Exhibit 4(j)

FORM
OF PERMANENT GLOBAL FLOATING RATE BEARER NOTE

GENERAL ELECTRIC CAPITAL CORPORATION

|BEARER No. PGFL |  | BEARER [
                ]1[
                ]2
|--------------- |  | -----------------------------------------------

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

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

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

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|1 |  | Insert Principal Amount.
|- |  | ------------------------

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

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GENERAL ELECTRIC CAPITAL CORPORATIONEURO MEDIUM-TERM
NOTE(Floating Rate)

SERIES:

|ISIN:
      COMMON CODE: ORIGINAL ISSUE DATE:
      MATURITY DATE: PRINCIPAL AMOUNT IN SPECIFIED
      CURRENCY:INTEREST CALCULATION: [ ] Regular Floating Rate
      Note [ ] Inverse Floating Rate Note [ ] Other Floating Rate
      INTEREST RATE BASIS: [ ] CD Rate [ ] Commercial Paper
      Rate [ ] Eleventh District Cost
      of     Funds Rate [ ] Federal Funds Rate
      [ ] LIBOR [ ] EURIBOR [ ] Treasury Rate [ ] Prime Rate
      [ ] Other SPREAD (PLUS OR MINUS): SPREAD
      MULTIPLIER: INDEX MATURITY: | IF
      INTEREST RATE BASIS IS LIBOR, INDEX CURRENCY: DESIGNATED
      LIBOR PAGE: [ ] Reuters Page: ____________ [ ] Telerate Page:
      __________ MAXIMUM INTEREST RATE: MINIMUM INTEREST
      RATE: INTEREST PAYMENT PERIOD: INTEREST PAYMENT
      DATE(S): INITIAL INTEREST RATE: INTEREST RESET
      PERIOD: INTEREST RESET DATES: INTEREST
      DETERMINATION DATE: REGULAR RECORD DATES (if any): | DAY
      COUNT FRACTION [ ] Actual/365 [ ] Actual/Actual [ ]
      Actual/Actual (ISDA) [ ] Actual/365 (Fixed) [ ] Actual/365
      (Sterling) [ ] Actual/360 [ ] 30/360 [ ] 360/360 [ ] Bond
      Basis [ ] 30E/360 [ ] Eurobond Basis CALCULATION
      AGENT: ISSUER OPTIONAL REDEMPTION DATE: NOTEHOLDER
      OPTIONAL REDEMPTION DATE: OPTIONAL REPAYMENT: FACE
      AMOUNT CURRENCY: OPTION VALUE CALCULATION AGENT:
      OPTIONAL PAYMENT CURRENCY: OPTION ELECTION DATES:
      DESIGNATED EXCHANGE RATE: | CURRENCY
      BASE RATE: DETERMINATION AGENT: INITIAL MATURITY
      DATE: ELECTION DATE FINAL MATURITY DATE:
      AVAILABILITY OF REGISTERED NOTES: IF THIS NOTE IS
      EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF
      DEFINITIVE NOTES:DENOMINATIONS OF DEFINITIVE NOTES (if not
      as set forth herein): DENOMINATIONS:
      REDENOMINATION: LISTING: TAX
      REDEMPTION DATE: ADDENDUM ATTACHED: OTHER
      PROVISIONS:
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General Electric Capital
Corporation (together with its successors and assigns, the "Company"), for value
received, hereby promises to pay to the holder hereof upon surrender hereof, the
principal sum (or Face Amount, if the Note has a dual-currency or index feature)
specified in Schedule A-1 hereto on the Maturity Date specified above (except to
the extent redeemed or repaid prior to the Maturity Date) or in accordance with
the Amortization Schedule set out in Schedule A-2 hereto and to pay interest
thereon to the bearer at the interest rate per annum calculated in accordance
with the terms hereof from the Original Issue Date specified above until the
principal hereof is paid or duly

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made
available for payment (except as provided below), in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date (or any other redemption or repayment date specified
above); provided, however, that each of Euroclear Bank, S.A./N.V.,
as operator of the Euroclear System, and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), or any other recognized or agreed clearing system,
shall be deemed a holder of this Note with respect to the portion hereof held
for its respective account; and provided further, however, that if
the Original Issue Date occurs between a date that is 15 days prior to the next
succeeding Interest Payment Date and such Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date to the holder of this Note on such second Interest Payment
Date.

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

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

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

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

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

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

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

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

|DATED: | GENERAL ELECTRIC CAPITAL CORPORATION
|------ | ------------------------------------
|       |                                     
|       |                                     
|[SEAL] | By:                                 
|       |                                     

Attest:

|    |                       
|--- | ----------------------
|By: |                       
|    | Authorized
  Signatory



|CERTIFICATE OF
      AUTHENTICATIONThis is one of the Notes referred toin the
      within-mentioned Fiscal Agency Agreement. |  | 
|----------------------------------------------------------------------------------------------------------------------------- |  | 
|JPMORGAN CHASE BANK,                                                                                                          |  | 
|as Fiscal and Paying Agent                                                                                                    |  | 



|    | 
|--- | 
|By: | 
|    | 

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[Form
of Reverse of Note]

This Note is one of a duly
authorized issue of Euro Medium-Term Notes of the Series specified on the face
hereof, having maturities of nine months or more from the date of issue (the
"Notes") of the Company. The Notes are issuable under a fifth amended and
restated fiscal and paying agency agreement, dated as of May 21, 2004 among
General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE
Capital Canada Funding Company, GE Capital European Funding, GE Capital UK
Funding and JPMorgan Chase Bank, as fiscal agent and as principal paying agent
(in such capacities, the "Fiscal and Paying Agent") and the other paying agents
named therein (as amended and supplemented from time to time, the "Fiscal Agency
Agreement"), to which Fiscal Agency Agreement reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Company and holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. JPMorgan Chase Bank at its office in
London has been appointed the Exchange Rate Agent (the "Exchange Rate Agent",
which term includes any successor exchange rate agent) with respect to the
Notes. The terms of individual Notes may vary with respect to interest rates,
interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Fiscal Agency Agreement. To the extent not inconsistent
herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by
reference herein.

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

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

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

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

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

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

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

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

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

Determination of CD
Rate. If the Interest Rate Basis specified on the face hereof is the CD
Rate, the CD Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs (Secondary Market)," or, if
not so published by 3:00 p.m., New

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

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

"Money Market Yield" shall be
a yield (expressed as a percentage) calculated in accordance with the following
formula:

|Money Market Yield = | D x 360       | x 100
|-------------------- | ------------- | -----
|                     |               |      
|                     | 360 - (D x M) |      

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

Determination of
Eleventh District Cost of Funds Rate.If the
Interest Rate Basis for this Note is the Eleventh District Cost of Funds Rate,
as indicated above, the Eleventh District Cost of Funds Rate shall be determined
on each applicable Interest Determination Date and shall be the rate equal to
the monthly weighted average cost of funds for the calendar month preceding such
Interest Determination Date as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
such Interest Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Interest Determination Date, then the

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Eleventh
District Cost of Funds Rate for such Interest Determination Date will be the
Eleventh District Cost of Funds Rate in effect on such Interest Determination
Date.

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

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

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

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

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| | calculation agent) in the Principal Financial Center selected by
      the calculation agent. The rates will be for loans in the Designated LIBOR
      Currency to leading European banks having the Index Maturity designated in
      the applicable Pricing Supplement beginning on the second London Business
      Day after that date (or, if pounds sterling is the Designated LIBOR
      Currency, commencing on such date or, if euro is the Designated LIBOR
      Currency, beginning on the second TARGET Settlement Day immediately after
      such date) and in a Representative Amount; provided,
      however, that if the banks so selected by the Calculation Agent are
      not quoting as mentioned in this sentence, LIBOR with respect to
      such Interest Determination Date will be LIBOR in effect on such Interest
      Determination Date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

Determination of Prime
Rate.If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date as published in H.15(519) under the heading "Bank Prime Loan", or if not so
published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Prime Rate will be the rate as
published on such Interest Determination Date in the H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "Bank Prime Loan". If such rate is not published in H.15(519),
H.15 Daily Update or such other recognized electronic source, then the Prime
Rate will be the arithmetic mean (rounded upwards, if necessary, to the next
higher one-hundred thousandth of a percentage point) of the rates of interest
publicly announced by each bank named on the Reuters Screen U.S. Prime 1 Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen U.S. Prime
1 Page on such interest Determination Date, or, if fewer than four, but more
than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for such
Interest Determination Date, the rate shall be the arithmetic mean of the prime
rates quoted on the basis of actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent from
which quotations are requested. For purposes of making the foregoing
determination, each

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change in
the prime rate or base lending rate of any bank so announced by such bank will
be effective as of the effective date of the announcement or, if no effective
date is specified, as of the date of the announcement. If fewer than two such
quotations are provided, the Prime Rate will be calculated by the Calculation
Agent and will be determined as the arithmetic mean on the basis of the prime
rates or base lending rates quoted in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business under
the laws of the United States or any state thereof, each having total equity
capital of at least $500 million and being subject to supervision or examination
by a federal or state authority, selected by the Calculation Agent to quote such
rate or rates; provided, however, that if the banks or trust companies so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate with respect to such Interest Determination Date will be the
Prime Rate in effect on such Interest Determination Date.

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

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

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

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

11

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the
fifteenth calendar day preceding the applicable Interest Payment Date (whether
or not such fifteenth calendar day is a Business Day), unless otherwise
specified on the face hereof; and provided, further, that the interest payment
with respect to this Note made on the Maturity Date will include interest
accrued to but excluding such Maturity Date.

Unless otherwise specified on
the face hereof, the day count fraction in respect of the calculation of an
amount of interest on this Note for any period of time (the "Calculation
Period") will be computed and paid on the basis of the actual number of days in
the Calculation Period divided by 360.

If a Day Count Fraction is
specified above:

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

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

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

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

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

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

Accrued interest on this Note
will be calculated by multiplying the principal amount of this Note (or, if this
Note is designated as an Indexed Note on the face hereof, the face amount of
such Indexed Note) by an accrued interest factor. The accrued interest factor
will be computed by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated. The interest factor
(expressed as a decimal calculated to seven decimal places without rounding) for
each day will be computed by dividing the interest rate in effect on that day by
360, unless an alternative day-count fraction is specified on the face hereof,
in which case the corresponding denominator of such alternative day count
fraction will be used to compute the interest factor. If the interest rate on
this Note may be calculated with reference to two or more Interest Rate Bases,
the accrued interest factor will be calculated in each period by selecting one
such Interest Rate Basis for such period. For these calculations, the interest
rate in effect on any Interest Reset Date will be the new reset
rate.

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

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

This Note is unsecured and
ranks pari passu with all other unsecured and unsubordinated
indebtedness of the Company.

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

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

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

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

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

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

If the Company shall determine
that any payment made outside the United States by the Company or any Paying
Agent of principal or interest, including original issue discount, if any, due
in respect of any Bearer Notes of the Series of which this Note forms a part
would, under any present or future laws or regulations of the United States, be
subject to any certification, identification or other information reporting
requirement of any kind, the effect of which requirement is the disclosure to
the Company, any Paying Agent or any governmental authority of the nationality,
residence or identity of a beneficial owner of such Bearer Note or interest
coupon who is a United States Alien (other than such a requirement (a) which
would not be applicable to a payment made by the Company or any one of its
Paying Agents (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner, or (b) which can be satisfied by
such custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien, provided that in each case referred
to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to
such beneficial owner is not otherwise subject to any such requirement), the
Company shall redeem the Bearer Notes, in whole, at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to the date
fixed for redemption, (or, in the case of Original Issue Discount Notes, at 100%
of the portion of the face amount thereof that has accrued to the date of
redemption), or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the U.S.
Additional Amounts specified in the next succeeding paragraph, and (if
applicable) the last date by which the redemption of the Bearer Notes must take
place, as provided in the next succeeding sentence. If the Company redeems the
Bearer Notes, such redemption shall take place on such date, not later than one
year after the publication of the Determination Notice, as the Company shall
elect by notice to the Fiscal and Paying Agent at least 60 days prior to the
date fixed for redemption. Notice of such redemption of the Bearer Notes will be
given to the holders of the Bearer Notes not more than 60 nor less than 30 days
prior to the date fixed for redemption. Such redemption notice shall include a
statement as to the last date by which the Bearer Notes to be redeemed may be
exchanged for Registered Notes. Notwithstanding the foregoing, the Company shall
not so redeem the Bearer Notes if the Company shall subsequently determine, not
less than 30 days prior to the date fixed for redemption, that subsequent
payments would not be subject to any such requirement, in which case the Company
shall publish prompt notice of such determination and any earlier redemption
notice shall be revoked and of no further effect. The right of any of the
holders of Bearer Notes called for redemption pursuant to this paragraph to
exchange such Bearer Notes for Registered Notes will terminate at the close of
business of the Fiscal and Paying Agent on the fifteenth day prior to the date
fixed for redemption, and no further exchanges of such Series of Bearer Notes
for Registered Notes shall be permitted.

14

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

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

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

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

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

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

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

15

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

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

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

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

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

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

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

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

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

16

---



amount of
Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past
default.

Purchasers are required to pay
for the Notes in the currency specified in the applicable Pricing Supplement.
Payment of principal, premium, if any, and interest, if any, on each Note will
be made in immediately available funds in the Specified Currency unless
otherwise specified in the applicable Pricing Supplement and except as provided
below.

If specified in the applicable
Pricing Supplement, the Company may, without the consent of holders of Notes
denominated in a Specified Currency of a member state of the European Union,
which on or after the issue date of such Notes participates in European Economic
and Monetary Union, on giving at least 30 days' prior notice (the
"Redenomination Notice") to the holders of such Notes and on prior notice to the
Paying Agent, the Euroclear Operator, Clearstream Luxembourg and/or any other
relevant clearing system, elect that, with effect from the date specified in the
Redenomination Notice (the "Redenomination Date"), such Notes shall be
redenominated in euro. The election will have effect as follows: (a) the Notes
shall be deemed to be redenominated into euro in the denomination of €0.01 with
a nominal amount for each Note equal to the nominal amount of that Note in the
Specified Currency, converted into euro at the Established Rate (defined below),
provided that, if the Company determines after consultation with the Paying
Agent that the then market practice in respect of the redenomination into euro
of internationally offered securities is different from the provisions specified
above, such provisions shall be deemed to be amended so as to comply with such
market practice and the Company shall promptly notify the holders of Notes, any
stock exchange on which the Notes may be listed and the Paying Agent of such
deemed amendments; (b) save to the extent that an Exchange Notice (defined
below) has been given in accordance with paragraph (d) below, the amount of
interest due in respect of the Notes will be calculated by reference to the
aggregate nominal amount of Notes presented (or, as the case may be, in respect
of which coupons are presented) for payment by the relevant holder and the
amount of such payment shall be rounded down to the nearest €0.01; (c) if
definitive Notes are required to be issued after the Redenomination Date, they
shall be issued at the expense of the Company in the denominations of €1,000,
€10,000, €100,000 and (but only to the extent of any remaining amounts less than
€1,000 or such smaller denominations as the Paying Agent may approve) €0.01 and
such other denominations as the Issuer shall determine and notify to the
Noteholders; (d) if issued prior to the Redenomination Date, all unmatured
coupons denominated in the Specified Currency (whether or not attached to the
Notes) will become void with effect from the date on which the Company gives
notice (the "Exchange Notice") that replacement euro-denominated Notes and
coupons are available for exchange (provided that such securities are so
available) and no payments will be made in respect of them. The payment
obligations contained in any Notes so issued will also become void on that date
although such Notes will continue to constitute valid exchange obligations of
the Company. New euro-denominated Notes and coupons, if any, will be issued in
exchange for Notes and coupons, if any, denominated in the Specified Currency in
such manner as the Paying Agent may specify and as shall be notified to the
holders of Notes in the Exchange Notice. No Exchange Notice may be given less
than 15 days prior to any date for payment of principal or interest on the
Notes; (e) after the Redenomination Date, all payments in respect of the Notes
and the coupons, if any, including payments of interest in respect of periods
commencing before the Redenomination Date, will be made solely in euro as though
references in the Notes to the Specified Currency were to euro. Payments will be
made in euro by credit or transfer to a euro account outside the United States
(or any other account to which euro may be credited or transferred) specified by
the payee or, at the option of the payee, by a euro cheque mailed to an address
outside the United States; (f) the applicable Pricing Supplement will specify
any relevant changes to the provisions relating to interest; and (g) such other
changes shall be made as the Company may decide, after consultation with the
Paying Agent and the calculation agent (if applicable), and as may be specified
in the Redenomination Notice, to conform them to conventions then applicable to
instruments denominated in euro. For the purposes hereof, "Established Rate"
means the rate for the conversion of the Specified Currency (including
compliance with rules relating to roundings in accordance with applicable
European Union regulations) into euro established by the Council of the European
Union pursuant to Article 1091(4) of the treaty establishing the European
Communities, as amended by the Treaty on European Union, and "sub-unit" means,
with respect to any Specified Currency other than euro, the lowest amount of
such Specified Currency that is available as legal tender in the country of such
Specified Currency and, with respect to euro, means one
cent.

17

---



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

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

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

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

So long as this Note shall be
outstanding, the Company will cause to be maintained an office or agency for the
payment of the principal of and premium, if any, and interest on this Note as
herein provided in London, England, [and in Luxembourg]3 and an
office or agency in London for the transfer and exchange as aforesaid of the
Notes. The Company may designate other agencies for the payment of said
principal, premium and interest at such place or places outside the United
States (subject to applicable laws and regulations) as the Company may decide.
So long as there shall be any such agency, the Company shall keep the Fiscal and
Paying Agent advised of the names and locations of such agencies, if any are so
designated.

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

No provision of this Note or
of the Fiscal Agency Agreement shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Note at the

---

|3 |  | Include if Note is listed on Luxembourg Stock
      Exchange.
|- |  | -------------------------------------------------------------

18

---



time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.

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

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

As used
herein:

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

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

| | (c) the term
      "Notices" refers to:
| | ---------------------------------------

| | (1) notices to holders
      of the Notes to be given by publication in one leading English language
      daily newspaper with general circulation in London and, if the Series of
      which this Note forms a part is listed on the Luxembourg Stock Exchange
      and such Exchange so requires, in one leading daily newspaper with general
      circulation in Luxembourg or, if publication in either London or
      Luxembourg is not practical, elsewhere in Western Europe. Such publication
      is expected to be made in the Financial Times and (if such Series
      is listed on the Luxembourg Stock Exchange) the Luxemburger Wort.
      Such notices will be deemed to have been given on the date of such
      publication, or if published in such newspapers on different dates, on the
      date of the first such publication;
and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) notices to holders
      of any Notes that are listed on Euronext Amsterdam to be given by
      publication in one leading English language daily newspaper with general
      circulation in Amsterdam and London and if such Notes are listed on
      Euronext Amsterdam and such Exchange so requires, also published in the
      Official Price List ("Officiele Prijscourant"). If publication in London
      or Amsterdam, as the case may be, is not practical, such publication shall
      be made elsewhere in Western Europe. Such publication is expected to be
      made in the Financial Times in London and the Het Financieele
      Dagblad in Amsterdam. Such notices will be deemed to have been given
      on the date of such publication or if published in such newspapers on
      different dates, on the date of the first such
      publication;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) the term
      "Principal Financial Center" means (i) the capital of the country
      issuing the currency in which the Notes are denominated or (ii) the
      capital city of the country to which the Designated LIBOR Currency
      relates, as applicable, except, in the case of (i) or (ii) above, that
      with respect to the following currencies, the "Principal Financial Center"
      will be as indicated below:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

---



| | Currency                                                                                                                                                     | Principal Financial Center                                                                                               | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------ | 
| |                                                                                                                                                              |                                                                                                                          | 
| | United States
      dollarsAustralian dollars Canadian dollars New Zealand dollars
      Norwegian Krone South African rand Swedish Krona Swiss
      francs | The City of New York
      Sydney and Melbourne Toronto Auckland and Wellington Oslo
      Johannesburg Stockholm Zurich | 

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

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

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

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

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

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

20

---



OPTION TO ELECT REPAYMENT

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

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

____________.

Date:

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

21

---



SCHEDULE A-1

EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE REGISTERED NOTES
AND FROM TEMPORARY GLOBAL NOTE

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

|Date of
      Exchange orInterest Payment | Payment
      ofInterest | Principal (Face)4Amount Exchanged From
      Temporary Global Notes | Principal (Face)7Amount Exchanged For
      Definitive Bearer Notes | Principal (Face)7Amount Exchanged For
      Definitive Registered Notes | Remaining Principal (Face)7Amount
      Outstanding Following Such Exchange | Notation Made by or on behalf ofFiscal and Paying
      Agent
|----------------------------------------- | ------------------------ | ------------------------------------------------------------------- | ------------------------------------------------------------------- | ----------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              
|                                          |                          |                                                                     |                                                                     |                                                                         |                                                                             |                                                              

---

|4 |  | To
      be used if Note has dual-currency or index
feature.
|- |  | ------------------------------------------------------------

22

---



SCHEDULE A-2

AMORTIZATION SCHEDULE

[INSERT IF APPLICABLE] / [NOT APPLICABLE]

---



[FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNTHOLDER OF THE EUROCLEAR OPERATOR,
CLEARSTREAM, LUXEMBOURGOR OTHER CLEARANCE SYSTEM]

EXHIBIT B-1

CERTIFICATE

GENERAL ELECTRIC CAPITAL CORPORATIONEuro Medium-Term
Notes

Represented by Permanent Global Note No. __.

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

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

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

Dated:
________, 20

| | [Name of Account Holder]
| | ------------------------
| |                         
| |                         
| | By:                     
| |                         

---



[FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNTHOLDER OF THE EUROCLEAR OPERATOR,
CLEARSTREAM, LUXEMBOURGOR OTHER CLEARANCE SYSTEM]

EXHIBIT
B-2


CERTIFICATE

GENERAL ELECTRIC CAPITAL CORPORATIONEuro Medium-Term
Notes

Represented by Permanent Global Note No. ____.

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

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

Dated:
________, 20

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

---