OFFICERS’
CERTIFICATE 
OF 
HARLEY-DAVIDSON
FUNDING CORP. 







Pursuant to Sections
102 and 301 of the Indenture 



        Reference
is made to the Indenture dated November 21, 2003 (the “Indenture”) among
Harley-Davidson Funding Corp. (the “Company”), Harley-Davidson Financial
Services, Inc. (“HDFS”), Harley-Davidson Credit Corp. (“HDCC” and,
together with HDFS, collectively the “Guarantors”) and The Bank of New York
Trust Company, N.A. (successor to BNY Midwest Trust Company), as trustee
(“Trustee”), previously delivered to you. Terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Indenture. 



        Pursuant
to Sections 102 and 301 of the Indenture, the undersigned, RJ Seaward and Perry A.
Glassgow, in their respective capacities as Vice President and Secretary and Vice
President and Treasurer of the Company, hereby certify that (1) there has been established
a series of Securities under the Indenture titled “Medium-Term Notes, Series B, Due
Nine Months or More from the Date of Issue (the “Series B Notes”), (2) the form
of note duly completed and attached hereto as Exhibit A is one of the Series B
Notes (the “Note”), (3) in addition to the terms provided in, or established
pursuant to, the Indenture and the offering memorandum dated as of December 4, 2007 and
pricing supplement dated as of December 5, 2007 relating to the Series B Notes (together
referred to as the “Offering Memorandum”), the Note, as authenticated and
delivered, shall have the terms set forth in Exhibit A (which terms are
incorporated herein by reference and deemed to be set forth herein in full) (in the event
of a conflict between the provisions of the Note and the Offering Memorandum, the
provisions of the Note shall prevail), (4) the Note shall be registered in the name set
forth on Exhibit A and the Note shall be delivered in the manner specified in
the Administrative Procedures for book-entry notes attached as Exhibit A to the
Company Order delivered as of the date hereof and as described in the Private Placement
Agency Agreement dated as of December 4, 2007 (the “Private Placement Agency
Agreement”) among the Company, the Guarantors and J.P. Morgan Securities Inc., BNP
Paribas Securities Corp., Citigroup Global Markets Inc., ABN AMRO Incorporated and
Wachovia Capital Markets, LLC, previously delivered to you, (5) the issuance of Notes
designated as 5.25% Medium-Term Notes due 2012, in an initial aggregate principal amount
of $400,000,000, have been approved and authorized in accordance with the provisions of
the Indenture pursuant to resolutions adopted by the Board of Directors of the Company by
unanimous written consent effective as of November 30, 2007 and by this Officers’
Certificate, (6) all covenants and conditions precedent provided for in the Indenture
relating to the establishment of the Securities and the terms of the Securities have been
complied with, and (7) no Event of Default has occurred and is continuing. 



        Each
of the undersigned officers of the Company further states (a) that he or she has read the
provisions of Section 301 of the Indenture and the definitions relating thereto, (b)
that the statements made in this certificate are based upon an examination of the
provisions of the Indenture and upon the relevant books and records of the Company, (c) in
the opinion of such officer, he or she has made such examination or investigation as is
necessary to enable such officer to express an informed opinion as to whether or not the
conditions set forth in the Indenture have been complied with and (d) in the opinion of
such officer, such conditions have been complied with. 



[signature page
follows] 










        IN
WITNESS WHEREOF, each of the undersigned officers of the Company has affixed his or her
signature this 11th day of December, 2007. 




	 	
/s/
RJ Seaward                                                               
Name:  RJ Seaward






	 	                                                              Title: 	Vice
President and Secretary of
                                                                     
Harley-Davidson
Funding Corp. 








	 	
/s/
Perry A. Glassgow                                                               
Name:  
 Perry A. Glassgow






	 	                                                              Title: 	Vice
President and Treasurer of
                                                                     
Harley-Davidson
Funding Corp.  
















Exhibit A 



to 



Officers’Certificate
Pursuant to Sections 102 and 301 of the Indenture 

















HARLEY-DAVIDSON
FUNDING CORP.
MEDIUM-TERM NOTES, SERIES B 



Fully and
Unconditionally Guaranteed, Jointly and Severally, by
Harley-Davidson Financial Services,
Inc. and Harley-Davidson Credit Corp.  



THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY
IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE
AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 



THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY ITS ACCEPTANCE HEREOF,
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF 501(a)(1), (2), (3), (7) OR (8) UNDER THE
SECURITIES ACT, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO
YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES
ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY
BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) PURSUANT TO  














RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT, PRIOR TO SUCH
TRANSFER FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
THE TRUSTEE FOR THIS SECURITY), (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES
ACT, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER
THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  



THE HOLDER OF THIS SECURITY WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE. 










HARLEY-DAVIDSON FUNDING
CORP.
MEDIUM-TERM  NOTES, SERIES B 



5.25% Notes due 2012 



Fully and
Unconditionally Guaranteed, Jointly and Severally, by
Harley-Davidson Financial Services,
Inc. and Harley-Davidson Credit Corp.  


	No. A001	Principal Amount $389,000,000.00
	CUSIP No. 41283DAA1	as revised by the Schedule of
	ISIN No. US41283DAA19	Increases and Decreases in Global
	Common Code 033566298	Security attached hereto
	
Issue Price: 99.886%	Maturity Date: December 15, 2012
	
Original Issue Date: December 11, 2007	Index Maturity:
	
 	[   ] Original Issue Discount Note
	
 	Total Amount of OID:
	
 	Yield to Maturity:           %
	
 	Initial Accrual Period OID:
	
[X] Fixed Rate
	
Interest Rate: 5.25%	 
	
[   ] Floating Rate
	
Interest Rate Basis:
	
___ CD Rate	Specified Currency (if other than U.S. dollars):
		N/A
	
___ CMT Rate
	         Designated CMT Reuters Page:
	         Designated CMT Maturity Index:	Option To Receive Payments In Specified Currency
		(non-U.S. dollar denominated Note):
	
___ Commercial Paper Rate
	
___ Federal Funds Rate
	
___ LIBOR






1 







	 	 
	___ Prime Rate	Authorized Denomination: Minimum denominations of
		$2,000 and integral multiples of $1,000 in excess
		thereof
	
___ Treasury Rate
	
___ Other
	
 	Place of Payment (if other than as set forth in the
		Indenture): N/A
	
Spread (Plus Or Minus):	Initial Redemption Date:
	
 	Initial Redemption Percentage:
	
 	Annual Redemption Percentage Reduction:
	
 	Repayment Date:
	
Spread Multiplier:          %	Renewable: [   ] Yes        [   ] No
	
 	Extendible: [   ] Yes        [   ] No
	
 	Indexed: [   ] Yes        [   ] No
	
Interest Category:
	[   ] Regular Floating Rate Note	Final Maturity Date:
	
[   ] Floating Rate/Fixed Rate Note
	        Fixed Rate Commencement Date:
	        Fixed Interest Rate:          %
	
[   ] Inverse Floating Rate Note
	
Initial Interest Reset Date:	Maximum Interest Rate:          %
	
Interest Reset Dates:	Minimum Interest Rate:          %
	
Interest Payment Dates (in the case of a Floating Rate Note
	and, in the case of a Fixed Rate Note, other than as set forth
	below): N/A
	
Regular Record Dates (if other than as set forth below):  N/A
	
Interest Determination Dates (if other than as set forth
	below): N/A
	
Additional Amounts applicable for Company:






2 







	 	 
	[   ] Yes
	[X] No
	
Additional Amounts applicable for Guarantors:
	[   ] Yes
	[X] No
	
Addendum Attached:	Other Provisions:
	[   ] Yes
	[X] No
	
Authorized Denomination (only if non-U.S. dollar denominated
	Note): N/A
	
Calculation Agent (if other than the Trustee): N/A
	
Interest Payment Period:







        Harley-Davidson
Funding Corp., a corporation duly organized under the laws of the State of Nevada (herein
called the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the Principal Amount specified above, as revised by
Schedule of Increases and Decreases in Global Security attached hereto, on the Maturity
Date specified above and to pay to the registered holder of this Note (the
“Holder”) interest on said Principal Amount at a rate per annum specified above
and upon the terms provided below under either the heading “Provisions Applicable To
Fixed Rate Notes Only” or the heading “Provisions Applicable To Floating Rate
Notes Only.” 



        This
Note is one of a duly authorized issue of notes of the Company (herein referred to as the
“Notes”), all issued or to be issued in one or more series under an indenture,
dated as of November 21, 2003 (as may be supplemented from time to time, the
“Indenture”), among the Company, Harley-Davidson Financial Services, Inc.,
Harley-Davidson Credit Corp., (each of Harley-Davidson Financial Services, Inc. and
Harley-Davidson Credit Corp. being a “Guarantor” and, collectively, the
“Guarantors”) and The Bank of New York Trust Company, N.A. (successor to BNY
Midwest Trust Company), as trustee (the “Trustee,” which term includes any
successor trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company, the Guarantors and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes
of this series are limited (except as otherwise provided in the Indenture) to the
aggregate principal amount established from time to time by the Company Board of
Directors. The Notes of this series may be issued at various times with different maturity
dates and different principal repayment provisions, may bear interest at different rates
and may otherwise vary, all as provided in the Indenture. The Notes of this series may be
subject to redemption upon notice and in accordance with the provisions of this Note and
the Indenture. The Company and the Guarantors may defease the Notes of this series in
accordance with the provisions of the Indenture. 




3 









        To
secure the due and punctual payment of principal, any premium, any interest and Additional
Amounts (as defined in the Indenture) on this Note by the Company under the Indenture,
when and as the same shall become due and payable, whether at the Maturity Date, by
declaration of acceleration, call for redemption or otherwise, each Guarantor has
unconditionally guaranteed this Note pursuant to the terms of the Guarantee endorsed
hereon and in Section 1401 of the Indenture (the “Guarantee”). 



        As
used herein, the term “Business Day” means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized
or required by law, regulation or executive order to close in The City of New York;
provided, however, that if a Specified Currency is specified above, the day is also
not a day on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of the
country issuing such Specified Currency or, if such Specified Currency is the Euro, the
day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open; provided further that if LIBOR is indicated above
to be an applicable Interest Rate Basis, the day is also a London Banking Day (as defined
below). 



        “Principal
Financial Center” means, unless otherwise provided in this Note, the capital city of
the country issuing the Specified Currency, except that with respect to United States
dollars, Australian dollars, Canadian dollars, Euro, South African rand and Swiss francs,
the “Principal Financial Center” will be The City of New York, Sydney, Toronto,
London, Johannesburg and Zurich, respectively. 



        “London
Banking Day” means a day which commercial banks are open for business, including
dealings in United States dollars, in London. 



Provisions Applicable To
Fixed Rate Notes Only: 



        If
the “Fixed Rate” line above is checked, unless otherwise specified above, the
Company will pay interest semiannually on June 15 and December 15 of each year (each such
date fixed for the payment of interest, an “Interest Payment Date”) commencing
June 15, 2008, and on the Maturity Date or upon earlier redemption or repayment to the
person to whom principal is payable. Interest shall accrue from the Original Issue Date,
or from the most recent Interest Payment Date to which interest has been paid or duly
provided for on this Note to, but excluding, the next following Interest Payment Date,
Maturity Date, or earlier date of redemption or repayment, as the case may be. Interest on
Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve
30-day months. 



        If
any Interest Payment Date or the Maturity Date (or the date of earlier redemption or
repayment) of this Fixed Rate Note falls on a day that is not a Business Day, the payment
will be made on the next Business Day as if it were made on the date such payment was due,
and no interest will accrue on the amount so payable for the period from and after such
Interest Payment Date or the Maturity Date (or the date of earlier redemption or
repayment), as the case may be. 




4 









Provisions Applicable To
Floating Rate Notes Only: 



        If
the “Floating Rate” line above is checked, the Company will pay interest on the
Interest Payment Dates shown specified above at the Initial Interest Rate specified above
until the Initial Interest Reset Date specified above following the Original Issue Date
specified above and thereafter at a rate determined in accordance with the provisions
hereinafter set forth under the headings “Determination of CD Rate,”
“Determination of CMT Rate,” “Determination of Commercial Paper Rate,”
“Determination of Federal Funds Rate,” “Determination of LIBOR,”
“Determination of Prime Rate” or “Determination of Treasury Rate,”
depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or other
Interest Rate Basis. 



        An
interest payment shall be the amount of interest accrued from and including the Original
Issue Date, or from and including the last Interest Payment Date to which interest has
been paid, to, but excluding, the next following Interest Payment Date, Maturity Date, or
date of earlier redemption or repayment, as the case may be (an “Interest
Period”). Notwithstanding any provision herein to the contrary, 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 above. 



        If
any Interest Payment Date for any Floating Rate Note, other than an Interest Payment Date
at maturity, would fall on a day that is not a Business Day, such Interest Payment Date
will be the following day that is a Business Day, and interest will continue to accrue to
the following Business Day, except that if LIBOR is the applicable Interest Rate Basis, if
such Business Day is in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding day that is a Business Day. If the Maturity Date (or
date of earlier redemption or repayment) of any Floating Rate Note would fall on a day
that is not a Business Day, the payment of interest and principal (and premium, if any)
may be made on the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after the Maturity Date (or the date of earlier redemption
or repayment). 



        Commencing
with the first Interest Reset Date specified above following the Original Issue Date, the
rate at which interest on this Note is payable shall be adjusted daily, weekly, monthly,
quarterly, semi-annually or annually as specified above under “Interest Reset
Dates.” 



        The
interest rate borne by this Note will be determined as follows: 



        (i)                 Unless
the Interest Category of this Note is specified above as a “Floating
          Rate/Fixed Rate Note” or an “Inverse Floating Rate Note” or in
          the event either “Other Provisions” or an Addendum hereto applies, in
          each case, relating to a different interest rate formula, this Note shall be
          designated as a “Regular Floating Rate Note” and, except as set forth
          below or specified above under “Other Provisions” or in an Addendum
          hereto, shall bear interest at the rate determined by reference to the
          applicable Interest Rate Basis or Bases (a) plus or minus the applicable
          Spread, if any, and/or (b) multiplied by the applicable Spread Multiplier,
          if any; in each case as specified above. Commencing on the Initial Interest
          Reset Date, the rate at which interest on this Note shall be payable shall be
          reset as of each Interest Reset Date specified above; provided, however,
          that the interest rate in effect for the period, if any, from the Original
Issue           Date to the Initial Interest Reset Date shall be the Initial Interest
Rate.  




5 










        (ii)                 If
the Interest Category of this Note is specified above as a “Floating
          Rate/Fixed Rate Note” then, except as set forth below or specified above
          under “Other Provisions” or in an Addendum hereto, this Note shall
          bear interest at the rate determined by reference to the applicable Interest
          Rate Basis or Bases (a) plus or minus the applicable Spread, if any,
and/or           (b) multiplied by the Spread Multiplier, if any, in each case as
specified           above. Commencing on the Initial Interest Reset Date, the rate at
which interest           on this Note shall be payable shall be reset as of each Interest
Reset Date; provided, however, that (y) the interest rate in effect
for           the period, if any, from the Original Issue Date to the Initial Interest
Reset           Date shall be the Initial Interest Rate and (z) the interest rate in
effect           for the period commencing on, and including, the Fixed Rate Commencement
Date           specified above to the Maturity Date (or date of earlier redemption or
          repayment) shall be the Fixed Interest Rate specified above or, if no Fixed
          Interest Rate is so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.  




        (iii)                 If
the Interest Category of this Note is specified above as an “Inverse
          Floating Rate Note” then, except as set forth below or specified above
          under “Other Provisions” or in an Addendum hereto, this Note shall
          bear interest at (a) the Fixed Interest Rate specified above minus (b) the rate
          determined by reference to the applicable Interest Rate Basis or Bases: (x)
plus           or minus the applicable Spread, if any, and/or (y) multiplied by the
applicable           Spread Multiplier, if any, in each case as specified above; provided,
however, that, unless otherwise specified above under “Other
          Provisions” or in an Addendum hereto, the interest rate hereon shall not
be           less than zero.  




        Commencing
on the Initial Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset on each Interest Reset Date; provided, however, that
the interest rate in effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate set forth above. 



        The
“Spread” is the number of basis points (one basis point equals one-hundredth of
a percentage point) specified above to be added to or subtracted from the Interest Rate
Basis for a Floating Rate Note, and the “Spread Multiplier” is the percentage
specified above by which the Interest Rate Basis for such Floating Rate Note will be
multiplied to determine the applicable interest rate. Both a Spread and/or a Spread
Multiplier may be applicable to the Interest Rate Basis for a particular Floating Rate
Note, as set forth above. 



        Each
such adjusted Interest Rate Basis shall be applicable on and after the Interest Reset Date
to which it relates but not including the next succeeding Interest Reset Date. If any
Interest Reset Date is a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, except that if the rate of interest on
this Note shall be determined by reference to LIBOR and such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately preceding
Business Day. Subject to applicable provisions of law (including usury laws) and except as
specified in this Note, on each Interest Reset Date, the rate of interest on this Note
shall be the rate determined in accordance with the provisions of the applicable heading
below. 



6 










        With
respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the
principal amount thereof by an accrued interest factor. Such accrued interest factor will
be computed by adding the interest factors calculated for each day in the Interest Period
or from the last date from which accrued interest is being calculated. The interest factor
for each such day is computed by dividing the interest rate applicable to such day by 360,
in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes and Prime Rate Notes, or by the number of days in the year, in the cases of
CMT Rate Notes and Treasury Rate Notes. The interest rate applicable to any day that is an
Interest Reset Date will be the interest rate effective on such Interest Reset Date. The
interest rate applicable to any other day will be the interest rate for the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate, as specified
above). 



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



        The
Trustee shall be the calculation agent unless another calculation agent is specified above
(the “Calculation Agent”). The interest rate applicable to each interest period
will be determined by the Calculation Agent on or prior to the applicable Calculation
Date. At the request of the Holder, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become effective on the
next Interest Reset Date. 



        All
percentages resulting from any calculation of the rate of interest on a Floating Rate Note
will be rounded, if necessary, to the nearest one hundred-thousandth of a percent
(.0000001), with five one-millionths of a percentage point rounded upward, and all dollar
amounts used in or resulting from such calculation on Floating Rate Notes will be rounded
to the nearest cent (with one-half cent being rounded upward). 



        Determination
of CD Rate. If the Interest Rate Basis, as specified above, is, or is calculated by
reference to, the CD Rate, unless otherwise specified above, the “CD Rate” for
each Interest Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a “CD Interest Determination
Date”) and shall be the rate on the applicable CD Interest Determination Date for
negotiable United States dollar certificates of deposit having the Index Maturity
specified above as published in H.15(519) (as defined below) on such CD Interest
Determination Date under the heading “CDs (secondary market).” If the rate
referred to in the preceding sentence is not so published by 3:00 p.m., New York City
time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable
CD Interest Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity specified above as published in H.15 Daily Update (as defined
below), or other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “CDs (secondary market).” If the rate
referred to in the preceding sentence is not so published by 3:00 p.m., New York City
time, on the applicable Calculation Date, the CD Rate shall be the rate on the applicable
CD Interest Determination Date calculated by the Calculation Agent on the Notes as the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City
time, on the applicable CD Interest Determination Date, of three leading non-bank dealers
in negotiable United States dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money market banks with a remaining maturity closest to the
Index Maturity specified above in an amount that is representative for a single
transaction in that market at that time. If the dealers selected by the Calculation Agent
as provided in the preceding sentence are not quoting as mentioned in such sentence, the
CD Rate shall be the CD Rate in effect on the applicable CD Interest Determination Date. 



7 










        “H.15(519)”
means the weekly statistical release designated as H.15(519), or any successor
publication, published by the Board of Governors of the Federal Reserve System. 



        “H.15
Daily Update” means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov /releases/h15/update, or any successor site or publication. 



        Determination
of CMT Rate. If the Interest Rate Basis, as specified above, is, or is calculated by
reference to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for
each Interest Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a “CMT Interest Determination
Date”) and shall be: 



        (i) if
the Designated CMT Reuters Page (as defined below) is specified above as Reuters Page
FRBCMT, the CMT Rate for such CMT Interest Determination Date will be a percentage equal
to the yield for United States Treasury securities at “constant maturity” having
the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any
successor service), on page FRBCMT (or any other page as may replace the specified page on
that service under the caption “Treasury Constant Maturities”) (“Reuters
Page FRBCMT”), for the applicable CMT Interest Determination Date. If the rate
referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate
for such CMT Interest Determination Date will be a percentage equal to the yield for
United States Treasury securities at “constant maturity” having the Index
Maturity specified above, and for the applicable CMT Interest Determination Date as
published in H.15(519) under the caption “Treasury Constant Maturities.” In the
event the rate referred to in the preceding sentence does not appear in H.15(519), then
the CMT Rate for such CMT Interest Determination Date will be the rate on the applicable
CMT Interest Determination Date for the period of the Index Maturity specified above, as
may then be published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate which would otherwise have been published in H.15(519). In the
event the rate referred to in the preceding sentence is not published, the CMT Rate on the
applicable CMT Interest Determination Date will be calculated by the Calculation Agent as
a yield to maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination
Date of three leading primary United States government securities dealers in the United
States of America, which may include an agent of the Company or such agent’s
affiliates (each a “Reference Dealer”), selected by the Calculation Agent (from
five Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest), and the lowest quotation
(or, in the event of equality, one of the lowest)), for United States Treasury securities
with an original maturity equal to the Index Maturity specified above, a remaining term to
maturity no more than one year shorter than the Index Maturity specified above and in a
principal amount that is representative for a single transaction in the securities in the
market at that time. If fewer than five but more than two of the prices referred to in the
above sentence are provided as requested, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent based on the arithmetic
mean of the bid prices obtained, and neither the highest nor the lowest of the quotations
shall be eliminated; provided, however, that if fewer than three prices
referred to above are provided as requested, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as of approximately 3:30
p.m., New York City time, on the applicable CMT Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation or, in the event of
equality, one of the highest and the lowest quotation or, in the event of equality, one of
the lowest, for United States Treasury securities with an original maturity greater than
the Index Maturity specified above, and a remaining term to maturity closest to the Index
Maturity specified above, and in a principal amount that is representative for a single
transaction in the securities in the market at that time. However, if fewer than five but
more than two prices referred to above are provided as requested, the CMT Rate on the
applicable CMT Interest Determination Date will be calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained, and neither the highest nor the
lowest of the quotations will be eliminated. If fewer than three prices referred to above
are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date
will be the CMT Rate in effect on the applicable CMT Interest Determination Date; and 




8 









        (ii)            if
the Designated CMT Reuters Page is specified above as Reuters Page FEDCMT,           the
CMT Rate for such CMT Interest Determination Date will be a percentage equal           to
the one-week or one-month, as specified above, average yield for United           States
Treasury securities at “constant maturity” having the Index           Maturity
specified above, as such yield is displayed on Reuters, Inc. (or any           successor
service) on page FEDCMT (or any other page as may replace page FEDCMT           on that
service) (“Reuters Page FEDCMT”), for the week or month, as
          applicable, ended immediately preceding the week or month, as applicable, in
          which the related CMT Interest Determination Date falls. If the rate referred
to           in the preceding sentence does not appear on Reuters Page FEDCMT, then the
CMT           Rate for such CMT Interest Determination Date will be a percentage equal to
the           one-week or one-month, as specified above, average yield for United States
          Treasury securities at “constant maturity” having the Index Maturity
          specified above, and for the week or month, as applicable, preceding the
          applicable CMT Interest Determination Date as published in H.15(519) opposite
          the caption “Treasury Constant Maturities.” If the rate referred to
in           the preceding sentence does not appear in H.15(519), then the CMT Rate for
such           CMT Interest Determination Date will be the one-week or one-month, as
specified           above, average yield for United States Treasury securities at “constant
          maturity” having the Index Maturity specified above, as otherwise
announced           by the Federal Reserve Bank of New York for the week or month, as
applicable,           ended immediately prior to the week or month, as applicable, in
which the           related CMT Interest Determination Date falls. If the Federal Reserve
Bank of           New York does not publish the rate referred to in the preceding
sentence, the           CMT Rate on the applicable CMT Interest Determination Date will
be calculated by           the Calculation Agent as a yield to maturity based on the
arithmetic mean of the           secondary market bid prices at approximately 3:30 p.m.,
New York City time, on           the applicable CMT Interest Determination Date of three
Reference Dealers           selected by the Calculation Agent (from five Reference
Dealers selected by the           Calculation Agent and eliminating the highest quotation
(or, in the event of           equality, one of the highest), and the lowest quotation
(or, in the event of           equality, one of the lowest)), for United States Treasury
securities with an           original maturity equal to the Index Maturity specified
above, and a remaining           term to maturity no more than one year shorter than the
Index Maturity specified           above, and in a principal amount that is
representative for a single transaction           in the securities in the market at that
time. If fewer than five but more than           two of the prices referred to above are
provided as requested, the CMT Rate on           the applicable CMT Interest
Determination Date will be calculated by the           Calculation Agent based on the
arithmetic mean of the bid prices obtained, and           neither the highest nor the
lowest of the quotations shall be eliminated. If           fewer than three prices
referred to above are provided as requested, the CMT           Rate on the applicable CMT
Interest Determination Date will be calculated by the           Calculation Agent as a
yield to maturity based on the arithmetic mean of the           secondary market bid
prices as of approximately 3:30 p.m., New York City time,           on the applicable CMT
Interest Determination Date of three Reference Dealers           selected by the
Calculation Agent (from five Reference Dealers selected by the           Calculation
Agent and eliminating the highest quotation or (in the event of           equality, one
of the highest) and the lowest quotation (or, in the event of           equality, one of
the lowest)), for United States Treasury securities with an           original maturity
greater than the Index Maturity specified above, and a           remaining term to
maturity closest to the Index Maturity specified above and           will be in a
principal amount that is representative for a single transaction in           the
securities in the market at that time. If fewer than five but more than two
          prices referred to above are provided as requested, the CMT Rate will be
          calculated by the Calculation Agent based on the arithmetic mean of the bid
          prices obtained, and neither the highest nor the lowest of the quotations will
          be eliminated. If fewer than three prices referred to above are provided as
          requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT
          Interest Determination Date. If two United States Treasury securities with an
          original maturity greater than the Index Maturity as specified above have
          remaining terms to maturity equally close to the Index Maturity specified
above,           the quotes for the United States Treasury security with the shorter
original           remaining term to maturity will be used.  




9 










        “Designated
CMT Reuters Page” means the display on Reuters, Inc. or any successor service on the
page specified above (or any other page as may replace the specified page on that service
for the purpose of displaying Treasury Constant Maturities as reported in H.15(519)). If
no such page is specified above, the Designated CMT Reuters Page shall be Reuters Page
FEDCMT, for the most recent week. 



        “Designated
CMT Maturity Index” means the original period to maturity of the U.S. Treasury
securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified above with respect to
which the CMT Rate will be calculated. If no such maturity is specified, the Designated
CMT Maturity Index shall be two years. 



        Determination
of Commercial Paper Rate. If the Interest Rate Basis, as specified above, is, or is
calculated by reference to, the Commercial Paper Rate, unless otherwise specified above,
the “Commercial Paper Rate” for each Interest Reset Date will be determined by
the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a
“Commercial Paper Interest Determination Date”) and shall be the Money Market
Yield (as defined below) on such Commercial Paper Interest Determination Date of the rate
for commercial paper having the Index Maturity as indicated above, as such rate shall be
published in H.15(519) under the caption “Commercial Paper-Nonfinancial.” In the
event that such rate is not published prior to 3:00 p.m., New York City time, on the
applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the
Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the applicable
Commercial Paper Interest Determination Date for commercial paper having the Index
Maturity specified above, published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the caption
“Commercial Paper-Nonfinancial.” In the event that such rate is not published
prior to 3:00 p.m., New York City time, on the applicable Calculation Date as provided in
the preceding sentence, then the Commercial Paper Rate on the applicable Commercial Paper
Interest Determination Date shall be calculated by the Calculation Agent as the Money
Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New
York City time, on the applicable Commercial Paper Interest Determination Date of three
leading dealers of United States dollar commercial paper in the City of New York, which
may include an agent of the Company or such agent’s affiliates, selected by the
Calculation Agent for commercial paper having the Index Maturity specified above, placed
for industrial issuers whose bond rating is “Aa,” or the equivalent, from a
nationally recognized statistical rating organization; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the Commercial
Paper Rate in effect on the applicable Commercial Paper Interest Determination Date. 




10 









        “Money
Market Yield” shall be a yield calculated in accordance with the following formula
and expressed as a percentage: 


	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
interest period for which interest is being calculated. 



        Determination
of Federal Funds Rate. If the Interest Rate Basis, as specified above, is, or is
calculated by reference to the Federal Funds Rate, unless otherwise specified above, the
“Federal Funds Rate” with respect to each Interest Reset Date will be determined
by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a
“Federal Funds Interest Determination Date”) and shall be the rate on that date
for United States dollar Federal Funds as published in H.15(519) under the heading
“Federal Funds (Effective),” as displayed on Reuters, Inc. or any successor
service on page FEDFUND 01 or any other page as may replace the applicable page on that
service (“Reuters Page FEDFUND 01”). If such rate does not appear on Reuters
Page FEDFUND 01, or is not so published by 3:00 p.m., New York City time, on the
applicable Calculation Date, the Federal Funds Rate on the applicable Federal Funds
Interest Determination Date for United States dollar federal funds will be the rate on
such Federal Funds Interest Determination Date as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable rate, under
the caption “Federal Funds/Effective Rate.” If such rate is not so published by
3:00 p.m., New York City time, on the applicable Calculation Date, the Federal Funds Rate
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 arranged by three
leading brokers of United States dollar federal funds transactions in the City of New
York, which may include an agent of the Company or such agent’s affiliates, selected
by the Calculation Agent before 9:00 a.m., New York City time, on the applicable Federal
Funds Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate will be the Federal Funds Rate in effect on the
applicable Federal Funds Interest Determination Date. 




11 









        Determination
of LIBOR. If the Interest Rate Basis, as specified above, is, or is calculated by
reference to, LIBOR, unless otherwise specified above, “LIBOR” for each Interest
Reset Date will be determined by the Calculation Agent as of the second London Banking Day
prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and
will be the rate (expressed as a percentage per annum) for deposits in United States
dollars having a three-month maturity that appears on Reuters LIBOR01 at approximately
11:00 a.m., London time, on the LIBOR Interest Determination Date. If on a LIBOR Interest
Determination Date, such rate does not appear on Reuters LIBOR01 at such time, or if
Reuters LIBOR01 is not available on such date, the Calculation Agent will obtain such rate
from Bloomberg’s page “BBAM.” If such rate does not appear on Reuters
LIBOR01 or Bloomberg’s page “BBAM” on a LIBOR Interest Determination Date
at approximately 11:00 a.m., London time, then the Calculation Agent will request the
principal London office of each of four major banks in the London interbank market, as
selected by the Calculation Agent, to provide a quotation of the rate (expressed as a
percentage per annum) offered by it to prime banks in the London interbank market for
three-month deposits in United States dollars in a principal amount of at least $1,000,000
at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date. If at
least two such offered quotations are so provided, the rate for the interest period will
be the arithmetic mean of such quotations. If fewer than two such quotations are so
provided, the Calculation Agent will request each of three major banks in New York City,
as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a
percentage per annum), offered by it for loans in United States dollars to leading
European banks having a three-month maturity in a principal amount of at least $1,000,000
at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination
Date. If at least two such rates are so provided, the LIBOR Rate will be the arithmetic
mean of such rates. If fewer than two such rates are so provided, then the LIBOR Rate will
be the rate in effect with respect to the immediately preceding interest period. 



        “Reuters
LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, Inc., or any
successor service or page, for the purpose of displaying the London interbank rates of
major banks for United States dollars. 



        Determination
of Prime Rate. If the Interest Rate Basis, as specified above, is, or is calculated by
reference to, the Prime Rate, unless otherwise specified above, the “Prime Rate”
with respect to each Interest Reset Date will be determined by the Calculation Agent as of
the first Business Day prior to such Interest Reset Date (a “Prime Interest
Determination Date”) and shall be the rate set forth on such date as published in
H.15(519) under the caption “Bank Prime Loan.” If such rate is not so published
prior to 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to
such Prime Interest Determination Date, then the Prime Rate will be the rate published in
H.15 Daily Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate under the caption “Bank Prime Loan.” If such rate
is not so published prior to 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be
determined by the Calculation Agent as the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as
defined below) as the particular bank’s prime rate or base lending rate as of 11:00
a.m., New York City time, on the applicable Prime Interest Determination Date. If fewer
than four such rates are so published by 3:00 p.m., New York City time, on the applicable
Calculation Date as shown on the Reuters Screen US PRIME 1 Page for the Prime Interest
Determination Date, the Prime Rate will be determined by the Calculation Agent as the
arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of business on the
applicable Prime Interest Determination Date by three major banks, which may include an
agent of the Company or such agent’s affiliates, in the City of New York selected by
the Calculation Agent; provided, however, that if the banks selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate
in effect on the applicable Prime Interest Determination Date. 




12 









        “Reuters
Screen US PRIME 1 Page” means the display designated as “US PRIME 1 Page”
on the Reuter Money 3000 (or any successor service on the “US PRIME 1 Page” or
other page as may replace the US PRIME 1 Page on such service for the purpose of
displaying prime rates or base lending rates of major United States banks). 



        Determination
of Treasury Rate. If the Interest Rate Basis, as specified above, is, or is calculated
by reference to the Treasury Rate, unless otherwise specified above, the “Treasury
Rate” for each Interest Reset Date will be determined on the Treasury Rate
Determination Date (as defined below) and will be the rate from the auction held on the
applicable Interest Determination Date (the “Auction”) of direct obligations of
the United States (“Treasury Bills”) having the Index Maturity, as specified
above, as published under the caption “Investment Rate” on the display on
Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may
replace page USAUCTION 10 on that service or page USAUCTION 11 or any other page as may
replace page USAUCTION 11 on that service. Or, if such rate is not so published by 3:00
p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury
Rate Determination Date, the Bond Equivalent Yield (as defined below) of the rate for the
applicable Treasury Bills as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under the
caption “U.S. Government Securities/Treasury Bills/Auction High,” or, if such
rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the
auction rate of the applicable Treasury Bills announced by the United States Department of
the Treasury. Or, if such rate is not announced by the United States Department of the
Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the
applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity
specified above, published in H.15(519) under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market,” or, if such rate is not so published by
3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such
Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination
Date of the applicable Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable rate, under
the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the
event that the results of the auction of Treasury Bills having the applicable Index
Maturity specified above are not published or reported, as provided above, by 3:00 p.m.,
New York City time, on the applicable Calculation Date or if no such auction is held on
such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury
Rate Determination Date shall be calculated by the Calculation Agent and shall be the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the applicable Treasury Rate Determination
Date, of three primary United States government securities dealers, which may include an
agent of the Company or such agent’s affiliates, selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified above; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate will be the Treasury Rate in effect on the applicable Treasury Rate
Determination Date. 




13 









        The
“Treasury Rate Determination Date” for any Interest Reset Date will be the day
of the week in which such Interest Reset Date falls on which Treasury Bills would normally
be auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the following
Tuesday, except such auction may be held on the preceding Friday. If, as the result of a
legal holiday, an auction is so held on the preceding Friday, such Friday will be the
Treasury Rate Determination Date pertaining to the Interest Reset Date occurring in the
next succeeding week. 



        “Bond
Equivalent Yield” means a yield calculated in accordance with the following formula
and expressed as a percentage: 





	Bond Equivalent Yield	=	D x N
	x 100
			360 - (D x M)






where “D” refers to the
applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed
as a decimal; “N” refers to 365 or 366, as the case may be, and “M”
refers to the actual number of days in the interest period for which interest is being
calculated. 



Provisions Applicable To
Both Fixed Rate Notes And Floating Rate Notes: 



        The
interest so payable on any Interest Payment Date will, subject to certain exceptions in
the Indenture hereinafter referred to, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date (as defined below)
immediately preceding such Interest Payment Date or, if the Interest Payment Date is the
Maturity Date or the date of earlier redemption or repayment, to the person in whose name
this Note is registered at the close of business on the Maturity Date or such earlier date
of redemption or repayment; provided, however, that if the Original Issue
Date is between a Regular Record Date and an Interest Payment Date or on an Interest
Payment Date, interest for the period from and including the Original Issue Date to, but
excluding, the Interest Payment Date relating to such Regular Record Date shall be paid on
the next succeeding Interest Payment Date to the person in whose name this Note is
registered on the close of business on the Regular Record Date preceding such Interest
Payment Date. If this Note bears interest at a Fixed Rate, as specified above, unless
otherwise specified above, the “Regular Record Date” with respect to any
Interest Payment Date shall be the first day of June and December preceding such Interest
Payment Date, whether or not such date shall be a Business Day. If this Note bears
interest at a Floating Rate, as specified above, the “Regular Record Date” with
respect to any Interest Payment Date shall be the fifteenth calendar day next preceding
such Interest Payment Date, whether or not such date shall be a Business Day. 




14 









        Payment
of principal, premium, if any, and interest in respect of this Note due on the Maturity
Date or any earlier redemption or repayment date will be made in immediately available
funds upon presentation and surrender of this Note; provided, however, that
if a Specified Currency is specified above and such payment is to be made in such
Specified Currency in accordance with the provisions set forth below, such payment will be
made by wire transfer of immediately available funds to an account with a bank designated
by the Holder hereof at least 15 calendar days prior to the Maturity Date or such earlier
redemption or repayment date, as the case may be, provided that such bank has appropriate
facilities therefor and that this Note is presented and surrendered at the Place of
Payment (defined in the Indenture, or as otherwise specified above) in time for the
Trustee to make such payment in such funds in accordance with its normal procedures.
Payment of interest due on any Interest Payment Date, other than the Maturity Date or any
earlier redemption or repayment date, will be made at the Place of Payment. 



        Whenever
in this Note or in the Indenture there is a reference, in any context, to the payment of
the principal of, or interest, if any, on, or in respect of, the Notes, such payment shall
be deemed to include the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect of such payment
pursuant to the provisions hereof or thereof and express mention of the payment of
Additional Amounts (if applicable) in any provision hereof or thereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express
mention is not made. 



        The
Company is obligated to make payment of principal, premium, if any, and interest in
respect of this Note in United States dollars or, if a Specified Currency is indicated
above, in such Specified Currency (or, if such Specified Currency is not at the time of
such payment legal tender for the payment of public and private debts of the country
issuing such currency or, in the case of the Euro, in the member states of the European
Union that have adopted the single currency in accordance with the Treaty Establishing the
European Community, as amended by the Treaty on European Union, such other currency which
is then such legal tender in such country or in the adopting member states of the European
Union, as the case may be). If a Specified Currency is specified above, except as
otherwise provided below, any such amounts so payable by the Company will be converted by
a New York clearing house bank designated by the Company (the “Exchange Rate
Agent”) into United States dollars for payment to the Holder of this Note. 



        If
a Specified Currency is specified above, the Holder of this Note may elect to receive any
amount payable hereunder in such Specified Currency. If the Holder of this Note shall not
have duly made an election to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in such Specified
Currency, any United States dollar amount to be received by the Holder of this Note will
be based on the highest bid quotation in The City of New York received by the Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange dealers (one
of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved
by the Company for the purchase by the quoting dealer of the Specified Currency for United
States dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a contract. All
currency exchange costs will be borne by the Holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this Note will be
made in the Specified Currency. 




15 









        If
a Specified Currency is specified above, the Holder of this Note may elect to receive all
or a specified portion of any payment of principal, premium, if any, and/or interest in
respect of this Note in such Specified Currency by submitting a written request for such
payment to the Trustee at the Place of Payment on or prior to the applicable Record Date
or at least 15 calendar days prior to the Maturity Date (or any earlier redemption or
repayment date), as the case may be. Such written request may be mailed or hand delivered
or sent by facsimile transmission. The Holder of this Note may elect to receive all or a
specified portion of all future payments in the Specified Currency in respect of such
principal, premium, if any, and/or interest and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the Maturity
Date (or any earlier redemption or repayment date), as the case may be. 



        If
a Specified Currency is specified above and the Holder of this Note shall have duly made
an election to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in such Specified Currency, but such
Specified Currency is not available for such payment due to the imposition of exchange
controls or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such payment in
United States dollars on the basis of the Market Exchange Rate (as defined below)
determined by the Exchange Rate Agent on the second Business Day prior to such payment
date or, if such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate on or before the date on which such payment is
due. The “Market Exchange Rate” for the Specified Currency means the noon dollar
buying rate in The City of New York for cable transfers of the Specified Currency as
certified for customs purposes (or, if not so certified, as otherwise determined) by the
Federal Reserve Bank of New York. Any payment made in United States dollars under such
circumstances shall not constitute an Event of Default (as defined in the Indenture). 



        All
determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all purposes and
binding on the Holder of this Note. 



        In
case an Event of Default (as defined in the Indenture) with respect to Notes of this
series shall occur and be continuing, the principal amount (or, if the Note is an Original
Issue Discount Note, such lesser portion of the principal amount as may be applicable) of
the Notes of this series may be declared due and payable, and, with respect to certain
Events of Default, shall automatically become due and payable, in each case in the manner
and with the effect provided in the Indenture. If this Note is an Original Issue Discount
Note, in the event of an acceleration of the Maturity Date hereof, the amount payable to
the Holder of this Note upon such acceleration will be determined by this Note but will be
an amount less than the amount payable at the Maturity Date of this Note. 




16 









        The
Indenture permits, with certain exceptions as therein provided, the modification of the
rights and obligations of the Company and the Guarantors and the rights of the Holders of
the Securities (as defined in the Indenture) of each series to be affected by such
modification under the Indenture at any time by the Company and the Guarantors with the
consent of the holders of not less than a majority in aggregate principal amount of the
Outstanding Securities (as defined in the Indenture) of each series to be affected by such
modification. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all Securities of such series, to waive compliance by the Company
and the Guarantors with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 



        This
Note is issuable only in registered form without coupons in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof or other Authorized Denomination
specified above. This Note may not be exchanged for a Bearer Security (as defined in the
Indenture). 



        As
provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered in the Security Register (as defined in the
Indenture) of this series upon surrender of this Note for registration of transfer at the
Place of Payment, duly endorsed by or accompanied by, a written instrument of transfer in
form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or
his attorney duly authorized in writing, and thereupon a new Note or Notes of this series
of Authorized Denomination and for the same aggregate principal amount, with the Guarantee
endorsed thereon, will be issued to the designated transferee or transferees. 



        No
service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. 



        The
Trustee, and any agent of the Company or the Trustee may treat the person in whose name
this Note is registered in the Security Register as the owner of this Note for all
purposes (other than for the determination of any Additional Amounts payable) and neither
the Company nor the Trustee nor any such agent shall be affected by any notice to the
contrary. 



        This
Note will not be subject to any sinking fund. 



        This Note
will be subject to redemption at the option of the Company, in whole or in part at any
time at a redemption price equal to the greater of (i) 100% of the principal amount to be
redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the
present values of the remaining scheduled payments of principal and interest on the Notes
to be redeemed (not including any portion of such payments of interest accrued to the date
of redemption) discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 30 basis points, and accrued but unpaid interest thereon. 




17 









        “Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. 



        “Comparable
Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of the Notes. 



        “Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such quotations. 



        “Quotation
Agent” means the Reference Treasury Dealer appointed by the Company. 



        “Reference Treasury
Dealer” means (i) each of J.P. Morgan Securities Inc. and BNP Paribas Securities
Corp. (and their respective successors) and three other nationally recognized investment
banking firms that are Primary Treasury Dealers specified from time to time by the
Company; provided, however, that if the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer selected by the Company. 



        “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 



        Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to the Holder hereof at its address as such address shall appear in the
Security Register of the Company. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate. Unless the Company defaults in the
payment of the redemption price on and after the redemption date, interest will cease to
accrue on the principal amount of this Note called for redemption. 



        If
an HDI Change of Control Triggering Event (as defined below) occurs, unless the Company
has exercised its option to redeem this Note as described above, the Company will be
required to make an offer (the “Change of Control Offer”) to each Holder of the
Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change
of Control Offer, the Company will be required to offer payment in cash equal to 101% of
the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if
any, on the Notes repurchased to the date of repurchase (the “Change of Control
Payment”). 




18 









        Within
30 days following any HDI Change of Control Triggering Event or, at the Company’s
option, prior to any HDI Change of Control (as defined below), but after public
announcement of the transaction that constitutes, or would constitute upon consummation
thereof, the HDI Change of Control, a notice will be mailed to Holders of the Notes
describing the transaction that constitutes, or would constitute upon consummation
thereof, the HDI Change of Control Triggering Event and offering to repurchase the Notes
on the date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”). The notice will, if mailed prior to the date of consummation of the
HDI Change of Control, state that the offer to purchase is conditioned on the HDI Change
of Control Triggering Event occurring on or prior to the Change of Control Payment Date. 



        On
the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for
payment all Notes or portions of Notes properly tendered pursuant to the Change of Control
Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause
to be delivered to the Trustee the Notes properly accepted together with a Company
Officers’ Certificate (as defined in the Indenture) stating the aggregate principal
amount of Notes or portions of Notes being repurchased. 



        The
Company will not be required to comply with the obligations relating to repurchasing the
Notes if a third party instead satisfies them. 



        The
Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any other securities laws and
regulations applicable to the repurchase of the Notes. To the extent that the provisions
of any such securities laws or regulations conflict with the Change of Control Offer
provisions of the Notes, the Company will comply with those securities laws and
regulations and will not be deemed to have breached its obligations under the Change of
Control Offer provisions of the Notes by virtue of any such conflict. 



        For
purposes of the Change of Control Offer provisions of the Notes, the following terms will
be applicable: 



        “Below
Investment Grade Rating Event” means the Notes are rated below an Investment Grade
Rating by each of the Rating Agencies on any day within the 60-day period after the
earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the
intention of Harley-Davidson, Inc. (“HDI”) to effect an HDI Change of Control
(which 60-day period will be extended so long as the rating of the Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies);
provided that a Below Investment Grade Rating Event otherwise arising by virtue of
a particular reduction in rating shall not be deemed to have occurred in respect of a
particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade
Rating Event for purposes of the definition of HDI Change of Control Triggering Event
hereunder) if any of the Rating Agencies making the reduction in rating to which this
definition would otherwise apply does not announce or publicly confirm or inform the
Trustee in writing at its request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result of, or in respect of, the
applicable HDI Change of Control (whether or not the applicable HDI Change of Control
shall have occurred at the time of the Below Investment Grade Rating Event). 




19 









        “Continuing
Director” means, as of any date of determination, any member of the Board of
Directors of HDI who (1) was a member of such Board of Directors on the date the Notes
were issued or (2) was nominated for election, elected or appointed to such Board of
Directors with the approval of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination, election or appointment (either by
a specific vote or by approval of the proxy statement of HDI in which such member was
named as a nominee for election as a director). 



        “Fitch”means
Fitch Inc. 




        “HDI
Change of Control” means the occurrence of any of the following: (1) the consummation
of any transaction (including, without limitation, any merger or consolidation) the result
of which is that any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act), other than HDI or one of its subsidiaries, becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of
HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather
than number of shares; (2) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of HDI and the assets of the
subsidiaries of HDI, taken as a whole, to one or more “persons” (as that term is
defined in the Indenture), other than HDI or one of its subsidiaries; or (3) the first day
on which a majority of the members of the Board of Directors of HDI are not Continuing
Directors. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI
Change of Control if (1) HDI becomes a direct or indirect wholly-owned subsidiary of a
holding company and (2)(A) the direct or indirect holders of the Voting Stock of such
holding company immediately following that transaction are substantially the same as the
holders of the Voting Stock of HDI immediately prior to that transaction or (B)
immediately following that transaction no “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the
requirements of this sentence) is the beneficial owner, directly or indirectly, of more
than 50% of the Voting Stock of such holding company. 



        “HDI
Change of Control Triggering Event” means the occurrence of both an HDI Change of
Control and a Below Investment Grade Rating Event. 



        “Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch,
and the equivalent investment grade credit rating from any replacement Rating Agency or
Rating Agencies selected by the Company. 



        “Moody’s” means
Moody’s Investors Service, Inc. 





20 









        “Rating
Agencies” means (1) each of Moody’s, S&P and Fitch, and (2) if any of
Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the
Notes publicly available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a
resolution of the Company’s Board of Directors) as a replacement agency for
Moody’s, S&P or Fitch, as the case may be. 



        “S&P”
means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc. 



        “Voting
Stock” means, with respect to any specified “person” (as that term is used
in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person
that is at the time entitled to vote generally in the election of the board of directors
of such person. 



        The
Company can “reopen” a previously issued tranche of Notes and issue additional
Notes of such tranche or establish additional terms of such tranche or issue notes with
the same terms as previously issued Notes. 



        The
Company may at any time purchase this Note at any price in the open market or otherwise.
Notes so purchased by the Company may be held or resold or, at the discretion of the
Company, may be surrendered to the Trustee for cancellation. 



        No
reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligations of the Company and the Guarantors, which are absolute and
unconditional, to pay the principal of, premium, if any, and interest on this Note, at the
times, place and rate, and in the coin or currency, herein and in the Indenture
prescribed. 



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



        By
acceptance of this Note, the Holder hereof agrees to be bound by the provisions of the
Indenture. Terms used herein which are defined in the Indenture shall have the respective
meanings assigned thereto in the Indenture. This Note shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been
signed by or on behalf of the Trustee under the Indenture. 









21 












        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually
or by facsimile by an authorized signatory. 



		HARLEY-DAVIDSON FUNDING CORP.
	

 	By: __________________________________
		Name:  RJ Seaward
		Title:  Vice President and Secretary
	

 	By: __________________________________
		Name:  Perry A. Glassgow
		Title:  Vice President and Treasurer







Dated: December 11, 2007 



TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 



This is one of the Securities of the

series designated herein and 
referred to in the within-mentioned 
Indenture. 



THE BANK OF NEW YORK TRUST COMPANY,
N.A. 
as Trustee  



	By:  	_____________________________
         
  Authorized Signatory
















GUARANTEE 



        For
value received, each of the undersigned hereby fully, irrevocably and unconditionally
guarantees, jointly and severally, pursuant to the terms of the Guarantee contained in
Article Fourteen of the Indenture, to the Holder of this Note and to the Trustee, on
behalf of the Holder, the due and punctual payment of the principal of, and any premium,
interest and any Additional Amounts on, this Note, when and as the same shall become due
and payable, whether at the stated maturity, by declaration of acceleration, call for
redemption or otherwise, in accordance with the terms of this Note and the Indenture. This
Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes
the certificate of authentication on the Note upon which this Guarantee is endorsed. 


	        Dated: December 11, 2007	 
		HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
		a Delaware corporation
	
 	By:________________________________________
		      Name:
		      Title:
	
 	HARLEY-DAVIDSON CREDIT CORP.
		a Nevada corporation
	
 	By:________________________________________
		      Name:
		      Title:
	        Attest:
	
        By:_____________________
	              Name:
	              Title:
















ABBREVIATIONS 



The following abbreviations, when
used in the inscription on this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 


	TEN COM -	as tenants in common	UNIF GIFT MIN ACT -	_______ Custodian ______
				(Cust)                          (Minor)
	TEN ENT -	as tenants by the entireties		under Uniform Gifts to Minors Act
	
JT TEN -	as joint tenants with right of		______________________
		survivorship and not as tenant		(State)
		in common





Additional abbreviations may also be
used though not in the above list. 











ASSIGNMENT 



        FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: 



(Please insert social security or
other identifying number of assignee) 



     



     



(Name and address of
assignee, including zip code, 
must be printed or typewritten)  



the within Note, and all rights
thereunder, hereby irrevocably constituting and appointing
___________________________________________ attorney to transfer said Note on the books
of the within Company, with full power of substitution in the premises. 


	Dated:	______________________________________









	 	
NOTICE:
The signature to this assignment must correspond with the name as it appears upon the
within Note in every particular, without alteration or enlargement or any change whatever
and must be guaranteed. 







SIGNATURE(S)           GUARANTEED:  










THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
PURSUANT TO SEC RULE 17Ad-15. 












SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL NOTE 



The following increases
or decreases in this Global Note have been made  










	Date of Exchange	Amount of increase

in Principal Amount

of this Global Note	Amount of decrease in

Principal Amount of

this Global Note	Principal Amount of

this Global Note

following each

decrease or increase	Signature of

authorized signatory

of Trustee