
	
              GENERAL
      PROVISIONS APPLICABLE TO THE NOTES

            	 
      
	
              24.

            	
              Form
      of Notes:

            	
              Bearer
      Notes:

            	 
      
	 
      	 
      	 
      	
              [A
      Temporary Global Note in bearer form without Coupons will be deposited
      with a common depositary or, as the case may be, a common safekeeper for
      Clearstream Banking, société anonyme (“Clearstream,
      Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”) on or about
      [the Issue Date/specify
      other date]. The Temporary Global Note is exchangeable for a
      Permanent Global Note in bearer form not earlier than the date that is 40
      days following completion of the distribution of the Notes and upon
      certification of non-U.S. beneficial
ownership.]

            


    

     

     

    
      
        
        

      

      
        Page
153

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	 
      	 
      	
              [A
      Temporary Global Note exchangeable for security printed definitive Notes
      on and after the Exchange Date.]

            	 
      
	 
      	 
      	 
      	
              [A
      Permanent Global Note is exchangeable in whole, but not in part, for
      security printed definitive Notes (a) at the request of the Issuer; (b)
      [upon the Noteholders instructing Euroclear, Clearstream, Luxembourg or
      any other agreed clearing system in which such Permanent Global Note is
      being held to give at least 60 days’ written notice to the Agent[, subject
      to the payment of costs in connection with the printing and distribution
      of definitive Notes]/[(free of charge)]; and/or (c)] (free of charge) upon
      the occurrence of an Exchange Event (as described in “Form of the Notes” in
      the Prospectus dated 26  September 2008).][Paragraph (b) above applies to
      Notes issued by TMCC only]

            	 
      
	 
      	 
      	 
      	
              [N.B. Only TCCI may issue Registered
      Notes] [Registered Global Note exchangeable (free of charge) for
      security printed definitive Notes only upon an Exchange Event (as defined
      in the Registered Global Note)]

            	 
      
	
              25.

            	
              New
      Global Note:

            	
              [Yes][No]

              [N.B. TFA cannot issue Notes
      which are New Global Notes.]

            	 
      
	
              26.

            	
              Any
      additional Applicable Business Centre(s) or other special provisions
      relating to Payment Dates:

            	
              [Not
      Applicable/give
      details]

              (Note
      that this item relates to the place of payment and not Interest Period end
      dates to which items 15(ii),  16(v) and 18(ix)
      relate)

            	 
      
	
              27.

            	
              Talons
      for future Coupons or Receipts to be attached to definitive Notes (and
      dates on which such Talons mature):

            	
              [Yes/No.
      If yes, give
      details]

            	 
      
	
              28.

            	
              Details
      relating to Partly Paid Notes: amount of each payment comprising the Issue
      Price and date on which each payment is to be made and consequences (if
      any) of failure to pay, including any right of the Issuer to forfeit the
      Notes and interest due on late payment:

            	
              [Not
      Applicable/give
      details]

            	 
      
	
              29.

            	
              Details
      relating to Instalment Notes:

            	
              [Not
      Applicable/give
      details]

            	 
      
	 
      	
              (i)

            	
              Instalment
      Amount(s):

            	
              [         ]

            	 
      
	 
      	
              (ii)

            	
              Instalment
      Date(s):

            	
              [         ]

            	 
      
	
              30.

            	
              Whether
      the Notes will be subject to redenomination or exchange into
      euros:

            	
              [Yes/No](If yes, specify the applicable
      terms in full)

            


    

     

     

    
      
        
        

      

      
        Page
154

        
          

        

      

      
        
        

      

    

     

    
      	
              31.

            	
              Further
      issues and consolidation provisions:

            	
              The
      Issuer may from time to time, without the consent of the holders of Notes,
      Receipts or Coupons of this Series, create and issue further Notes of this
      Series having the same terms and conditions as the Notes (or the same
      terms and conditions save for the Issue Date, the amount and the date of
      the first payment of interest thereon and/or the Issue Price) so that the
      same shall be consolidated and form a single Series with the outstanding
      Notes and references in the Conditions to the “Notes” shall be construed
      accordingly

            	 
      
	
              32.

            	
              Other
      final terms or special conditions:

            	
              [Give
      details]

              Negative
      Pledge covenant set out in Condition 3 is [Not
      Applicable][Applicable]

              (For Notes issued by TCCI in
      Canada, specify if Condition 7 is
      not applicable and set out any taxation of payment provisions other than
      as set out in
      Condition 7)

            	 
      
	 
      	 
      	
              (When
      adding any other final terms consideration should be given as to whether
      such terms constitute “significant new factors” and consequently trigger
      the need for a Supplementary Prospectus under Article 16 of the Prospectus
      Directive.)

            	 
      
	
              DISTRIBUTION

            	 
      
	
              33.

            	
              (i)

            	
              If
      syndicated, names [and addresses] of Managers [and underwriting
      commitments]:

            	
              [Not
      Applicable/give details
      [and addresses and underwriting commitments]]

              (Include names and addresses of
      entities agreeing to underwrite the issue on a firm commitment basis and
      names and addresses of the entities agreeing to place the issue without a
      firm commitment or on a “best efforts” basis if such entities are not the
      same as the Managers.)

            	 
      
	 
      	
              (ii)

            	
              Date
      of Syndicate Purchase Agreement:

            	
              [         ]

            	 
      
	 
      	
              (iii)

            	
              Stabilising
      Manager (if any):

            	
              [Not
      Applicable/give
      name]

            	 
      
	
              34.

            	
              If
      non-syndicated, name [and address] of relevant
      Dealer/Purchaser:

            	
              [Not
      Applicable/give name
      [and address]]

            	 
      
	
              35.

            	
              Total
      commission and concession:

            	
              [[         ]
      per cent. of the Aggregate Nominal Amount of Notes]/[See Paragraph 10 of
      Part B below]

            


    

     

     

    
      
        
        

      

      
        Page
155

        
          

        

      

      
        
        

      

    

     

     

    
      	
              36.

            	
              U.S.
      Selling Restrictions:

            	
              [Reg.
      S Compliance Category 2; TEFRA D/TEFRA rules not applicable]

              (TEFRA D will be applicable to
      certain legended Notes issued by TMCC maturing in 183 days
      or less)

            	 
      
	
              37.

            	
              Non-exempt
      Offer:

            	
              [Not
      Applicable]/[Applicable – see Paragraph 10 of Part B
below]

            	 
      
	
              38.

            	
              Additional
      selling restrictions

            	
              Selling
      restrictions, including those applicable to the United States, United
      Kingdom, the European Economic Area, Japan, the Netherlands, Canada,
      Australia, New Zealand, Hong Kong and Switzerland are set out in the
      Prospectus dated 26 September 2008 and Appendix 2 of the Amended and
      Restated Programme Agreement dated 26 September 2008 [and the Syndicate
      Purchase Agreement dated [      ], among the
      Managers and the Issuer][Add additional
      country-specific selling restrictions]

            	 
      
	
              [PURPOSE
      OF FINAL TERMS

            	 
      
	
              These
      Final Terms comprise the final terms required for issue
      [and][,] [public offer in the Public Offer Jurisdictions] [and]
      admission to trading on the [London Stock Exchange’s Regulated
      Market/specify other
      relevant regulated market] of the Notes described herein pursuant
      to the €40,000,000,000 Euro Medium Term Note Programme of Toyota Motor
      Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance
      Australia Limited and Toyota Motor Credit Corporation.]

            	 
      
	
              RESPONSIBILITY

            	 
      
	
              The
      Issuer accepts responsibility for the information contained in these Final
      Terms. [[Relevant third
      party information] has been extracted from [specify source]. The
      Issuer confirms that such information has been accurately reproduced and
      that, so far as it is aware and is able to ascertain from information
      published by [specify
      source], no facts have been omitted which would render the
      reproduced information inaccurate or
  misleading.]

            


    

     

     

    
      	
              Signed
      on behalf of the Issuer:

            
	
              By:..............................................................

            
	
                          Duly
      authorised

              cc:
      The Bank of New York Mellon

            


    

    



    
      
         


      

      
        Page
156

        
          

        

      

      
         


      

    


    PART
B – OTHER INFORMATION

     

    
      	
              1.LISTING

            	 
      
	
               

            	
               

            	
              [Application
      has been made by the Issuer (or on its behalf) for the Notes to be
      admitted to trading on [the London Stock Exchange’s Regulated Market]
      [other/specify
      details] with effect from
      [       ].  [Other] [Not
      Applicable.]

              (Where documenting a fungible
      issue need to indicate that original securities are already admitted to
      trading.)

            
	
               

            	
               

            	
              [         ]

            
	
              2.RATINGS

            	 
      
	
              Programme
Ratings:

            	
              For
      information on Programme Ratings see “General
      Information—Credit Ratings” in the
      Prospectus dated 26  September 2008. [The Notes to be issued
      have been rated:

            
	 
      	
              [S
      & P:
      [         ]]

            
	 
      	
              [Moody’s:
      [         ]]

            
	 
      	
              [[Other]:
      [         ]]

            
	 
      	
              [Need
      to include a brief explanation of the meaning of the ratings if an
      explanation different from that contained in the Prospectus has previously
      been published by the rating provider.]

            
	 
      	
              (The
      above disclosure should reflect the rating allocated to particular Notes
      where the issue has been specifically rated.)]

            
	
              3.[INTERESTS
      OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]

              Need
      to include a description of any interest, including conflicting ones, that
      is material to the issue/offer, detailing the persons involved and the
      nature of the interest.  May be satisfied by the inclusions of
      the following statement:

              “Save
      as discussed in “Subscription and Sale”
      in the Prospectus dated 26  September 2008,  so far as
      the Issuer is aware, no person involved in the offer of the Notes has an
      interest material to the offer.” [Amend as appropriate if there
      are other interests]

              [When adding any other
      description, consideration should be given as to whether such matters
      described
      constitute “significant new
      factors” and
      consequently trigger the need for a Supplementary Prospectus under Article
      16 of the Prospectus
Directive.]

            


    

     

     

     

    
      
        
        

      

      
        Page
157

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 
      	
              4.REASONS
      FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES

            
	
              [(i)Reasons for the
      offer:

            	
              As
      set out in “Use of
      Proceeds” in the Prospectus dated 26  September
      2008

              (See “Use of Proceeds” wording in the Prospectus
      – if reasons for offer
      different from
      making profit and/or hedging certain risks will need to include those
      reasons here)

            
	
              [(ii)]Estimated net
      proceeds:

            	
              [         ]
      ([before]/[after] deduction of estimated expenses]

              (If proceeds are intended for
      more than one use will need to split out and present in order of
      priority. If proceeds insufficient to fund all proposed uses state amount
      and sources of other funding.)

            
	
              [(iii)] Estimated total
      expenses:

            	
              [         ]
      [Include breakdown of
      expenses (e.g. legal fees)]

            
	 
      	
              (N.B.: If the Notes
      are derivative
      securities to which Annex XII of the Prospectus Directive Regulation
      applies (i) above is required where the reasons for the offer are
      different from making profit and/or hedging certain risks and, where such
      reasons are inserted in (i), disclosure of net proceeds and
      total expenses at (ii) and (iii) above are also
      required)

            
	
              5.Fixed
      Rate Notes only - YIELD

            
	
              Indication of
      yield:

            	
              [         ]

              [The
      yield is the internal rate of return of the cash flows over the duration
      of the Notes assuming an initial amount of [   ] per cent.
      and final amount of [   ] per cent.]

              [Include alternative method of
      calculating yield in summary form.]

              [As
      set out above, the yield is calculated at the Issue Date on the basis of
      the Issue Price. It is not an indication of future yield]

              [Not
      applicable to unlisted Notes]

            


    

    
      
        	
                6.
      Floating Rate Notes only - HISTORIC INTEREST RATES

              
	
                Details
      of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters]
      [Give other
      details][Not Applicable][Not Applicable to unlisted
      Notes]

              


      



    
      
        
        

      

      
        Page
158

        
          

        

      

       

       

      
        	
                7.Index Linked or other
      variable-linked Notes only - PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE
      AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND
      OTHER INFORMATION CONCERNING THE UNDERLYING AND POST ISSUANCE
      INFORMATION

              
	
                [Need to include details of where
      past and future performance and volatility of the index/formula can be
      obtained.]

                [Need to include a description
      of any market disruption or settlement disruption events that affect the
      underlying.]

                [If there is a
      derivative
      component in the interest or the Notes are derivative securities to which
      Annex XII of the Prospectus Directive Regulation applies, need to include adjustment rules
      in relation to events concerning the underlying.]

                [Need to include a clear and
      comprehensive
      explanation of how the value of the investment is affected by the
      underlying and the circumstances when the risks are most
      evident.]

                [Where the underlying is (i) a
      security, need to include the name of the Issuer and the ISIN or other
      security identification code of the security, (ii) an index, need to
      include the name of the index and a description if composed by the Issuer
      and if the index is not composed by the Issuer need to include details
      of where the information about the index can be obtained, (iii) an
      interest rate, need to include a description of the interest rate, or (iv)
      a basket of underlyings, need to include disclosure of the relevant
      weightings of each underlying in the basket. Where the underlying does not
      fall within these categories need to include equivalent
      information.*]

                [Give details][Not
      applicable]

                [The
      Issuer intends to provide post-issuance information [specify what information will
      be reported and where it can be obtained] [does not intend to
      provide post-issuance information on the
      underlying]

                [Not
      Applicable to unlisted
Notes]

              


      

      
        	
                 

              
	
                8.Dual
      Currency Notes only - PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION
      OF EFFECT ON VALUE OF INVESTMENT

              
	
                [Need to include details of
      where past and future performance and volatility of the relevant rates can be
      obtained.]

                [Need to include a description
      of any market disruption or settlement disruption events that affect the
      underlying.]

                [Need to include adjustment
      rules in relation to events concerning the
underlying.]

                [Need to include a
      clear and
      comprehensive explanation of how the value of the investment is affected
      by the underlying and the circumstances when the risks are most
      evident.]

                [Give details][Not
      Applicable]

                [Not
      Applicable to unlisted Notes]

              
	
                9.OPERATIONAL
      INFORMATION

              
	
                (i)         ISIN
      Code:

              	
                [Give details] [Not
      Applicable]

              
	
                (ii)         Common
      Code:

              	
                [Give details] [Not
      Applicable]

              


      

       

       

      
        
          
          

        

        
          Page
159

          
            

          

        

        
          
          

        

      

       

      
        	
                (iii)Any clearing system(s)
      other than Euroclear Bank S.A./N.V. and Clearstream Banking, société
      anonyme and the relevant identification number(s):

              	
                [Not
      Applicable/give name(s)
      and number(s)]

              
	
                (iv)Delivery:

              	
                Delivery
      [against/free of] payment

              
	
                (v)Names and addresses of
      additional Paying Agent(s) (if any):

              	
                [Give details][Not
      Applicable]

              


      

      
        	
                (vi)Notes to be held in a
      manner which would allow Eurosystem eligibility:

              	
                [Yes]
      [No]

                [Note
      that the designation “yes” simply means that the Notes are intended upon
      issue to be deposited with one of the international central securities
      depositaries as common safekeeper and does not necessarily mean that the
      Notes will be recognised as eligible collateral for Eurosystem monetary
      policy and intra-day credit operations by the Eurosystem either upon issue
      or at any or all times during their life. Such recognition will depend
      upon satisfaction of the Eurosystem eligibility criteria.] [include this text if
      “yes” selected in which case the
      Notes must be issued in NGN form]

              
	
                10.

              	
                TERMS AND CONDITIONS OF THE
      PUBLIC OFFER (6)

              
	 
      	
                The
      UK Listing Authority has provided the competent authorities in, inter
      alia, each of [Austria, Belgium, Finland, Germany, Ireland, Italy,
      Luxembourg, the Netherlands, Norway, Spain and Sweden [delete irrelevant
      ones/others specify]](7)
      (together with the United Kingdom, the “Public Offer
      Jurisdictions”) with a certificate of approval attesting that the
      Prospectus has been drawn up in accordance with the Prospectus
      Directive.  Copies of these Final Terms will be provided to the
      competent authorities in the Public Offer Jurisdictions (save for the
      Austrian competent authority which has confirmed that it does not require
      such a copy).

                The
      Issuer has agreed to allow the use of these Final Terms and the Prospectus
      by each of the Managers and any placers (authorised by any of the
      Managers) involved in the offer (the “Placers”) in connection
      with possible offers of the Notes to the public in the Public Offer
      Jurisdictions during the Offer Period.

                Investors
      (as defined in the final paragraph on the first page of the Prospectus)
      intending to acquire or acquiring the Notes from any Offeror (as defined
      in the final paragraph on the first page of the Prospectus) should, as
      indicated in the legend, make appropriate enquiries as to whether that
      Offeror is acting in association with the Issuer.  Whether or
      not the Offeror is described as acting in association with the Issuer, the
      Issuer’s only relationship is with the Managers and the Issuer has no
      relationship with or obligation to, nor shall it have any relationship
      with or obligation to, an Investor, save as may arise under any applicable
      law or regulation.

                The
      Issuer is only offering to and selling to the Managers pursuant to and in
      accordance with the terms of the Syndicate Purchase Agreement.(8)  All
      sales to persons other than the Managers will be made by the Managers or
      persons to whom they sell, and/or otherwise make arrangements with,
      including the Placers. The Issuer shall not be liable for any offers
      and/or sales of Notes to, or purchases of Notes by,
  

              


      

       

       

      
        
          
          

        

        
          Page
160

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                Investors
      at any time (including during the Offer Period) (other than in respect of
      offers and sales to, and purchases of Notes by, the Managers and only then
      pursuant to the Syndicate Purchase Agreement) which are made by Managers
      or Placers or any other Offeror in accordance with the arrangements in
      place between any such Manager, Placer or other Offeror and its
      customers.  Any person selling Notes at any time during the
      Offer Period may not be a financial intermediary of the Issuer; any person
      selling Notes at any time after the Offer Period is not a financial
      intermediary of the Issuer.

                Each
      of the Managers has acknowledged and agreed, and any Placer will be
      required by the Managers to acknowledge and agree, that for the purpose of
      offer(s) of the Notes the Issuer has passported the Prospectus into each
      of the Public Offer Jurisdictions and will not passport the Prospectus
      into any other European Economic Area Member State; accordingly, the Notes
      may only be publicly offered in Public Offer Jurisdictions during the
      Offer Period or offered to qualified investors (as defined in the
      Prospectus Directive) or otherwise in compliance with Article 3(2) of the
      Prospectus Directive in any other European Economic Area Member State
      pursuant to and in accordance with the Prospectus and the Final Terms
      (without modification or supplement); and that all offers of Notes by it
      will be made only in accordance with the selling restrictions set forth in
      the Prospectus and the provisions of these Final Terms and in compliance
      with all applicable laws and regulations, provided that no such offer of
      Notes shall require the Issuer or any Manager to publish a prospectus
      pursuant to Article 3 of the Prospectus Directive (or supplement a
      prospectus pursuant to Article 16 of the Prospectus Directive) or to take
      any other action in any jurisdiction other than as described
      above.

                 

              
	 
      	
                (i)

              	
                Offer
      Period:

              	
                From
      the date of publication of these Final Terms being
      [         ] 200[ ] to
      [         ],
      [         ],(9)
      provided that the offer period will not commence in Germany until such
      time as the advertisement recommended by the competent authority in
      Germany has been duly published.
      (10)

              
	 
      	
                (ii)

              	
                Offer
      Price:

              	
                The
      Issuer has offered and will sell the Notes to the Managers (and no one
      else) at the Issue Price of
      [         ] per cent. less a
      total commission [and concession] of
      [         ] per cent. of the
      Aggregate Nominal Amount of Notes.  Managers and Placers will
      offer and sell the Notes to their customers in accordance with
      arrangements in place between each such Manager and its customers
      (including Placers) or each such Placer and its customers by reference to
      the Issue Price and market conditions prevailing at the
    time.

              
	 
      	
                (iii)

              	
                Conditions
      to which the offer is subject:

              	
                Offers
      of the Notes are conditional on their issue and are subject to such
      conditions as are set out in the Syndicate Purchase
      Agreement.  As between Managers and their customers (including
      Placers) or between Placers and their customers, offers of the Notes are
      further subject to such conditions as may be agreed between them and/or as
      is specified in the arrangements in place between
  them.

              


      

       

       

      
        
          
          

        

        
          Page
161

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (iv)

              	
                Description
      of the application process:

              	
                A
      prospective Noteholder will purchase the Notes in accordance with the
      arrangements in place between the relevant Manager and its customers or
      the relevant Placer and its customers, relating to the purchase of
      securities generally.  Noteholders (other than Managers) will
      not enter into any contractual arrangements directly with the Issuer in
      connection with the offer or purchase of the Notes.

              
	 
      	
                (v)

              	
                Description
      of possibility to reduce subscriptions and the manner for refunding excess
      amount paid by applicants:

              	
                Not
      Applicable

              
	 
      	
                (vi)

              	
                Details
      of the minimum and/or maximum amount of application (whether in number of
      Notes or aggregate amount to invest):

              	
                There
      are no pre-identified allotment criteria.  The Managers and the
      Placers will adopt allotment and/or application criteria in accordance
      with customary market practices and applicable laws and regulations and/or
      as otherwise agreed between them.

              
	 
      	
                (vii)

              	
                Method
      and time limits for paying up the Notes and for delivery of the
      Notes:

              	
                The
      Notes will be sold by the Issuer to the Managers on a delivery versus
      payment basis on the Issue Date.  Prospective Noteholders will
      be notified by the relevant Manager or Placer of their allocations of
      Notes and the settlement arrangements in respect
  thereof.

              
	 
      	
                (viii)

              	
                Manner
      and date in which results of the offer are to be made
    public:

              	
                Not
      Applicable

              
	 
      	
                (ix)

              	
                Procedure
      for exercise of any right of pre-emption, negotiability of subscription
      rights and treatment of subscription rights not exercised:

              	
                Not
      Applicable

              
	 
      	
                (x)

              	
                Details
      of any tranche(s) reserved for certain countries:

              	
                Not
      Applicable

              
	 
      	
                (xi)

              	
                Process
      for notification to applicants of the amount allotted and indication
      whether dealing may begin before notification is made:

              	
                Prospective
      Noteholders will be notified by the relevant Manager or Placer in
      accordance with the arrangements in place between such Managers or Placers
      and its customers. Any dealings in the Notes which take place will be at
      the risk of prospective
Noteholders.

              


      

       

       

      
        
          
          

        

        
          Page
162

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
            	
              (xii)

            	
              Amount
      of any expenses and taxes specifically charged to the
      Noteholders:

            	
              Not
      Applicable

            
	 
      	
              (xiii)

            	
              Name(s)
      and address(es),  to the extent known to the Issuer, of the
      Placers in the various countries where the offer takes
    place:

            	
              [None
      known to the Issuer][specify]
      (11)

            


    

     

                 

     

    Notes:

     

    (1)           Only
include details of a Supplementary Prospectus in which the Conditions have been
amended or information added for the purposes of all future issues under the
Programme.

     

    (2)           Article 14.2
of the Prospectus Directive provides that a Prospectus is deemed available to
the public when, inter alia, made available (i) in printed form free of
charge at the offices of the market on which securities are being admitted to
trading; or (ii) at the registered office of the Issuer and at the offices
of the financial intermediaries placing or selling the securities, including
Paying Agents; or (iii) in an electronic form on the Issuer's website; or
(iv) in an electronic form on the website of the regulated market where the
admission to trading is sought. Article 16 of the Prospectus Directive
requires that the same arrangements are applied to Supplementary
Prospectuses.

     

    (3)           Section 6:
Where the Notes have a maturity of less than one year and the issue proceeds are
to be accepted in the United Kingdom, such Notes will be subject to section 19
FSMA unless their denomination is £100,000 or more (or its equivalent in other
currencies) and they are only issued to “professionals” within
Article 9(2)(a) of the Financial Services and Markets Act (Regulated
Activities) Order 2001.  Add the following language:

     

    “Notes (including Notes denominated in
Sterling) in respect of which the issue proceeds are to be accepted by the
Issuer in the United Kingdom or whose issue otherwise constitutes a
contravention of section 19 FSMA and which have a maturity of less than one year
must have a minimum redemption value of £100,000 (or its equivalent in other
currencies).”

     

    (4)           If
the Final Redemption Amount is other than 100 per cent. of the nominal value the
Notes will be derivative securities for the purposes of the Prospectus Directive
and the requirements of Annex XII to the Prospectus Directive Regulation will
apply.

     

    (5)           If
setting notice periods which are different to those provided in the terms and
conditions, Issuers are advised to consider the practicalities of distribution
of information through intermediaries, for example, clearing systems and
custodians, as well as any other notice requirements which may apply, for
example, as between the Issuer and its fiscal agent.

     

    (6)           Consider
the circumstances in which the items specified below need to be completed or
marked “Not Applicable” by reference to the requirement of the relevant home
and/or host Member States where any non-exempt public offer is being made, in
compliance with the Prospectus Directive, as implemented in such Member
States.

     

    (7)           Specify
only the jurisdictions where public offers may be made.

     

    (8)           Assumes
a syndicated transaction.  If not a syndicated transaction – describe
the dealer and the dealer agreement and replace references to Managers and
Syndicate Purchase Agreement throughout.

     


    
      
         


      

      
        Page
163

        
          

        

      

      
         


      

    


    (9)           Any
period longer than the Issue Date needs to be negotiated in advance of mandate
as that extends the period when supplements will be required to be made for new
information.

     

    (10)           Only
required if Germany is included as a Public Offer Jurisdiction.

     

    (11)           If
the Issuer is unaware of the identity of the Placers then insert “none known to
the Issuer”. Otherwise insert the names (and addresses) of those that are known
and include the following reference “(other Placers may become involved but as
at the date of these Final Terms these are the only ones known to the
Issuer)”.

     

    *           Required
for derivative securities to which Annex XII of the Prospectus Directive
Regulation applies. See footnote  4 above.

     


    
      
         


      

      
        Page
164

        
          

        

      

      
         


      

    


    ANNEX
C TO APPENDIX D


     

    FORM
OF PURCHASER’S CONFIRMATION TO THE ISSUER

     

    [Date]

     

    
      	
              To:

            	
              [Toyota
      Motor Finance (Netherlands) B.V.]

            


    

     

    
      	
               
      

            	
              [Toyota
      Credit Canada Inc.]

            


    

     

    
      	
               
      

            	
              [Toyota
      Finance Australia Limited]

            


    

     

    
      	
               
      

            	
              [Toyota
      Motor Credit Corporation]

            


    

     

    
      	
              c.c.

            	
              [AGENT]

            


    

     

    [Name
of Issuer]

    [Name
of Notes]

    issued
pursuant to the €40,000,000,000 Euro Medium Term Note Programme

    of
Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

    Toyota
Finance Australia Limited (ABN 48 002 435 181) and

    Toyota
Motor Credit Corporation

    


    We hereby
confirm the agreement for the issue to us of [describe issue] Notes due
[   ] (the Notes) under the above
Programme in accordance with the Programme Agreement dated 26 September 2008
[(the Programme
Agreement)] and pursuant to the terms of issue set out in the Final Terms
which we are faxing herewith.

     

    [In
connection with our purchase of such Notes, we:

     

    
      	
               
      

            	
              1.

            	
              agree
      with the Issuer for itself and as agent for the Dealers (each as defined
      in the Programme Agreement, that we will be bound by the provisions of the
      Programme Agreement (a copy of which has been supplied to us), with the
      exception of Clauses 3 to 5 and 10 to 12 inclusive, as if we had been
      named as Dealer therein; and

            


    

     

    
      	
               
      

            	
              2.

            	
              confirm
      that, where the Issuer authorises us to provide copies of documents and to
      make representations and statements in connection with the issue of Notes,
      such authorisation relates only to the documents, statements and
      representations in Clause 7 of the Programme Agreement, subject to the
      limitations contained in that
Clause.]

            


    

     

    [The
selling commission in respect of the Notes will be
[     ] per cent. of the nominal amount of the Notes
and will be deductible from the net proceeds of the issue.]

     

    The Notes
are to be credited to [Euroclear/Clearstream, Luxembourg] account number
[               ]
in the name of [Name of
Purchaser].

     

    [Insert
if Final Terms relate to an Issue of Notes with a Specified Denomination of less
than €50,000 (or its equivalent) to be admitted to trading on an EEA regulated
market and/or offered on an exempt basis in the EEA

     

    In
addition, as set out in Appendix 2 of the Programme Agreement (and for the
avoidance of doubt, the following provisions are Selling Restrictions with
respect to the Notes and part of the Programme Agreement for the purposes of the
issue of the Notes):

     

    
      	
               
      

            	
              (a)

            	
              we
      represent and agree, that we have not offered or sold and we will not
      offer or sell, whether through financial intermediaries or otherwise, any
      such Notes

            


    

     


    
      
         


      

      
        Page
165

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              to
      the public in any EEA Member State by means of the Prospectus dated 26
      September 2008, the applicable Final Terms or any other document, other
      than to qualified investors (as defined in the Prospectus
      Directive);

            


    

     

    
      	
               
      

            	
              (b)

            	
              we
      acknowledge that no action has been taken by the Issuer or any other
      person that would, or is intended to permit an offer to the public of any
      such Notes in any country or jurisdiction at any time where any such
      action for that purpose is required;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              we
      undertake that we will not, directly or indirectly, offer or sell any such
      Notes or distribute or publish any offering circular, prospectus, form of
      application, advertisement or other document or information in any country
      or jurisdiction except under circumstances that will result in compliance
      with any applicable laws and regulations and all offers and sales of any
      such Notes by us will be made on the same terms, and provided that no such
      offer or sale of Notes by us, whether through financial intermediaries or
      otherwise, shall require the Issuer, us or any such financial
      intermediaries to publish a prospectus pursuant to Article 3 of the
      Prospectus Directive or supplement a prospectus pursuant to Article 16 of
      the Prospectus Directive.]

            


    

     

    [Unless
otherwise defined in this letter, terms and expressions defined in the Programme
Agreement shall have the same meanings in this letter, except where the context
requires otherwise.]

     

    [Insert
if Uridashi Notes:  We confirm that the Notes will not be offered or
sold in the European Economic Area.]

     

    [Insert
if Uridashi Notes:  Selling
Restriction]

     

    The Notes
may not be offered or sold, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan (which term as used herein means any person
resident in Japan, including any corporation or other entity organised under the
laws of Japan) except in compliance with the terms of [the securities
registration statement and the amendments thereto/the shelf registration
statement, the amendments thereto and the supplemental document] that have
been, or will be, filed by the Issuer with the Director-General of the Kanto
Local Finance Bureau of the Ministry of Finance in Japan with respect to a
secondary distribution (Uridashi) of the Notes in
Japan pursuant to the Financial Instruments and Exchange Law of Japan or under
circumstances which will result in compliance with all applicable laws,
regulations and guidelines promulgated by the relevant Japanese governmental and
regulatory authorities in effect at the relevant time.]

     

    This
letter and any non-contractual obligations arising out of or in connection with
this letter shall be governed by, and construed in accordance with, the laws of
England.

     

    Please
confirm your agreement to the terms of issue by signing and faxing to us a copy
of the attached Final Terms.  Please also fax a copy of the Final
Terms to the Agent.

     

    For and
on behalf of [Name of
Purchaser]

     

    
      	
              By:

            	
              ______________________

            


    

     

    
      	
               
      

            	
              Authorised
      signatory

            


    

     


    
      
         


      

      
        Page
166

        
          

        

      

      
         


      

    


    
      	
              ANNEX
      D TO APPENDIX D

            


    

     

    
      	
              FORM
      OF THE ISSUER’S CONFIRMATION TO AGENT AND
  PURCHASERS

            


    

     

    [Date]

     

    To: The
Bank of New York Mellon

     

    and:
[Name of Purchaser]

     

    [Name
of Issuer]

    [Name
of Notes]

    issued
pursuant to the €40,000,000,000 Euro Medium Term Note Programme

    of
Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

    Toyota
Finance Australia Limited (ABN 48 002 435 181) and

    Toyota
Motor Credit Corporation

    


    We hereby
confirm our instruction to The Bank of New York Mellon as Agent to prepare,
complete, authenticate and issue a Temporary Global Note and a Permanent Global
Note in accordance with:

     

    
      	
              (a)

            	
              the
      information contained in the confirmation from [Name of Purchaser] (a
      copy of which is attached hereto);
and

            


    

     

    
      	
              (b)

            	
              the
      terms of the Operating and Administrative Procedures Memorandum relating
      to the above Programme,

            


    

     

    and to
give instructions to [Euroclear/Clearstream, Luxembourg/other]* to credit the account number
[          ] in the name of
[Name of Purchaser]
with the Notes represented by such Temporary Global Note against payment of
[          ] to the account of
The Bank of New York Mellon, account number
[          ] with
[Euroclear/Clearstream, Luxembourg/other]* being
the [net] subscription price of such Notes.

     

    [Toyota
Motor Finance (Netherlands) B.V.]

     

    [Toyota
Credit Canada Inc.]

     

    [Toyota
Finance Australia Limited]

     

    


     

    By:
_____________________________

     

    [Toyota
Motor Credit Corporation

    


    By:
_________________________

    Name:

    Title:]

    


     

    [Form of
Purchaser’s confirmation to be attached]

     

    

      

    

      
      
        	
                *

              	
                [Delete
      as appropriate]

              


      

       

    


    
      
         


      

      
        Page
167

        
          

        

      

      
         


      

    


    ANNEX
E TO APPENDIX D

     

    TRADING
DESK INFORMATION

     

    The
Issuers

     

     

     TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

    Atrium,
Strawinskylaan 3105

    1077 ZX
Amsterdam

    The
Netherlands

    Telephone: 31
20 502 5312

    Telefax: 31
20 502 5419

    Attention:  Managing
Director

     

     

    TOYOTA
CREDIT CANADA INC.

    80 Micro
Court, Suite 200

    Markham

    Ontario
L3R 9Z5

    Canada

    Telephone
No: 905 513 8200

    Fax No:
905 513 8335

    Attention:
Executive Vice President

     

     

    TOYOTA
FINANCE AUSTRALIA LIMITED

    Level 9,
207 Pacific Highway

    St
Leonards

    NSW
2065

    Australia

    Telephone
No: 61 2 9430 0000

    Fax No:
61 2 9430 0913

    Attention:
Treasurer

     

     

    TOYOTA
MOTOR CREDIT CORPORATION

    19001
South Western Avenue

    Torrance,
California 90501

    Telephone
No: (310) 468-4001

    Fax No:
(310) 468-6194

    Attention:
Corporate Manager, Treasury

     

    The
Dealers

    
      	
              MERRILL
      LYNCH INTERNATIONAL

              Merrill
      Lynch Financial Centre 2 King Edward Street

              London
      EC1A 1HQ

              Telephone:
      0207 995 3995 Telefax: 0207 995 2968

              Attn:
      EMTN Trading and Distribution Desk

            	
              BARCLAYS
      BANK PLC

              5
      The North Colonnade

              Canary Wharf

              London
      E14 4BB

              Telephone:
      0207 773 9090

              Telefax:
      0207 773 4876

              Attn:
      MTN Dealers

            	
              BNP
      PARIBAS

              10
      Harewood Avenue

              London
      NW1 6AA

              Telephone:
      0207 595 8601

              Telefax:
      0207 595 2555

              Attn:
      MTN Desk

            


    

     

     

    
      
        
        

      

      
        Page
168

        
          

        

      

      
        
        

      

    

     

     

    
      	
              CANADIAN
      IMPERIAL BANK OF COMMERCE, LONDON BRANCH

              Cottons
      Centre

              Cottons
      Lane

              London SE1
      2QL

              Telephone:
      0207 234 6499

              Telefax:
      0207 234 6254

              Attn:
      Euro Medium Term Note Desk

            	
              CITIGROUP
      GLOBAL MARKETS LIMITED

              Citigroup Centre

              Canada Square

              Canary Wharf

              London
      E14 5LB

              Telephone:
      0207 986 9050

              Telefax:
      0207 986 1927

              Attn:
      MTN Desk

            	
              CREDIT
      SUISSE SECURITIES (EUROPE) LIMITED

              One
      Cabot Square

              Canary
      Wharf

              London
      E14 4QJ

              Telephone:
      0207 888 4021

              Telefax:
      0207 905 6128

              Attn:
      MTN Trading Desk

            
	
              DAIWA
      SECURITIES SMBC EUROPE LIMITED

              5
      King William Street

              London
      EC4N 7AX

              Telephone:
      020 7597 8000

              Telefax:
      020 7597 8644

              Attn:
      Manager, Transaction Management

            	
              DEUTSCHE
      BANK AG, LONDON BRANCH

              Winchester
      House

              1
      Great Winchester Street

              London EC2N
      2DB

              Telephone:
      020 7545 2761

              Telefax:
      011 3336 2031

              Attn:
      MTN Trading Desk

            	
              DRESDNER
      BANK AKTIENGESELLSCHAFT

              Jürgen-Ponto-Platz
      1

              D-60301
      Frankfurt am Main

              Federal
      Republic of Germany

              Telephone:
      +49 69 7132 4411

              Telefax:
      +49 69 7132 5001

              Attn:
      Transaction Legal Team - Debt Transactions

            
	
              GOLDMAN
      SACHS INTERNATIONAL

              Peterborough
      Court

              133
      Fleet Street

              London EC4A
      2BB

              Telephone:
      020 7774 1000

              Telefax:
      020 7774 5711

              Attn:
      Euro Medium Term Note Desk

            	
              HSBC
      BANK PLC

              8
      Canada Square

              London E14
      5HQ

              Telephone:
      020 7991 8888

              Telefax:
      020 7992 4973

              Attn:
      Transaction Management Group

            	
              J.P.
      MORGAN SECURITIES LTD.

              125
      London Wall

              London
      EC2Y 5AJ

              Telephone:
      020 7779 3469

              Telefax:
      020 7777 9153

              Attn:
      Euro Medium Term Note Desk

            
	
              MITSUBISHI
      UFJ SECURITIES INTERNATIONAL PLC

              6
      Broadgate

              London
      EC2M 2AA

              Telephone:
      020 7628 5555

              Telefax:
      020 7577 2872

              Attn:
      Legal Department, Transaction Management

            	
              MIZUHO
      INTERNATIONAL PLC

              Bracken
      House

              1
      Friday Street

              London
      EC4M 9JA

              Telephone:
      020 7236 1090

              Telefax:
      020 7651 2922

              Attn:
      MTN Trading Desk

            	
              MORGAN
      STANLEY & CO. INTERNATIONAL PLC

              25
      Cabot Square

              Canary
      Wharf

              London
      E14 4QA

              Telephone:
      020 7677 7799

              Telefax:
      020 7677 7999

              Attn:
      Debt Capital Markets-Head of Transaction Management
  Group

            
	
              NOMURA
      INTERNATIONAL PLC

              Nomura
      House

              1
      St. Martin’s-le-Grand

              London
      EC1A 4NP

              Telephone:
      020 7521 5652

              Telefax:
      020 7521 2616

              Attn:
      MTN Trading

            	
              ROYAL
      BANK OF CANADA EUROPE LIMITED

              71
      Queen Victoria Street

              London
      EC4V 4DE

              Telephone:
      020 7029 2031

              Telefax:
      020 7029 7927

              Attn:
      Euro Medium Term Note Desk

            	
              THE
      TORONTO-DOMINION BANK

              Triton
      Court

              14/18
      Finsbury Square

              London
      EC2A 1DB

              Telephone:
      020 7628 2262

              Telefax:
      020 7628 1054

              Attn:
      Managing Director, Origination & Syndication

            
	
              UBS
      LIMITED

              100
      Liverpool Street

              London
      EC2M 2RH

              Telephone:
      020 7567 2479

              Telefax:  020
      7568 3349

              Attn:  MTNs
      and Private Placements

            	 
      	 
      


    


    
      
         


      

      
        Page
169

        
          

        

      

      
         


      

    



    APPENDIX E 

    FORM
OF THE NOTES

     

    Each
Tranche of Notes in bearer form will be initially issued in the form of a
temporary global Note (a “Temporary Global Note”) which
will:

     

    
      	
               
      

            	
              (i)

            	
              if
      the global Notes are issued in new global note (“NGN”) form, as stated
      in the applicable Final Terms, be delivered on or prior to the original
      issue date of the Tranche to a common safekeeper (the “Common Safekeeper”) for
      Euroclear Bank S.A./N.V. (“Euroclear”) and
      Clearstream Banking, société anonyme (“Clearstream,
      Luxembourg”); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the global Notes are not issued in NGN form, as stated in the applicable
      Final Terms, be delivered on or prior to the original issue date of the
      Tranche to a common depositary for Euroclear and Clearstream,
      Luxembourg,

            


    

     

    without
receipts, interest coupons or talons.

     

    The
applicable Final Terms will specify whether the Notes are to be held in a manner
which will allow Eurosystem eligibility.  This means that the Notes
are to be deposited with one of the international central securities
depositaries as Common Safekeeper and not necessarily that the Notes will be
recognised as eligible collateral for Eurosystem monetary policy and intra-day
credit operations by the Eurosystem either upon issue or at any or all times
during their life.  Such recognition will depend upon satisfaction of
the Eurosystem eligibility criteria.

     

    If the
applicable Final Terms indicates that the global Note is a NGN, the nominal
amount of the Notes represented by such global Notes will be the aggregate from
time to time entered in the records of both Euroclear and Clearstream,
Luxembourg. The records of Euroclear and Clearstream, Luxembourg (which
expression in such Global Note means the records that each of Euroclear and
Clearstream, Luxembourg holds for its customers which reflect the amount of each
such customer’s interest in the Notes) will be conclusive evidence of the
nominal amount of Notes represented by such Global Note and, for such purposes,
a statement issued by Euroclear and/or Clearstream, Luxembourg, as the case may
be, stating that the nominal amount of Notes represented by such Global Note at
any time will be conclusive evidence of the records of Euroclear and/or
Clearstream, Luxembourg at that time, as the case may be.

     

    While any
Note is represented by a Temporary Global Note, payments of principal and
interest (if any) due prior to the Exchange Date (as defined below) will be made
(against presentation of the Temporary Global Note if the Temporary Global Note
is not issued in NGN form) only upon certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations to Euroclear and/or
Clearstream, Luxembourg.

     

    Interests
in the Temporary Global Note will be exchangeable (free of charge) either
for:

     

    
      	
               
      

            	
              (i)

            	
              interests
      in a permanent global Note (a “Permanent Global Note”)
      without receipts, interest coupons or talons;
or

            


    

     

    (ii)           for
security-printed definitive Notes,

     

    (as
indicated in the applicable Final Terms), in each case against certification of
non-U.S. beneficial ownership as required by U.S. Treasury regulations in
accordance with the terms of the Temporary Global Note,

     

    
      	
               
      

            	
              (a)

            	
              on
      and after the date which is 40 days after completion of the distribution
      of the relevant Tranche of Notes;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              at
      the option of the relevant Issuer (with the consent of the Lead Manager(s)
      of 

            


    

     


    
      
         


      

      
        Page
170

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              the
      Tranche(s) of Notes of the relevant Series) the date which is 40 days
      after completion of the distribution of any additional issuance or
      issuances of one or more Tranches of Notes of the same Series that occurs
      within the 40 day period after the issue of the Temporary Global
      Note,

            


    

     

    (the
latest of such dates in paragraphs (a) and (b) is referred to as the “Exchange Date”),

     

    provided
that, if the Temporary Global Note is issued in respect of a Tranche of Notes
described as Partly Paid Notes in the applicable Final Terms, only if the final
instalment on all outstanding such Notes has been paid.

     

    The
holder of a Temporary Global Note will not be entitled to collect any payment of
interest or principal due on or after the Exchange Date unless, upon due
certification, exchange of the Temporary Global Note for an interest in a
Permanent Global Note or for definitive Notes is improperly withheld or refused.
Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the
Notes” below) the Agent shall arrange that, where a further Tranche of
Notes is issued after the Exchange Date, the Notes of such further Tranche shall
be assigned security code numbers by Euroclear and Clearstream, Luxembourg which
are different from the security code numbers assigned to Notes of any other
Tranche of the same Series until at least the expiry of the distribution
compliance period (as defined in Regulation S under the Securities Act)
applicable to the Notes of such Tranche.

     

    The
Permanent Global Note will, unless otherwise agreed between the relevant Issuer
and the relevant Dealer, if the global Notes are issued in NGN form (to be
eligible as collateral for Eurosystem operations) as stated in the applicable
Final Terms, be delivered on or prior to the original issue date of the Tranche
to the Common Safekeeper for Euroclear and Clearstream,
Luxembourg.  If the global Notes are not issued in NGN form, the
Permanent Global Note will be delivered to the common depositary for Euroclear
and Clearstream, Luxembourg.

     

    Payments
of principal and interest (if any) on a Permanent Global Note will be made
through Euroclear and/or Clearstream, Luxembourg (against presentation or
surrender (as the case may be) of the Permanent Global Note if the Permanent
Global Note is not issued in NGN form) without any requirement for
certification.

     

    A
Permanent Global Note will, if specified in the applicable Final Terms, be
exchanged in whole, but not in part, for security printed definitive Notes with,
where applicable, receipts, interest coupons and talons attached: (i) at the
request of the relevant Issuer; (ii) upon the Noteholders instructing Euroclear
or Clearstream, Luxembourg or any other agreed clearing system in which such
Permanent Global Note is being held to give at least 60 days’ written notice to
the Agent, subject to the payment of costs in connection with the printing and
distribution of the definitive Notes, if specified in the applicable Final
Terms; and/or (iii) (free of charge) upon the occurrence of an Exchange Event
(as defined below).

     

    For these
purposes, “Exchange
Event” means that (i) an Event of Default (as defined in Condition 9) has
occurred and is continuing; (ii) the relevant Issuer has been notified that both
Euroclear and Clearstream, Luxembourg, or any other agreed clearing system in
which such Permanent Global Note is being held, have been closed for business
for a continuous period of 14 days (other than by reason of holiday, statutory
or otherwise) or have announced an intention permanently to cease business or
have in fact done so and, as a result, Euroclear and Clearstream, Luxembourg or
such other agreed clearing system in which such Permanent Global Note is being
held are no longer willing or able to discharge properly their responsibilities
with respect to such Notes and the Agent and the relevant Issuer are unable to
locate a qualified successor; or (iii) the relevant Issuer has or will become
subject to adverse tax consequences which would not be suffered were the Notes
represented by the Permanent Global Note in definitive form.

     

    The
relevant Issuer will promptly give notice to Noteholders in accordance with
Condition 16 if an Exchange Event occurs. In the event of the occurrence of an
Exchange Event, 


    
      
         


      

      
        Page
171

        
          

        

      

      
         


      

    


    Euroclear
and/or Clearstream, Luxembourg and/or any other agreed clearing system in which
such Permanent Global Note is being held (acting on the instructions of any
holder of an interest in such Permanent Global Note) may give notice to the
Agent requesting exchange and, in the event of the occurrence of an Exchange
Event as described in (iii) above, the relevant Issuer may also give notice to
the Agent requesting exchange. Any such exchange shall occur not later than 45
days after the date of receipt of the first relevant notice by the
Agent.

     

    If a
portion of the Notes continues to be represented by the Temporary Global Note
after the issuance of definitive Notes, the Temporary Global Note shall
thereafter be exchangeable only for definitive Notes, subject to certification
of non-U.S. beneficial ownership.

     

    No
definitive Note delivered in exchange for a Permanent Global Note or a Temporary
Global Note shall be mailed or otherwise delivered to any locations in the
United States of America in connection with such exchange. Temporary Global
Notes and Permanent Global Notes and definitive Notes will be issued by the
Agent pursuant to the Agency Agreement.

     

    If
specified in the applicable Final Terms, other clearance systems capable of
complying with the certification requirements set forth in the Temporary Global
Note may be used in addition to or in lieu of Euroclear and Clearstream,
Luxembourg, and any reference herein to Euroclear and/or Clearstream, Luxembourg
shall, whenever the context so permits, except in relation to Notes issued in
NGN form, be deemed to include such other additional or alternative clearing
system.

     

    Temporary
Global Notes and Permanent Global Notes will be issued in bearer form
only.  Definitive Notes will be issued in bearer form or, in the case
of Notes issued by TCCI, if so indicated in the applicable Final Terms, in
registered form.

     

    For
United States federal income tax purposes each Temporary Global Note, each
Permanent Global Note and each definitive Note in bearer form which has an
original maturity of more than 183 days and any interest coupon which may be
detached therefrom (or, if the obligation is evidenced by a book entry, appears
in the book or record in which the book entry is made) will carry the following
legend:

     

    “Any
United States person (as defined in the Internal Revenue Code of the United
States) 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.”

     

    The
sections referred to in such legend provide that United States Noteholders, with
certain exceptions, will not be entitled to deduct any loss on Notes, receipts
or interest coupons and will not be entitled to capital gains treatment of any
gain on any sale, disposition or payment of principal in respect of Notes,
receipts or interest coupons.

     

    The
following legend is required by the United States information reporting and
backup withholding rules and will appear on all Temporary Global Notes, all
Permanent Global Notes, all definitive Notes in bearer form, receipts and
interest coupons for Notes with maturities at issuance of 183 days or
less:

     

    “By
accepting this obligation, the holder represents and warrants that it is not a
United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that
it is not acting for or on behalf of a United States person (other than an
exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code
and the regulations thereunder).”

     

    Notes in
bearer form will be issued in compliance with U.S. Treas. Reg.
§1.163(c)(2)(i)(D) (the “D
Rules”) and Notes with maturities at issuance of 183 days or less that
are intended to comply with United States Treasury Regulation section
1.6049-5(b)(10) will be issued in compliance with the D Rules (excluding the
certification requirement) and in a face amount or principal amount of not less
than U.S.$500,000 (as determined based on the spot rate on the date of issuance
if in a foreign currency).

     

     


    
      
         


      

      
        Page
172

        
          

        

      

      
         


      

    


    
      Notes may
be issued in registered form (“Registered Notes”) by TCCI,
subject to applicable laws and regulations. Each Tranche of Registered Notes
issued by TCCI will be represented on issue by a registered global Note
which will be deposited on the relevant Issue Date with CDS Clearing and
Depository Services Inc (“CDS”) and/or a depositary or
common depositary for any other agreed clearing system.  Such
registered global Note will not be exchangeable for Registered Notes in
definitive form except on an Exchange Event (as that term is defined in the
registered global Note). With respect to each Tranche of Registered Notes, TCCI
has appointed, under an amended and restated Note Agency Agreement dated 26
September 2008 (the “Note
Agency Agreement”), a transfer agent and registrar and a Canadian paying
agent.

    

     

    Notes
issued by any of TMF, TCCI or TFA which form a single Series with Notes issued
by TMF, TCCI or TFA, as the case may be, prior to 28 September 2007 shall be
constituted by a trust deed last amended and restated on 28 September 2006 and
made between (among others) TMF, TCCI, TFA and Union Bank of California, N.A. as
trustee and will be issued subject to, and with the benefit of, an agency
agreement last amended and restated on 28 September 2006 and made between (among
others) TMF, TCCI, TFA and JPMorgan Chase Bank, N.A. (and the Agent is successor
in business to JPMorgan Chase Bank, N.A.).

     

    Notes
issued by TMCC which form a single Series with Notes issued by TMCC prior to 28
September 2007 will be issued subject to, and with the benefit of, an agency
agreement last amended and restated on 28 September 2006 and made between (among
others) TMCC and JPMorgan Chase Bank, N.A. (and the Agent is successor in
business to JPMorgan Chase Bank, N.A.).

     

    If
specified in the applicable Final Terms, the relevant Issuer may use market
standard definitions in the terms and conditions of any Notes, including those
published by the International Swaps and Derivatives Association.

     

    Applicable
Final Terms

     

    [See
Annex B to Appendix D (Form of Operating and Administrative Procedures
Memorandum) for the form of Final Terms.]

     


    
      
         


      

      
        Page
173

        
          

        

      

      
         


      

    


    


     

    Appendix
F 

    Additional
Duties of the Agent

     

    In
relation to each Series of Notes that are New Global Notes, the Agent will
comply with the following provisions:

     

    1.           The
Agent will inform each of Euroclear and Clearstream, Luxembourg (the ICSDs), through the common
service provider appointed by the ICSDs to service the Notes (the CSP), of the initial issue
outstanding amount (IOA)
for each Tranche on or prior to the relevant Issue Date.

     

    2.           If
any event occurs that requires a mark up or mark down of the records which an
ICSD holds for its customers to reflect such customers’ interest in the Notes,
the Agent will (to the extent known to it) promptly provide details of the
amount of such mark up or mark down, together with a description of the event
that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the
Notes remains at all times accurate.

     

    3.           The
Agent will at least once every month reconcile its record of the IOA of the
Notes with information received from the ICSDs (through the CSP) with respect to
the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs
(through the CSP) of any discrepancies.

     

    4.           The
Agent will promptly assist the ICSDs (through the CSP) in resolving any
discrepancy identified in the IOA of the Notes.

     

    5.           The
Agent will promptly provide to the ICSDs (through the CSP) details of all
amounts paid by it under the Notes (or, where the Notes provide for delivery of
assets other than cash, of the assets so delivered).

     

    6.           The Agent will (to the extent known to
it) promptly provide to the ICSDs (through the CSP) notice of any changes to the
Notes that will affect the amount of, or date for, any payment due under the
Notes.

     

    7.           The
Agent will (to the extent known to it) promptly provide to the ICSDs (through
the CSP) copies of all information that is given to the holders of the
Notes.

     

    8.           The
Agent will promptly pass on to the relevant Issuer all communications it
receives from the ICSDs directly or through the CSP relating to the
Notes.

     

    9.           The
Agent will (to the extent known to it) promptly notify the ICSDs (through the
CSP) of any failure by the relevant Issuer to make any payment or delivery due
under the Notes when due.

     


    
      
         


      

      
        Page
174

        
          

        

      

      
         


      

    


    APPENDIX G

     

    FORM
OF DEED POLL

     

    (SUBSTITUTION
OF ISSUER)

     

     

    This Deed
Poll is made on [        ], 20[ ] by
[        ] (the Retiring Issuer), a company
incorporated in [       ] and
[        ] (the Substitute Issuer), a company
incorporated in [        ] in favour of
holders, which expression includes any persons shown in the records
of  Euroclear Bank S.A./N.V. and/or Clearstream Banking, société
anonyme as holders of a principal amount, of Notes (as defined below) from time
to time.

    


    WHEREAS:

     

    
      	
              (A)

            	
              It
      has been proposed that in respect of [any of the debt securities issued by
      the Retiring Issuer under the Euro Medium Term Note Programme of, inter alia, the
      Retiring Issuer and which remain outstanding on the Effective Date (as
      defined below) (the Notes)]/[the [principal amount]
      [description of
      Series] Notes due [maturity] (the Notes) of the Retiring
      Issuer issued under the Euro Medium Term Note Programme of, inter alia, the
      Retiring Issuer] there will be a substitution of the Substitute Issuer for
      the Retiring Issuer as the issuer of the Notes (the substitution).

            


    

     

    
      	
              (B)

            	
              The
      Notes have been issued under, and with the benefit of, an amended and
      restated Agency Agreement (the Agency Agreement, which
      expression includes the same as it may be amended, supplemented or
      restated from time to time) dated 26 September 2008 between, inter alia, the
      Retiring Issuer and The Bank of New York Mellon as
  agent.

            


    

     

    NOW
THIS DEED WITNESSES AS FOLLOWS:

     

    
      	
              1.

            	
              References
      herein to the Notes include any Global
      Note representing the Notes and other expressions defined in the Notes and
      the Agency Agreement have the same meaning in this Deed unless the context
      requires otherwise.

            


    

     

    
      	
              2.

            	
              The
      Substitute Issuer agrees that, with effect from and including the date of
      execution of this Deed Poll, all the other conditions to the substitution
      contained in Condition 14 having been met, (the Effective Date), it
      shall be deemed to be the “Issuer” for all purposes in respect of the
      Notes[, the Receipts, the Coupons, the Talons] and the Agency Agreement
      insofar as it relates to the Notes, as fully as if the Substitute Issuer
      had been named in the Notes[, the Receipts, the Coupons, the Talons] and
      the Agency Agreement as the principal debtor in respect of them in place
      of the Retiring Issuer and, accordingly, it shall be entitled to all the
      rights, and shall be subject to all the liabilities and obligations, on
      the part of the Retiring Issuer contained in
  them.

            


    

     

    
      	
              3.

            	
              With
      effect from and including the Effective Date, the Retiring Issuer is
      released from all its liabilities and obligations as principal debtor, in
      its capacity as issuer of the Notes, contained in the Notes[, the
      Receipts, the Coupons, the Talons] and the Agency Agreement insofar as
      they relate to the Notes.

            


    

     

    
      	
              4.

            	
              With
      effect from and including the Effective Date, the Conditions of the Notes
      and the provisions of the Agency Agreement relating to the Substitute
      Issuer (but without altering such provisions insofar as they relate to
      notes issued pursuant to the Agency Agreement other than Notes) are
      amended in the following ways:

            


    

     

     

    
      
        
        

      

      
        Page
175

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (a)

            	
              the
      following sentence is added to the end of the fourth paragraph of the
      Conditions:

            


    

     

    “The
Noteholders (as defined below) have the benefit of a Deed Poll (the Deed Poll) dated
[          ] executed by
[insert appropriate reference
to the Substitute Issuer] and the [insert appropriate reference to the
Retiring Issuer] [and a Credit Support Agreement dated
[          ] between the
Substitute Issuer and [TFS][the Parent] executed in relation to the Notes [and
the Basic Agreement]].”

     

    
      	
               
      

            	
              [(b)

            	
              Where the Substitute Issuer is
      subject generally to a taxing jurisdiction differing from or in addition
      to the taxing jurisdiction to which the Retiring Issuer for which it shall
      have been substituted under Condition 14 was subject insert here an
      undertaking or covenant in terms corresponding to Condition 7 with the
      substitution for or addition to the references to the taxing jurisdiction
      to which the Retiring Issuer, as the case may be, was subject of
      references to the taxing jurisdiction or additional taxing jurisdiction to
      which such Substitute Issuer, as the case may be, is subject and, in such
      case, specify that Condition 7 shall be deemed to be modified accordingly
      when the substitution takes
effect.]

            


    

     

    
      	
              5.

            	
              The
      Substitute Issuer represents, warrants and undertakes with each and every
      Noteholder, Couponholder and Relevant Account Holder that the Substitute
      Issuer is solvent and that it has all corporate power, and has taken all
      necessary corporate or other steps including obtaining all necessary
      governmental and regulatory approvals and consents for the substitution
      and for the performance by the Substitute Issuer of its obligations under
      the Notes[, the Receipts, the Coupons and Talons] and the Agency
      Agreement, to enable it to execute, deliver and perform this Deed, and
      that this Deed constitutes legal, valid and binding obligations of the
      Substitute Issuer enforceable in accordance with its terms, subject to the
      laws of bankruptcy, insolvency, reorganisation, moratorium or similar laws
      affecting creditors’
  rights  generally.

            


    

     

    
      	
              6.

            	
              The
      Substitute Issuer agrees that the benefit of the undertakings and the
      covenants binding upon it contained in this Deed shall be for the benefit
      of each and every Noteholder, Couponholder and Relevant Account Holder and
      each Noteholder, Couponholder and Relevant Account Holder shall be
      entitled severally to enforce such obligations against the Substitute
      Issuer in respect of any Notes.

            


    

     

    
      	
              7.

            	
              The
      Retiring Issuer represents, and warrants with each and every Noteholder,
      Couponholder and Relevant Account Holder that it has obtained all
      necessary governmental and regulatory approvals and consents for the
      substitution.

            


    

     

    
      	
              8.

            	
              Duplicates
      of this Deed shall be deposited with and held to the exclusion of the
      Substitute Issuer by the Relevant Clearing System and the Agent until
      complete performance of the obligations contained in the Notes and the
      Agency Agreement relating to them occurs and the Substitute Issuer hereby
      acknowledges the right of every Noteholder, Couponholder and Relevant
      Account Holder to production of this Deed and, upon request and payment of
      the expenses incurred in connection therewith, to the production of a copy
      hereof certified to be a true and complete
copy.

            


    

     

    
      	
              9.

            	
              This
      Deed may only be amended in the same way as the other Conditions and the
      Agency Agreement are capable of amendment under the Conditions and Clause
      28 of the Agency Agreement.

            


    

     

     

    
      
        
        

      

      
        Page
176

        
          

        

      

      
        
        

      

    

     

     

    
      	
              10.

            	
              This
      Deed and any non-contractual obligations arising out of or in connection
      with this Deed shall be governed by, and construed in accordance with,
      English law.

            


    

     

    
      	
              11.

            	
              The
      Substitute Issuer hereby irrevocably agrees for the exclusive benefit of
      the Noteholders, Couponholders and Relevant Account Holders that the
      courts of England are to have jurisdiction to settle any disputes which
      may arise out of or in connection with this Deed (including any dispute
      relating to any non-contractual obligations arising out of or in
      connection with this Deed) and that accordingly any suit, action or
      proceedings (together referred to as Proceedings) arising out
      of or in connection with this Deed (including any Proceedings relating to
      any non-contractual obligations arising out of or in connection with this
      Deed) may be brought in such courts.  The Substitute Issuer
      hereby irrevocably waives any objection which it may have to the laying of
      the venue of any Proceedings in any such courts and any claim that any
      such Proceedings have been brought in an inconvenient forum and hereby
      further irrevocably agrees that a judgment in any Proceedings brought in
      the English courts shall be conclusive and binding upon the Substitute
      Issuer and may be enforced in the courts of any other
      jurisdiction.  Nothing contained herein shall limit any right to
      take Proceedings against the Substitute Issuer in any other court of
      competent jurisdiction, nor shall the taking of Proceedings in one or more
      jurisdictions preclude the taking of Proceedings in any other
      jurisdiction, whether concurrently or not.  [The Substitute
      Issuer hereby appoints [Toyota Financial Services (UK) PLC of Great Burgh,
      Burgh Heath, Epsom, Surrey KT18 5UZ] as its agent for service of process
      and agrees that, in the event of [Toyota Financial Services (UK) PLC]
      ceasing so to act or ceasing to be registered in England, it will appoint
      another person as its agent for service of process in England in respect
      of any Proceedings.]

            


    

     

    IN WITNESS whereof this Deed
has been executed by and on behalf of the parties hereto as a Deed Poll as of
the day and year first above written.

     

    [Signed
as a
deed                              

    by [
                        ]                            

    [being
duly
authorised                     

    attorney
of] [Substitute Issuer]      

    in the
presence
of:]                           

    [U.K.
Substitute
Issuer                    

    acting by
[name of
director]            

    a
Director and [name
of                   

    director
or secretary]
[a                   

    Director]
[the
Secretary]]                 

     

    


     

    


     

    


     

    [Signed
as a
deed                              

    by [
                        ]                            

    being
duly
authorised                      

    attorney
of [Retiring
Issuer]            

    in the
presence
of:                            


    


     


    
      
         


      

      
        Page
177