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                                                                       EXHIBIT 4

                                AGENCY AGREEMENT
                             (AMENDED AND RESTATED)

                                 IN RESPECT OF A

                               U.S. $7,000,000,000

                         EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on 28th May, 2004 BETWEEN:

(1)      INTERNATIONAL LEASE FINANCE CORPORATION (the "ISSUER");

(2)      CITIBANK, N.A. (the "AGENT", which expression shall include any
         successor agent appointed in accordance with clause 21); and

(3)      DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME of 69, route
         d'Esch, L-2953 Luxembourg (together with the Agent, the "PAYING AGENTS"
         and each a "PAYING AGENT", which expression shall include any
         additional or successor paying agent appointed in accordance with
         clause 21).

WHEREAS:

(A)      The parties hereto entered into an Agency Agreement (the "ORIGINAL
         AGENCY AGREEMENT") dated 15th May, 2002 in respect of a
         U.S.$4,000,000,000 Euro Medium Term Note Programme (the "PROGRAMME").

(B)      The Original Agency Agreement was supplemented by a Supplemental Agency
         Agreement (the "SUPPLEMENTAL AGENCY AGREEMENT" and, together with the
         Original Agency Agreement, the "PRINCIPAL AGENCY AGREEMENT") dated 16th
         May, 2003 between the parties hereto to increase the Programme to
         U.S.$5,000,000,000.

(C)      The parties hereto have agreed to make certain modifications to the
         Principal Agency Agreement including an increase in the size of the
         Programme to U.S.$7,000,000,000.

(D)      This Agreement amends and restates the Principal Agency Agreement. Any
         Notes issued under the Programme on or after the date hereof shall be
         issued pursuant to this Agreement.

IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

(1)      Terms and expressions defined in the Programme Agreement or the Notes
         or used in the applicable Pricing Supplement shall have the same
         meanings in this Agreement, except where the context requires otherwise
         or unless otherwise stated.

(2)      Without prejudice to the foregoing:

         "CALCULATION AGENCY AGREEMENT" in relation to any Series of Notes means
         an agreement in or substantially in the form of Schedule 1;

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         "CALCULATION AGENT" means, in relation to the Notes of any Series, the
         person appointed as calculation agent in relation to such Notes by the
         Issuer pursuant to the provisions of a Calculation Agency Agreement (or
         any other agreement) and shall include any successor calculation agent
         appointed in respect of such Notes;

         "CLEARSTREAM, LUXEMBOURG" Clearstream Banking, societe anonyme.

         "CONDITIONS" means, in relation to the Notes of any Series, the terms
         and conditions endorsed on or incorporated by reference into the Note
         or Notes constituting such Series, such terms and conditions being in
         or substantially in the form set out in Schedule 2 or in such other
         form, having regard to the terms of the Notes of the relevant Series,
         as may be agreed between the Issuer, the Agent and the relevant Dealer
         as modified and supplemented by the applicable Pricing Supplement;

         "COUPON" means an interest coupon appertaining to a Definitive Note
         (other than a Zero Coupon Note), such coupon being:

         (i)      if appertaining to a Fixed Rate Note, in the form or
                  substantially in the form set out in Part IVA of Schedule 5 or
                  in such other form, having regard to the terms of issue of the
                  Notes of the relevant Series, as may be agreed between the
                  Issuer, the Agent and the relevant Dealer; or

         (ii)     if appertaining to a Floating Rate Note or an Index Linked
                  Interest Note, in the form or substantially in the form set
                  out in Part IVB of Schedule 5 or in such other form, having
                  regard to the terms of issue of the Notes of the relevant
                  Series, as may be agreed between the Issuer, the Agent and the
                  relevant Dealer; or

         (iii)    if appertaining to a Definitive Note which is neither a Fixed
                  Rate Note nor a Floating Rate Note nor an Index Linked
                  Interest Note, in such form as may be agreed between the
                  Issuer, the Agent and the relevant Dealer,

         and includes, where applicable, the Talon(s) appertaining thereto and
         any replacements for Coupons and Talons issued pursuant to Condition
         10;

         "COUPONHOLDERS" means the several persons who are for the time being
         holders of the Coupons and shall, unless the context otherwise
         requires, include the holders of Talons;

         "DEFINITIVE NOTE" means a Note in definitive form issued or, as the
         case may require, to be issued by the Issuer in accordance with the
         provisions of the Programme Agreement or any other agreement between
         the Issuer and the relevant Dealer in exchange for a Global Note or
         part thereof, such Definitive Note being in or substantially in the
         form set out in Part III of Schedule 5 with such modifications (if any)
         as may be agreed between the Issuer, the Agent and the relevant Dealer
         and having the Conditions endorsed thereon or, if permitted by the
         relevant authority or authorities and agreed by the Issuer and the
         relevant Dealer, incorporated therein by reference and having the
         applicable Pricing Supplement (or the relevant provisions thereof)
         either incorporated therein or endorsed thereon and (except in the case
         of a Zero Coupon Note) having Coupons and, where appropriate, Receipts
         and/or Talons attached thereto on issue;

         "DISTRIBUTION COMPLIANCE PERIOD" has the meaning given to such term in
         Regulation S under the Securities Act;

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                                       3

         "DUAL CURRENCY NOTE" means a Note in respect of which payments of
         principal and/or interest are made or to be made in such different
         currencies, and at rates of exchange calculated upon such basis or
         bases, as the Issuer and the relevant Dealer may agree, as indicated in
         the applicable Pricing Supplement;

         "EUROCLEAR" means Euroclear Bank S.A./N.V. as operator of the Euroclear
         System;

         "FIXED RATE NOTE" means a Note on which interest is calculated at a
         fixed rate payable in arrear on one or more Interest Payment Dates in
         each year as may be agreed between the Issuer and the relevant Dealer,
         as indicated in the applicable Pricing Supplement;

         "FLOATING RATE NOTE" means a Note on which interest is calculated at a
         floating rate, payable in arrear on one or more Interest Payment Dates
         in each year as may be agreed between the Issuer and the relevant
         Dealer, as indicated in the applicable Pricing Supplement;

         "GLOBAL NOTE" means a Temporary Global Note and/or a Permanent Global
         Note, as the context may require;

         "INDEX LINKED INTEREST NOTE" means a Note in respect of which the
         amount in respect of interest payable is calculated by reference to an
         index and/or a formula as the Issuer and the relevant Dealer may agree,
         as indicated in the applicable Pricing Supplement;

         "INDEX LINKED NOTE" means an Index Linked Interest Note and/or an Index
         Linked Redemption Note, as applicable;

         "INDEX LINKED REDEMPTION NOTE" means a Note in respect of which the
         amount in respect of principal payable is calculated by reference to an
         index and/or a formula as the Issuer and the relevant Dealer may agree,
         as indicated in the applicable Pricing Supplement;

         "INTEREST COMMENCEMENT DATE" means, in the case of interest-bearing
         Notes, the date specified in the applicable Pricing Supplement from and
         including which such Notes bear interest, which may or may not be the
         Issue Date;

         "ISSUE DATE" means, in respect of any Note, the date of issue and
         purchase of such Note pursuant to clause 2 of the Programme Agreement
         or any other agreement between the Issuer and the relevant Dealer
         being, in the case of any Definitive Note represented initially by a
         Global Note, the same date as the date of issue of the Global Note
         which initially represented such Note;

         "ISSUE PRICE" means the price, generally expressed as a percentage of
         the nominal amount of the Notes, at which the Notes will be issued;

         "NOTE" means a note issued or to be issued by the Issuer pursuant to
         the Programme Agreement or any other agreement between the Issuer and
         the relevant Dealer;

         "NOTEHOLDERS" means the several persons who are for the time being the
         bearers of Notes save that, in respect of the Notes of any Series, for
         so long as such Notes or any part thereof are represented by a Global
         Note held on behalf of Euroclear and Clearstream, Luxembourg, each
         person (other than Euroclear or Clearstream, Luxembourg) who is for the
         time being shown in the records of Euroclear or of Clearstream,
         Luxembourg as the holder of a particular nominal amount of the Notes of
         such Series (in which regard any certificate or other document issued
         by Euroclear or Clearstream, Luxembourg as to the nominal amount

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         of such Notes standing to the account of any person shall be conclusive
         and binding for all purposes save in the case of manifest error) shall
         be deemed to be the holder of such nominal amount of such Notes (and
         the bearer of the relevant Global Note shall be deemed not to be the
         holder) for all purposes other than with respect to the payment of
         principal or interest on such Notes, for which purpose the bearer of
         the relevant Global Note shall be treated by the Issuer and any Paying
         Agent as the holder of such Notes in accordance with and subject to the
         terms of the relevant Global Note and the expressions "NOTEHOLDER",
         "HOLDER OF NOTES" and related expressions shall be construed
         accordingly;

         "OUTSTANDING" means, in relation to the Notes of any Series, all the
         Notes issued other than:

         (a)      those Notes which have been redeemed and cancelled pursuant to
                  the Conditions;

         (b)      those Notes in respect of which the date for redemption in
                  accordance with the Conditions has occurred and the redemption
                  moneys wherefor (including all interest (if any) accrued
                  thereon to the date for such redemption and any interest (if
                  any) payable under the Conditions after such date) have been
                  duly paid to or to the order of the Agent in the manner
                  provided herein (and where appropriate notice to that effect
                  has been given to the relevant Noteholders in accordance with
                  the Conditions) and remain available for payment against
                  presentation of the relevant Notes and/or Receipts and/or
                  Coupons;

         (c)      those Notes which have been purchased and cancelled in
                  accordance with the Conditions;

         (d)      those Notes in respect of which claims have become prescribed
                  under the Conditions;

         (e)      those mutilated or defaced Notes which have been surrendered
                  and cancelled and in respect of which replacements have been
                  issued pursuant to the Conditions;

         (f)      (for the purpose only of ascertaining the nominal amount of
                  the Notes outstanding and without prejudice to the status for
                  any other purpose of the relevant Notes) those Notes which are
                  alleged to have been lost, stolen or destroyed and in respect
                  of which replacements have been issued pursuant to the
                  Conditions; and

         (g)      any Temporary Global Note to the extent that it shall have
                  been exchanged for Definitive Notes or a Permanent Global Note
                  and any Permanent Global Note to the extent that it shall have
                  been exchanged for Definitive Notes in each case pursuant to
                  its provisions,

         PROVIDED THAT for each of the following purposes, namely:

         (i)      the right to attend and vote at any meeting of the Noteholders
                  of the Series; and

         (ii)     the determination of how many and which Notes of the Series
                  are for the time being outstanding for the purposes of
                  Condition 14 and paragraphs 2, 5 and 6 of Schedule 4,

         those Notes (if any) which are for the time being held by, for the
         benefit of, or on behalf of, the Issuer or any Subsidiary of the Issuer
         shall (unless and until ceasing to be so held) be deemed not to remain
         outstanding;

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                                       5

         "PERMANENT GLOBAL NOTE" means a global note in the form or
         substantially in the form set out in Part II of Schedule 5 together
         with the copy of the applicable Pricing Supplement attached thereto
         with such modifications (if any) as may be agreed between the Issuer,
         the Agent and the relevant Dealer, comprising some or all of the Notes
         of the same Series issued by the Issuer pursuant to the Programme
         Agreement or any other agreement between the Issuer and the relevant
         Dealer;

         "PROGRAMME AGREEMENT" means the programme agreement (amended and
         restated) dated the date of this Agreement between the Issuer and the
         Dealers named in it;

         "PUT NOTICE" means a notice in the form set out in Schedule 3;

         "RECEIPT" means a receipt attached on issue to a Definitive Note
         redeemable in instalments for the payment of an instalment of
         principal, such receipt being in or substantially in the form set out
         in Part V of Schedule 5 or in such other form as may be agreed between
         the Issuer, the Agent and the relevant Dealer and includes any
         replacements for Receipts issued pursuant to Condition 10;

         "RECEIPTHOLDERS" means the several persons who are for the time being
         holders of the Receipts;

         "REFERENCE BANKS" means, in the case of a determination of LIBOR, the
         principal London office of four major banks in the London inter-bank
         market and, in the case of a determination of EURIBOR, the principal
         Euro-zone office of four major banks in the Euro-zone inter-bank
         market, in each case selected by the Agent or as specified in the
         applicable Pricing Supplement;

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

         "SERIES" means a Tranche of Notes together with any further Tranche or
         Tranches of Notes which are (i) expressed to be consolidated and form a
         single series and (ii) identical in all respects (including as to
         listing) except for their respective Issue Dates, Interest Commencement
         Dates and/or Issue Prices and the expressions "NOTES OF THE RELEVANT
         SERIES" and "HOLDERS OF NOTES OF THE RELEVANT SERIES" and related
         expressions shall be construed accordingly;

         "SPECIFIED TIME" means 11:00 a.m. (London time, in the case of a
         determination of LIBOR, or Brussels time, in the case of a
         determination of EURIBOR);

         "TALON" means a talon attached on issue to a Definitive Note (other
         than a Zero Coupon Note) which is exchangeable in accordance with the
         provisions therein contained for further Coupons appertaining to such
         Note, such talon being in or substantially in the form set out in Part
         VI of Schedule 5 or in such other form as may be agreed between the
         Issuer, the Agent and the relevant Dealer and includes any replacements
         for Talons issued pursuant to Condition 10;

         "TEMPORARY GLOBAL NOTE" means a global note in the form or
         substantially in the form set out in Part I of Schedule 5 together with
         the copy of the applicable Pricing Supplement attached thereto with
         such modifications (if any) as may be agreed between the Issuer, the
         Agent and the relevant Dealer, comprising some or all of the Notes of
         the same Series issued by the Issuer pursuant to the Programme
         Agreement or any other agreement between the Issuer and the relevant
         Dealer;

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                                       6

         "TRANCHE" means Notes which are identical in all respects (including as
         to listing); and

         "ZERO COUPON NOTE" means a Note on which no interest is payable.

(3)      Words denoting the singular number only shall include the plural number
         also and vice versa, words denoting one gender only shall include the
         other gender and words denoting persons only shall include firms and
         corporations and vice versa.

(4)      All references in this Agreement to costs or charges or expenses shall
         include any value added tax or similar tax charged or chargeable in
         respect thereof.

(5)      Any references to Notes shall, unless the context otherwise requires,
         include any Global Note representing such Notes.

(6)      For the purposes of this Agreement, the Notes of each Series shall form
         a separate series of Notes and the provisions of this Agreement shall
         apply mutatis mutandis separately and independently to the Notes of
         each Series and in this Agreement the expressions "NOTES",
         "NOTEHOLDERS", "RECEIPTS", "RECEIPTHOLDERS", "COUPONS",
         "COUPONHOLDERS", "TALONS" and related expressions shall be construed
         accordingly.

(7)      All references in this Agreement to principal and/or interest or both
         in respect of the Notes or to any moneys payable by the Issuer under
         this Agreement shall be construed in accordance with Condition 5(f).

(8)      All references in this Agreement to the "RELEVANT CURRENCY" shall be
         construed as references to the currency or composite currency in which
         payments in respect of the relevant Notes and/or Coupons are to be
         made, according to the terms thereof, if relevant.

(9)      In this Agreement, clause headings are inserted for convenience and
         ease of reference only and shall not affect the interpretation of this
         Agreement. All references in this Agreement to the provisions of any
         statute shall be deemed to be references to that statute as from time
         to time modified, extended, amended or re-enacted or to any statutory
         instrument, order or regulation made thereunder or under such
         re-enactment.

(10)     All references in this Agreement to an agreement, instrument or other
         document (including, without limitation, this Agreement, the Programme
         Agreement, the Procedures Memorandum, the Notes and any Conditions
         appertaining thereto, the Receipts and the Coupons) shall be construed
         as a reference to that agreement, instrument or document as the same
         may be amended, modified, varied or supplemented from time to time.

(11)     Any references herein to Euroclear and/or Clearstream, Luxembourg
         shall, whenever the context so permits, be deemed to include a
         reference to any additional or alternative clearing system approved by
         the Issuer and the Agent.

2.       APPOINTMENT OF AGENTS

(1)      The Agent is hereby appointed, and the Agent hereby agrees to act, as
         agent of the Issuer, upon the terms and subject to the conditions set
         out below, for the purposes of, inter alia:

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

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                                       7

         (b)      exchanging Temporary Global Notes for Permanent Global Notes
                  or Definitive Notes, as the case may be, in accordance with
                  the terms of such Temporary Global Notes and making all
                  notations on such Temporary Global Notes required in
                  accordance with their terms;

         (c)      exchanging Permanent Global Notes for Definitive Notes in
                  accordance with the terms of such Permanent Global Notes and
                  making all notations on such Permanent Global Notes required
                  in accordance with their terms;

         (d)      paying sums due on Global Notes, Definitive Notes, Receipts
                  and Coupons;

         (e)      exchanging Talons for Coupons in accordance with the
                  Conditions;

         (f)      determining the end of the Distribution Compliance Period
                  applicable to each Tranche in accordance with clause 5 below;

         (g)      unless otherwise specified in the applicable Pricing
                  Supplement, determining the interest and/or other amounts
                  payable in respect of the Notes in accordance with the
                  Conditions;

         (h)      arranging on behalf of and at the expense of the Issuer for
                  notices to be communicated to the Noteholders in accordance
                  with the Conditions;

         (i)      ensuring that, as directed by the Issuer, all necessary action
                  is taken to comply with any reporting requirements of any
                  competent authority in respect of any relevant currency as may
                  be in force from time to time with respect to the Notes to be
                  issued under the Programme;

         (j)      subject to the Procedures Memorandum, submitting to the
                  relevant authority or authorities such number of copies of
                  each Pricing Supplement which relates to Notes which are to be
                  listed as the relevant authority or authorities may reasonably
                  require;

         (k)      acting as Calculation Agent in respect of Notes where named as
                  such in the applicable Pricing Supplement; and

         (l)      performing all other obligations and duties imposed upon it by
                  the Conditions, this Agreement and the Procedures Memorandum.

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

3.       ISSUE OF GLOBAL NOTES

(1)      Subject to subclause (3) below, following receipt of a faxed copy of a
         Pricing Supplement signed by the Issuer, the Issuer hereby authorises
         the Agent and the Agent hereby agrees, to take the steps required of
         the Agent in the Procedures Memorandum.

(2)      For the purpose of subclause (1), the Agent will, inter alia, on behalf
         of the Issuer:

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                                       8

         (a)      prepare a Temporary Global Note by attaching a copy of the
                  applicable Pricing Supplement to a copy of the signed master
                  Temporary Global Note;

         (b)      authenticate such Temporary Global Note;

         (c)      deliver such Temporary Global Note to the specified common
                  depositary of Euroclear and Clearstream, Luxembourg against
                  receipt from the common depositary of confirmation that such
                  common depositary is holding the Temporary Global Note in safe
                  custody for the account of Euroclear and Clearstream,
                  Luxembourg and instruct Euroclear or Clearstream, Luxembourg
                  or both of them (as the case may be) unless otherwise agreed
                  in writing between the Agent and the Issuer (A) in the case of
                  Notes issued on a non-syndicated basis, to credit the Notes
                  represented by such Temporary Global Note to the Agent's
                  distribution account, and (B) in the case of Notes issued on a
                  syndicated basis, to hold the Notes represented by such
                  Temporary Global Note to the Issuer's order; and

         (d)      ensure that the Notes of each Tranche are assigned, as
                  applicable, security numbers (including, but not limited to,
                  common codes and ISINs) which are different from the security
                  numbers assigned to Notes of any other Tranche of the same
                  Series until at least expiry of the applicable Distribution
                  Compliance Period of such Tranche.

(3)      The Agent shall only be required to perform its obligations under
         subclause (1) above if it holds:

         (a)      a master Temporary Global Note duly executed by a person or
                  persons duly authorised to execute the same on behalf of the
                  Issuer, which may be used by the Agent for the purpose of
                  preparing Temporary Global Notes in accordance with subclause
                  (2); and

         (b)      a master Permanent Global Note duly executed by a person or
                  persons authorised to execute the same on behalf of the
                  Issuer, which may be used by the Agent for the purpose of
                  preparing Permanent Global Notes in accordance with clause 4
                  below.

4.       EXCHANGE OF GLOBAL NOTES

(1)      The Agent shall determine the Exchange Date for each Temporary Global
         Note in accordance with the terms thereof. Forthwith upon determining
         any Exchange Date, the Agent shall notify such determination to the
         Issuer, the other Paying Agents, the relevant Dealer, Euroclear and
         Clearstream, Luxembourg. On and after the Exchange Date, the Agent
         shall deliver, upon notice from Euroclear and Clearstream, Luxembourg,
         a Permanent Global Note or Definitive Notes, as the case may be, in
         accordance with the terms of the Temporary Global Note.

(2)      Where a Temporary Global Note is to be exchanged for a Permanent Global
         Note, the Agent is hereby authorised by the Issuer and instructed:

         (a)      in the case of the first Tranche of any Series of Notes, to
                  prepare and complete a Permanent Global Note in accordance
                  with the terms of the Temporary Global Note applicable to such
                  Tranche by attaching a copy of the applicable Pricing
                  Supplement to a copy of the master Permanent Global Note;

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                                       9

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

         (c)      in the case of the first Tranche of any Series of Notes, to
                  deliver such Permanent Global Note to the common depositary
                  which is holding the Temporary Global Note applicable to such
                  Tranche for the time being on behalf of Euroclear and/or
                  Clearstream, Luxembourg either in exchange for such Temporary
                  Global Note or, in the case of a partial exchange, on entering
                  details of such partial exchange of the Temporary Global Note
                  in the relevant spaces in Schedule Two of both the Temporary
                  Global Note and the Permanent Global Note; and

         (d)      in any other case, to attach a copy of the applicable Pricing
                  Supplement to the Permanent Global Note applicable to the
                  relevant Series and to enter details of any exchange in whole
                  or part as aforesaid.

(3)      Where a Global Note is to be exchanged for Definitive Notes in
         accordance with its terms, the Agent is hereby authorised by the Issuer
         and instructed:

         (a)      to authenticate such Definitive Notes in accordance with the
                  provisions of this Agreement; and

         (b)      to deliver such Definitive Notes to or to the order of
                  Euroclear and/or Clearstream, Luxembourg.

(4)      Upon any exchange of all or a portion of an interest in a Temporary
         Global Note for an interest in a Permanent Global Note or upon any
         exchange of all or a portion of an interest in a Global Note for
         Definitive Notes, the relevant Global Note shall be endorsed by the
         Agent to reflect the reduction of its nominal amount by the aggregate
         nominal amount so exchanged and, where applicable, the Permanent Global
         Note shall be endorsed by the Agent or on its behalf to reflect the
         increase in its nominal amount as a result of any exchange for an
         interest in the Temporary Global Note. Until exchanged in full, the
         holder of an interest in any Global Note shall in all respects be
         entitled to the same benefits under this Agreement as the holder of
         Definitive Notes, Receipts and Coupons authenticated and delivered
         hereunder, subject as set out in the Conditions. The Agent is hereby
         authorised on behalf of the Issuer (a) to endorse or to arrange for the
         endorsement of the relevant Global Note to reflect the reduction in the
         nominal amount represented thereby by the amount so exchanged and, if
         appropriate, to endorse the Permanent Global Note to reflect any
         increase in the nominal amount represented thereby and, in either case,
         to sign in the relevant space on the relevant Global Note recording
         such exchange and reduction or increase and (b) in the case of a total
         exchange, to cancel or arrange for the cancellation of the relevant
         Global Note.

(5)      The Agent shall notify the Issuer forthwith upon receipt of a request
         for issue of Definitive Notes in accordance with the provisions of a
         Global Note and the aggregate nominal amount of such Global Note to be
         exchanged in connection therewith. The Issuer undertakes to deliver to
         the Agent sufficient numbers of executed Definitive Notes with, if
         applicable, Receipts, Coupons and Talons attached to enable the Agent
         to comply with its obligations under this Agreement.

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                                       10

5.       DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD

(1)      In the case of a Tranche in respect of which there is only one Dealer,
         the Agent will determine the end of the Distribution Compliance Period
         in respect of such Tranche as being the fortieth day following the date
         certified by the relevant Dealer to the Agent as being the date as of
         which distribution of the Notes of that Tranche was completed.

(2)      In the case of a Tranche in respect of which there is more than one
         Dealer but which is not issued on a syndicated basis, the Agent will
         determine the end of the Distribution Compliance Period in respect of
         such Tranche as being the fortieth day following the latest of the
         dates certified by all the relevant Dealers to the Agent as being the
         respective dates as of which distribution of the Notes of that Tranche
         purchased by each such Dealer was completed.

(3)      In the case of a Tranche issued on a syndicated basis, the Agent will
         determine the end of the Distribution Compliance Period in respect of
         such Tranche as being the fortieth day following the date certified by
         the Lead Manager to the Agent as being the date as of which
         distribution of the Notes of that Tranche was completed.

(4)      Forthwith upon determining the end of the Distribution Compliance
         Period in respect of any Tranche, the Agent shall notify such
         determination to the Issuer, Euroclear, Clearstream, Luxembourg and the
         relevant Dealer or Lead Manager, as the case may be.

6.       TERMS OF ISSUE

(1)      The Agent shall cause all Notes delivered to and held by it under this
         Agreement to be maintained in safe custody and shall ensure that such
         Notes are issued only in accordance with the provisions of this
         Agreement, the Conditions and, where applicable, the relevant Global
         Notes.

(2)      Subject to the procedures set out in the Procedures Memorandum, for the
         purposes of clause 3, the Agent is entitled to treat a telephone, telex
         or facsimile communication from a person purporting to be (and whom the
         Agent believes in good faith to be) the authorised representative of
         the Issuer named in the list referred to in, or notified pursuant to,
         clause 19(7) below, or any other list duly provided for such purpose by
         the Issuer to the Agent, as sufficient instructions and authority of
         the Issuer for the Agent to act in accordance with clause 3.

(3)      In the event that a person who has signed a master Global Note held by
         the Agent on behalf of the Issuer ceases to be authorised as described
         in clause 19(7), the Agent shall (unless the Issuer gives notice to the
         Agent that Notes signed by that person do not constitute valid and
         binding obligations of the Issuer or otherwise until replacements have
         been provided to the Agent) continue to have authority to issue Notes
         signed by that person, and the Issuer hereby warrants to the Agent that
         such Notes shall be valid and binding obligations of the Issuer.
         Promptly upon such person ceasing to be authorised, the Issuer shall
         provide the Agent with replacement master Global Notes and the Agent
         shall, upon receipt of such replacements, cancel and destroy the master
         Global Notes held by it which are signed by such person and shall
         provide the Issuer with a certificate of destruction in respect
         thereof, specifying the master Global Notes so cancelled and destroyed.

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                                       11

(4)      The Agent will provide Euroclear and/or Clearstream, Luxembourg with
         the notifications, instructions or information to be given by the Agent
         to Euroclear and/or Clearstream, Luxembourg.

(5)      If the Agent pays an amount (the "ADVANCE") to the Issuer on the basis
         that a payment (the "PAYMENT") has been or will be received from a
         Dealer and if the Payment is not received by the Agent on the date the
         Agent pays the Issuer, the Issuer shall repay to the Agent the Advance
         and shall pay interest on the Advance (or the unreimbursed portion
         thereof) from (and including) the date such Advance is made to (but
         excluding) the earlier of repayment of the Advance or receipt by the
         Agent of the Payment (at a rate quoted at that time by the Agent as its
         cost of funding the Advance, provided that evidence of the basis of
         such rate is given to the Issuer). For the avoidance of doubt, the
         Agent shall not be obliged to pay any amount to the Issuer if it has
         not received satisfactory confirmation that it is to receive such
         amount from a Dealer.

(6)      Except in the case of issues where the Agent does not act as receiving
         bank for the Issuer in respect of the purchase price of the Notes being
         issued, if on the relevant Issue Date a Dealer does not pay the full
         purchase price due from it in respect of any Note (the "DEFAULTED
         NOTE") and, as a result, the Defaulted Note remains in the Agent's
         distribution account with Euroclear and/or Clearstream, Luxembourg
         after such Issue Date, the Agent will continue to hold the Defaulted
         Note to the order of the Issuer. The Agent shall notify the Issuer
         forthwith of the failure of the Dealer to pay the full purchase price
         due from it in respect of any Defaulted Note and, subsequently, shall
         (i) notify the Issuer forthwith upon receipt from the Dealer of the
         full purchase price in respect of such Defaulted Note and (ii) pay to
         the Issuer the amount so received.

7.       PAYMENTS

(1)      The Issuer will, before 10.00 a.m. (local time in the relevant
         financial centre of the payment or, in the case of a payment in euro,
         London time), on each date on which any payment in respect of any Note
         becomes due under the Conditions, transfer to an account specified by
         the Agent such amount in the relevant currency as shall be sufficient
         for the purposes of such payment in funds settled through such payment
         system as the Agent and the Issuer may agree.

(2)      Any funds paid by or by arrangement with the Issuer to the Agent
         pursuant to subclause (1) shall be held in the relevant account
         referred to in subclause (1) for payment to the Noteholders,
         Receiptholders or Couponholders, as the case may be, until any Notes or
         matured Receipts and Coupons become void under Condition 8. In that
         event the Agent shall forthwith repay to the Issuer sums equivalent to
         the amounts which would otherwise have been repayable on the relevant
         Notes, Receipts or Coupons.

(3)      The Issuer will ensure that no later than 10.00 a.m. (London time) on
         the second Business Day (as defined below) immediately preceding the
         date on which any payment is to be made to the Agent pursuant to
         subclause (1), the Agent shall receive a payment confirmation by telex
         from the paying bank of the Issuer. For the purposes of this subclause,
         "BUSINESS DAY" means a day on which commercial banks and foreign
         exchange markets settle payments in Los Angeles and London.

(4)      The Agent shall notify each of the other Paying Agents forthwith:

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                                       12

         (a)      if it has not by the relevant date specified in clause 7(1)
                  received unconditionally the full amount in the Specified
                  Currency required for the payment; and

         (b)      if it receives unconditionally the full amount of any sum
                  payable in respect of the Notes, Receipts or Coupons after
                  such date.

         The Agent shall, at the expense of the Issuer, forthwith upon receipt
         of any amount as described in subparagraph (b), cause notice of that
         receipt to be published under Condition 13.

(5)      The Agent shall ensure that payments of both principal and interest in
         respect of a Temporary Global Note will only be made if certification
         of non-U.S. beneficial ownership as required by U.S. Treasury
         regulations (in the form set out in the Temporary Global Note) has been
         received from Euroclear and/or Clearstream, Luxembourg in accordance
         with the terms thereof.

(6)      Unless it has received notice pursuant to subclause (4)(a) above, each
         Paying Agent shall pay or cause to be paid all amounts due in respect
         of the Notes on behalf of the Issuer in the manner provided in the
         Conditions. If any payment provided for in subclause (1) is made late
         but otherwise in accordance with the provisions of this Agreement, the
         relevant Paying Agent shall nevertheless make payments in respect of
         the Notes as aforesaid following receipt by it of such payment.

(7)      If for any reason the Agent considers in its sole discretion that the
         amounts to be received by it pursuant to subclause (1) will be, or the
         amounts actually received by it pursuant thereto are, insufficient to
         satisfy all claims in respect of all payments then falling due in
         respect of the Notes, no Paying Agent shall be obliged to pay any such
         claims until the Agent has received the full amount of all such
         payments.

(8)      Without prejudice to subclauses (6) and (7), if the Agent pays any
         amounts to the holders of Notes, Receipts or Coupons or to any other
         Paying Agent at a time when it has not received payment in full in
         respect of the relevant Notes in accordance with subclause (1) (the
         excess of the amounts so paid over the amounts so received being the
         "SHORTFALL"), the Issuer will, in addition to paying amounts due under
         subclause (1), pay to the Agent on demand interest (at a rate which
         represents the Agent's cost of funding the Shortfall) on the Shortfall
         (or the unreimbursed portion thereof) until the receipt in full by the
         Agent of the Shortfall.

(9)      The Agent shall on demand promptly reimburse each other Paying Agent
         for payments in respect of Notes properly made by such Paying Agent in
         accordance with this Agreement and the Conditions unless the Agent has
         notified the relevant Paying Agent, prior to its opening of business on
         the due date of a payment in respect of the Notes, that the Agent does
         not expect to receive sufficient funds to make payment of all amounts
         falling due in respect of such Notes.

(10)     Whilst any Notes are represented by Global Notes, all payments due in
         respect of such Notes shall be made to, or to the order of, the holder
         of the Global Notes, subject to and in accordance with the provisions
         of the Global Notes. On the occasion of any such payment, the Paying
         Agent to which any Global Note was presented for the purpose of making
         such payment shall cause the appropriate Schedule to the relevant
         Global Note to be annotated so as to evidence the amounts and dates of
         such payments of principal and/or interest as applicable.

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                                       13

(11)     If the amount of principal and/or interest then due for payment is not
         paid in full (otherwise than by reason of a deduction required by law
         to be made therefrom or a certification required by the terms of a Note
         not being received), the Paying Agent to which a Note, Receipt or
         Coupon (as the case may be) is presented for the purpose of making such
         payment shall make a record of such shortfall on the relevant Note,
         Receipt or Coupon and such record shall, in the absence of manifest
         error, be prima facie evidence that the payment in question has not to
         that extent been made.

8.       DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST
         DETERMINATION

(1)      DETERMINATIONS AND NOTIFICATIONS

         (a)      The Agent shall, unless otherwise specified in the applicable
                  Pricing Supplement, make all such determinations and
                  calculations (howsoever described) as it is required to do
                  under the Conditions, all subject to and in accordance with
                  the Conditions.

         (b)      The Agent shall not be responsible to the Issuer or to any
                  third party as a result of the Agent having acted on any
                  quotation given by any Reference Bank which subsequently may
                  be found to be incorrect.

         (c)      The Agent shall promptly notify (and confirm in writing to)
                  the Issuer, the other Paying Agents and (in respect of a
                  Series of Notes listed on a Stock Exchange) the relevant Stock
                  Exchange of, inter alia, each Rate of Interest, Interest
                  Amount and Interest Payment Date and all other amounts, rates
                  and dates which it is obliged to determine or calculate under
                  the Conditions as soon as practicable after the determination
                  thereof and of any subsequent amendment thereto pursuant to
                  the Conditions.

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

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

         (f)      Determinations with regard to Notes (including, without
                  limitation, Index Linked Notes and Dual Currency Notes)
                  required to be made by a Calculation Agent specified in the
                  applicable Pricing Supplement shall be made in the manner so
                  specified. Unless otherwise agreed between the Issuer and the
                  relevant Dealer or the Lead Manager, as the case may be, or
                  unless the Agent is the Calculation Agent (in which case the
                  provisions of this Agreement shall apply), such determinations
                  shall be made on the basis of a Calculation Agency Agreement
                  substantially in the form of Schedule 1. Notes of any Series
                  may specify additional duties and obligations of any Paying
                  Agent, the performance of which will be agreed between the
                  Issuer and the relevant Paying Agent prior to the relevant
                  Issue Date.

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                                       14

(2)      INTEREST DETERMINATION, SCREEN RATE DETERMINATION INCLUDING FALLBACK
         PROVISIONS

         (a)      Where Screen Rate Determination is specified in the applicable
                  Pricing Supplement as the manner in which the Rate of Interest
                  is to be determined, the Rate of Interest for each Interest
                  Period will, subject as provided below, be either:

                  (i)      the offered quotation; or

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

                  (expressed as a percentage rate per annum), for the Reference
                  Rate which appears or appear, as the case may be, on the
                  Relevant Screen Page as at the Specified Time on the Interest
                  Determination Date in question plus or minus (as indicated in
                  the applicable Pricing Supplement) the Margin (if any), all as
                  determined by the Agent. If five or more such offered
                  quotations are available on the Relevant Screen Page, the
                  highest (or, if there is more than one such highest quotation,
                  one only of such quotations) and the lowest (or, if there is
                  more than one such lowest quotation, one only of such
                  quotations) shall be disregarded by the Agent for the purpose
                  of determining the arithmetic mean (rounded as provided above)
                  of such offered quotations.

         (b)      If the Relevant Screen Page is not available or if, in the
                  case of clause 8(2)(a)(i), no such offered quotation appears
                  or, in the case of clause 8(2)(a)(ii), fewer than three such
                  offered quotations appear, in each case as at the Specified
                  Time the Agent shall request each of the Reference Banks to
                  provide the Agent with its offered quotation (expressed as a
                  percentage rate per annum) for the Reference Rate at
                  approximately the Specified Time on the Interest Determination
                  Date in question. If two or more of the Reference Banks
                  provide the Agent with such offered quotations, the Rate of
                  Interest for such Interest Period shall be the arithmetic mean
                  (rounded if necessary to the fifth decimal place with 0.000005
                  being rounded upwards) of such offered quotations plus or
                  minus (as appropriate) the Margin (if any), all as determined
                  by the Agent.

         (c)      If on any Interest Determination Date one only or none of the
                  Reference Banks provides the Agent with such offered
                  quotations as provided in the preceding paragraph, the Rate of
                  Interest for the relevant Interest Period shall be the rate
                  per annum which the Agent determines as being the arithmetic
                  mean (rounded if necessary to the fifth decimal place, with
                  0.000005 being rounded upwards) of the rates, as communicated
                  to (and at the request of) the Agent by the Reference Banks or
                  any two or more of them, at which such banks were offered, at
                  approximately the Specified Time on the relevant Interest
                  Determination Date, deposits in the Specified Currency for a
                  period equal to that which would have been used for the
                  Reference Rate by leading banks in the London inter-bank
                  market (if the Reference Rate is LIBOR) or the Euro-zone
                  inter-bank market (if the Reference Rate is EURIBOR) plus or
                  minus (as appropriate) the Margin (if any) or, if fewer than
                  two of the Reference Banks provide the Agent with such offered
                  rates, the offered rate for deposits in the Specified Currency
                  for a period equal to that which would have been used for the
                  Reference Rate, or the arithmetic mean (rounded as provided
                  above) of the offered rates for deposits in the Specified
                  Currency for a period equal to that which would have been used
                  for the Reference Rate, at which, at approximately the
                  Specified Time on the relevant Interest Determination Date,
                  any one or more banks

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                                       15

                  (which bank or banks is or are in the opinion of the Issuer
                  suitable for such purpose) informs the Agent it is quoting to
                  leading banks in the London inter-bank market (if the
                  Reference Rate is LIBOR) or the Euro-zone inter-bank market
                  (if the Reference Rate is EURIBOR) plus or minus (as
                  appropriate) the Margin (if any), provided that, if the Rate
                  of Interest cannot be determined in accordance with the
                  foregoing provisions of this paragraph, the Rate of Interest
                  shall be determined as at the last preceding Interest
                  Determination Date (though substituting, where a different
                  Margin is to be applied to the relevant Interest Period from
                  that which applied to the last preceding Interest Period, the
                  Margin relating to the relevant Interest Period, in place of
                  the Margin relating to that last preceding Interest Period).

         (d)      If the Reference Rate from time to time in respect of Floating
                  Rate Notes is specified in the applicable Pricing Supplement
                  as being other than LIBOR or EURIBOR, the Rate of Interest in
                  respect of such Notes will be determined as provided in the
                  applicable Pricing Supplement.

9.       NOTICE OF ANY WITHHOLDING OR DEDUCTION

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

(2)      If any Paying Agent is, in respect of any payment of principal or
         interest in respect of the Notes, compelled to withhold or deduct any
         amount for or on account of any taxes, duties, assessments or
         governmental charges as specifically contemplated under the Conditions,
         other than arising under subclause (1) above or by virtue of the
         relevant holder failing to perform any certification or other
         requirement in respect of its Notes, it shall give notice thereof to
         the Issuer and the Agent as soon as it becomes aware of such compulsion
         to withhold or deduct.

10.      DUTIES OF THE PAYING AGENTS IN CONNECTION WITH EARLY REDEMPTION

(1)      If the Issuer decides to redeem any Notes for the time being
         outstanding prior to their Maturity Date in accordance with the
         Conditions, the Issuer shall give notice of such decision to the Agent
         stating the date on which such Notes are to be redeemed and the nominal
         amount of Notes to be redeemed not less than 15 days before the date on
         which the Issuer will give notice to the Noteholders in accordance with
         the Conditions of such redemption in order to enable the Agent to
         undertake its obligations herein and in the Conditions.

(2)      If some only of the Notes are to be redeemed on such date, the Agent
         shall, in the case of Definitive Notes, make the required drawing in
         accordance with the Conditions but shall give the Issuer reasonable
         notice of the time and place proposed for such drawing and the Issuer
         shall be entitled to send representatives to attend such drawing and
         shall, in the case of Notes in global form, co-ordinate the selection
         of Notes to be redeemed with Euroclear and Clearstream, Luxembourg, all
         in accordance with the Conditions.

(3)      The Agent shall publish the notice required in connection with any such
         redemption and shall, if applicable, at the same time also publish a
         separate list of the serial numbers of any

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                                       16

         Notes in definitive form previously drawn and not presented for
         redemption. Such notice shall specify the date fixed for redemption,
         the redemption amount, the manner in which redemption will be effected
         and, in the case of a partial redemption of Definitive Notes, the
         serial numbers of the Notes to be redeemed. Such notice will be
         published in accordance with the Conditions. The Agent will also notify
         the other Paying Agents of any date fixed for redemption of any Notes.

(4)      Each Paying Agent will keep a stock of notices ("PUT NOTICES") in the
         form set out in Schedule 3 and will make such notices available on
         demand to holders of Definitive Notes, the Conditions of which provide
         for redemption at the option of Noteholders. Upon receipt of any such
         Note deposited in the exercise of such option in accordance with the
         Conditions, the Paying Agent with which such Note is deposited shall
         hold such Note (together with any Receipts, Coupons and Talons relating
         to it deposited with it) on behalf of the depositing Noteholder (but
         shall not, save as provided below, release it) until the due date for
         redemption of the relevant Note consequent upon the exercise of such
         option, when, subject as provided below, it shall present such Note
         (and any such unmatured Receipts, Coupons and Talons) to itself for
         payment of the amount due thereon together with any interest due on
         such date in accordance with the Conditions and shall pay such moneys
         in accordance with the directions of the Noteholder contained in the
         relevant Put Notice. If, prior to such due date for its redemption, an
         Event of Default has occurred and is continuing or such Note becomes
         immediately due and repayable or if upon due presentation payment of
         such redemption moneys is improperly withheld or refused, the Paying
         Agent concerned shall post such Note (together with any such Receipts,
         Coupons and Talons) by uninsured post to, and at the risk of, the
         relevant Noteholder, unless the Noteholder has otherwise requested and
         paid the costs of such insurance to the relevant Paying Agent at the
         time of depositing the Notes, at such address as may have been given by
         the Noteholder in the relevant Put Notice. At the end of each period
         for the exercise of such option, each Paying Agent shall promptly
         notify the Agent of the principal amount of the Notes in respect of
         which such option has been exercised with it together with their serial
         numbers and the Agent shall promptly notify such details to the Issuer.

11.      RECEIPT AND PUBLICATION OF NOTICES

(1)      Forthwith upon the receipt by the Agent of a demand or notice from any
         Noteholder in accordance with the Conditions, the Agent shall forward a
         copy thereof to the Issuer.

(2)      On behalf of and at the request and expense of the Issuer, the Agent
         shall cause to be published all notices required to be given by the
         Issuer to the Noteholders in accordance with the Conditions.

12.      CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS

(1)      All Notes which are redeemed, all Global Notes which are exchanged in
         full, all Receipts or Coupons which are paid and all Talons which are
         exchanged shall be cancelled by the Paying Agent by which they are
         redeemed, exchanged or paid. In addition, all Notes which are purchased
         by or on behalf of the Issuer or any of its Subsidiaries and are
         surrendered to a Paying Agent for cancellation, together (in the case
         of Definitive Notes) with all unmatured Receipts, Coupons or Talons (if
         any) attached thereto or surrendered therewith, shall be cancelled by
         the Paying Agent to which they are surrendered. Each of the Paying
         Agents shall give to the Agent details of all payments made by it and
         shall deliver all cancelled Notes, Receipts, Coupons and Talons to the
         Agent or as the Agent may specify.

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                                       17

(2)      The Agent shall deliver to the Issuer as soon as reasonably practicable
         and in any event within three months after the date of such repayment,
         payment, cancellation or replacement, as the case may be, a certificate
         stating:

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

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

         (c)      the aggregate amount paid in respect of interest on the Notes;

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

         (e)      (in the case of Definitive Notes) the serial numbers of such
                  Notes.

(3)      The Agent shall destroy all cancelled Notes, Receipts, Coupons and
         Talons and, forthwith upon destruction, furnish the Issuer with a
         certificate stating the serial numbers of the Notes (in the case of
         Notes in definitive form) and the number by maturity date of Receipts,
         Coupons and Talons so destroyed.

(4)      Without prejudice to the obligations of the Agent pursuant to subclause
         (2), the Agent shall keep a full and complete record of all Notes,
         Receipts, Coupons and Talons (other than serial numbers of Coupons) and
         of their redemption, purchase by or on behalf of the Issuer or any of
         its Subsidiaries and cancellation, payment or replacement (as the case
         may be) and of all replacement Notes, Receipts, Coupons or Talons
         issued in substitution for mutilated, defaced, destroyed, lost or
         stolen Notes, Receipts, Coupons or Talons. The Agent shall in respect
         of the Coupons of each maturity retain (in the case of Coupons other
         than Talons) until the expiry of ten years from the Relevant Date in
         respect of such Coupons and (in the case of Talons) indefinitely either
         all paid or exchanged Coupons of that maturity or a list of the serial
         numbers of Coupons of that maturity still remaining unpaid or
         unexchanged. The Agent shall at all reasonable times make such record
         available to the Issuer and any persons authorised by it for inspection
         and for the taking of copies thereof or extracts therefrom.

13.      ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS

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

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

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

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                                       18

(4)      The Agent shall obtain verification in the case of an allegedly lost,
         stolen or destroyed Note, Receipt, Coupon or Talon in respect of which
         the serial number is known, that the Note, Receipt, Coupon or Talon has
         not previously been redeemed, paid or exchanged, as the case may be.
         The Agent shall not issue any replacement Note, Receipt, Coupon or
         Talon unless and until the claimant therefor shall have:

         (a)      paid such costs and expenses as may be incurred in connection
                  therewith;

         (b)      furnished it with such evidence and indemnity as the Issuer
                  may reasonably require; and

         (c)      in the case of any mutilated or defaced Note, Receipt, Coupon
                  or Talon, surrendered it to the Agent.

(5)      The Agent shall cancel any mutilated or defaced Notes, Receipts,
         Coupons and Talons in respect of which replacement Notes, Receipts,
         Coupons and Talons have been issued pursuant to this clause and shall
         furnish the Issuer with a certificate stating the serial numbers of the
         Notes, Receipts, Coupons and Talons so cancelled and, unless otherwise
         instructed by the Issuer in writing, shall destroy such cancelled
         Notes, Receipts, Coupons and Talons and furnish the Issuer with a
         destruction certificate containing the information specified in clause
         12(3).

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

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

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

(9)      The Paying Agents shall issue further Coupon sheets against surrender
         of Talons. A Talon so surrendered shall be cancelled by the relevant
         Paying Agent who (except where such Paying Agent is the Agent) shall
         inform the Agent of its serial number. Further Coupon sheets issued on
         surrender of Talons shall carry the same serial number as the
         surrendered Talon.

14.      COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

         Each Paying Agent shall hold available for inspection at its specified
         office during normal business hours copies of all documents required to
         be so available by the Conditions of any

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                                       19

         Notes or the rules of any relevant authority or authorities. For these
         purposes, the Issuer shall furnish the Paying Agents with sufficient
         copies of each of the relevant documents.

15.      MEETINGS OF NOTEHOLDERS

(1)      The provisions of Schedule 4 hereto shall apply to meetings of the
         Noteholders and shall have effect in the same manner as if set out in
         this Agreement.

(2)      Without prejudice to subclause (1), each of the Paying Agents on the
         request of any holder of Notes shall issue voting certificates and
         block voting instructions in accordance with Schedule 4 hereto and
         shall forthwith give notice to the Issuer in writing of any revocation
         or amendment of a block voting instruction. Each of the Paying Agents
         will keep a full and complete record of all voting certificates and
         block voting instructions issued by it and will, not less than 24 hours
         before the time appointed for holding a meeting or adjourned meeting,
         deposit at such place as the Agent shall designate or approve, full
         particulars of all voting certificates and block voting instructions
         issued by it in respect of such meeting or adjourned meeting.

16.      COMMISSIONS AND EXPENSES

(1)      The Issuer agrees to pay to the Agent such fees and commissions as the
         Issuer and the Agent shall separately agree in respect of the services
         of the Paying Agents hereunder together with any out of pocket expenses
         (including legal, printing, postage, fax, cable and advertising
         expenses) incurred by the Paying Agents in connection with their said
         services.

(2)      The Agent will make payment of the fees and commissions due hereunder
         to the other Paying Agents and will reimburse their expenses promptly
         after the receipt of the relevant moneys from the Issuer. The Issuer
         shall not be responsible for any such payment or reimbursement by the
         Agent to the other Paying Agents.

17.      INDEMNITY

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

18.      RESPONSIBILITY OF THE PAYING AGENTS

(1)      No Paying Agent shall be responsible or accountable to anyone with
         respect to the validity of this Agreement or the Notes, Receipts or
         Coupons or for any act or omission by it in connection with this
         Agreement or any Note, Receipt or Coupon except for its own negligence,
         wilful default or bad faith, including that of its officers and
         employees.

(2)      No Paying Agent shall have any duty or responsibility in case of any
         default by the Issuer in the performance of its obligations under the
         Conditions or, in the case of receipt of a written demand from a
         Noteholder or Couponholder, with respect to such default, provided
         however that forthwith upon receipt by the Agent of a notice given by a
         Noteholder in accordance with Condition 9, the Agent will notify the
         Issuer thereof and furnish it with a copy of such notice.

<PAGE>

                                       20

(3)      Whenever in the performance of its duties under this Agreement a Paying
         Agent shall deem it necessary or desirable that any fact or matter be
         proved or established by the Issuer prior to taking or suffering any
         action hereunder, such fact or matter (unless other evidence in respect
         thereof be herein specifically prescribed) may be deemed to be
         conclusively proved and established by a certificate signed by the
         Issuer and delivered to such Paying Agent and such certificate shall be
         a full authorisation to such Paying Agent, in its capacity as such, for
         any action taken or suffered in good faith by it under the provisions
         of this Agreement in reliance upon such certificate.

19.      CONDITIONS OF APPOINTMENT

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

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

         (b)      that it shall not be liable to account to the Issuer for any
                  interest thereon.

(2)      In acting hereunder and in connection with the Notes, each Paying Agent
         shall act solely as an agent of the Issuer and will not thereby assume
         any obligations towards or relationship of agency or trust for or with
         any of the owners or holders of the Notes, Receipts, Coupons or Talons.

(3)      Each Paying Agent hereby undertakes to the Issuer to perform such
         obligations and duties, and shall be obliged to perform such duties and
         only such duties, as are herein, in the Conditions and in the
         Procedures Memorandum specifically set forth, and no implied duties or
         obligations shall be read into any such document against any Paying
         Agent, other than the duty to act honestly and in good faith and to
         exercise the diligence of a reasonably prudent agent in comparable
         circumstances.

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

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

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

<PAGE>

                                       21

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

(8)      Except as ordered by a court of competent jurisdiction or as required
         by law or applicable regulations, the Issuer and each of the Paying
         Agents shall be entitled to treat the bearer of any Note, Receipt or
         Coupon as the absolute owner thereof (whether or not overdue and
         notwithstanding any notice of ownership or writing thereon or notice of
         any previous loss or theft thereof).

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

20.      COMMUNICATION BETWEEN THE PARTIES

         A copy of all communications relating to the subject matter of this
         Agreement between the Issuer and any Paying Agent (other than the
         Agent) shall be sent to the Agent.

21.      CHANGES IN PAYING AGENTS

(1)      The Issuer agrees that, for so long as any Note is outstanding, or
         until moneys for the payment of all amounts in respect of all
         outstanding Notes have been made available to the Agent and have been
         returned to the Issuer, as provided herein:

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

         (b)      there will at all times be an Agent; and

         (c)      it will ensure that it maintains a Paying Agent in a Member
                  State of the European Union that is not obliged to withhold or
                  deduct tax pursuant to European Council Directive 2003/48/EC
                  or any other Directive implementing the conclusions of the
                  ECOFIN Council meeting of 26th-27th November, 2000 or any law
                  implementing or complying with, or introduced in order to
                  conform to such Directive.

         In addition, the Issuer shall forthwith appoint a Paying Agent having a
         specified office in New York City in the circumstances described in
         Condition 5(d). Any variation, termination, appointment or change shall
         only take effect (other than in the case of insolvency (as provided in
         subclause (5) below), when it shall be of immediate effect) after not
         less than 30 nor more than 45 days' prior notice thereof shall have
         been given to the Noteholders in accordance with Condition 13.

(2)      The Agent may (subject as provided in subclause (4) below) at any time
         resign as such by giving at least 90 days' written notice to the Issuer
         of such intention on its part, specifying the date on which its desired
         resignation shall become effective.

<PAGE>

                                       22

(3)      The Agent may (subject as provided in subclause (4) below) be removed
         at any time by the Issuer on at least 45 days' notice by the filing
         with it of an instrument in writing signed on behalf of the Issuer
         specifying such removal and the date when it shall become effective.

(4)      Any resignation under subclause (2) or removal of the Agent under
         subclauses (3) or (5) shall only take effect upon the appointment by
         the Issuer as hereinafter provided, of a successor Agent and (other
         than in cases of insolvency of the Agent) on the expiry of the notice
         to be given under clause 23. The Issuer agrees with the Agent that if,
         by the day falling 10 days before the expiry of any notice under
         subclause (2), the Issuer has not appointed a successor Agent then the
         Agent shall be entitled, on behalf of the Issuer, to appoint as a
         successor Agent in its place a reputable financial institution of good
         standing which the Issuer shall approve (such approval not to be
         unreasonably withheld or delayed).

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

(6)      Subject to subclause (1), the Issuer may, after prior consultation with
         the Agent, terminate the appointment of any of the other Paying Agents
         at any time and/or appoint one or more further or other Paying Agents
         by giving to the Agent and to the relevant other Paying Agent at least
         45 days' notice in writing to that effect (other than in the case of
         insolvency).

(7)      Subject to subclause (1), all or any of the Paying Agents may resign
         their respective appointments hereunder at any time by giving the
         Issuer and the Agent at least 45 days' written notice to that effect.

(8)      Upon its resignation or removal becoming effective, a Paying Agent
         shall:

         (a)      in the case of the Agent, forthwith transfer all moneys and
                  records held by it hereunder to the successor Agent hereunder;
                  and

         (b)      be entitled to the payment by the Issuer of its commissions,
                  fees and expenses for the services theretofore rendered
                  hereunder in accordance with the terms of clause 16.

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

<PAGE>

                                       23

22.      MERGER AND CONSOLIDATION

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

23.      NOTIFICATION OF CHANGES TO PAYING AGENTS

         Following receipt of notice of resignation from a Paying Agent and
         forthwith upon appointing a successor or new Paying Agent or on giving
         notice to terminate the appointment of any Paying Agent, the Agent (on
         behalf of and at the expense of the Issuer) shall give or cause to be
         given not more than 45 days' nor less than 30 days' notice thereof to
         the Noteholders in accordance with the Conditions.

24.      CHANGE OF SPECIFIED OFFICE

         If any Paying Agent determines to change its specified office it shall
         give to the Issuer and the Agent written notice of such determination
         giving the address of the new specified office which shall be in the
         same city and stating the date on which such change is to take effect,
         which shall not be less than 45 days thereafter. The Agent (on behalf
         and at the expense of the Issuer) shall within 15 days of receipt of
         such notice (unless the appointment of the relevant Paying Agent is to
         terminate pursuant to clause 21 on or prior to the date of such change)
         give or cause to be given not more than 45 days' nor less than 30 days'
         notice thereof to the Noteholders in accordance with the Conditions.

25.      COMMUNICATIONS

(1)      All communications shall be by telex, fax or letter delivered by hand
         or (but only where specifically provided in the Procedures Memorandum)
         by telephone. Each communication shall be made to the relevant party at
         the telex number, fax number or address or telephone number and, in the
         case of a communication by telex, fax or letter, marked for the
         attention of, or (in the case of a communication by telephone) made to,
         the person or department from time to time specified in writing by that
         party to the other for the purpose. The initial telephone number, telex
         number, fax number and person or department so specified by each party
         are set out in the Procedures Memorandum.

(2)      A communication shall be deemed received (if by telex) when a confirmed
         answerback is received at the end of the transmission, (if by fax) when
         an acknowledgement of receipt is received, (if by telephone) when made
         or (if by letter) when delivered, in each case in the manner required
         by this clause. However, if a communication is received after business
         hours on any business day or on a day which is not a business day in
         the place of receipt it shall be deemed to be received and become
         effective on the next business day in the place of

<PAGE>

                                       24

         receipt. Every communication shall be irrevocable save in respect of
         any manifest error therein.

26.      TAXES AND STAMP DUTIES

         The Issuer agrees to pay any and all stamp and other documentary taxes
         or duties which may be payable in connection with the execution,
         delivery, performance and enforcement of this Agreement.

27.      AMENDMENTS

         The Agent and the Issuer may agree, without the consent of the
         Noteholders, Receiptholders or Couponholders, to:

         (i)      any modification (except as otherwise provided in the first
                  paragraph of Condition 14) of this Agreement which is not
                  prejudicial to the interests of the Noteholders; or

         (ii)     any modification of the Notes, the Receipts, the Coupons or
                  this Agreement which is of a formal, minor or technical nature
                  or is made to correct a manifest error or to comply with
                  mandatory provisions of the law.

         Any such modification shall be binding on the Noteholders, the
         Receiptholders and the Couponholders and any such modification shall be
         notified to the Noteholders in accordance with Condition 13 as soon as
         practicable thereafter.

28.      DESCRIPTIVE HEADINGS

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

29.      GOVERNING LAW AND SUBMISSION TO JURISDICTION

(1)      This Agreement is governed by, and shall be construed in accordance
         with, the laws of the State of New York.

(2)      Each of the parties hereto hereby irrevocably agrees for the benefit of
         the other parties hereto that any State or federal courts sitting in
         the Borough of Manhattan, the City of New York (the "COURTS") are to
         have jurisdiction to settle any disputes which may arise out of or in
         connection with this Agreement and that accordingly any suit, action or
         proceedings (together referred to as "PROCEEDINGS") arising out of or
         in connection with this Agreement may be brought in such courts.

         Each of the parties hereto hereby irrevocably waives any objection
         which it may have to the laying of the venue of any Proceedings in any
         of the Courts and any claim that any such Proceedings have been brought
         in an inconvenient forum and hereby further irrevocably agrees that a
         judgment in any Proceedings brought in the Courts shall be conclusive
         and binding upon it and may be enforced in the courts of any other
         jurisdiction.

         Nothing contained in this clause shall limit any right to take
         Proceedings against any party hereto in any other court of competent
         jurisdiction, nor shall the taking of Proceedings in

<PAGE>

                                       25

         one or more jurisdictions preclude the taking of Proceedings in any
         other jurisdiction, whether concurrently or not.

         Nothing herein shall affect the right to serve process in any other
         manner permitted by law.

30.      COUNTERPARTS

         This Agreement may be signed in any number of counterparts, all of
         which, taken together, shall constitute one and the same Agreement and
         any party may enter into this Agreement by executing a counterpart.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.

<PAGE>

                                       26

                                   SCHEDULE 1

                      FORM OF CALCULATION AGENCY AGREEMENT

                                  DATED [   ]

                    INTERNATIONAL LEASE FINANCE CORPORATION

                        EURO MEDIUM TERM NOTE PROGRAMME

                      -------------------------------------

                          CALCULATION AGENCY AGREEMENT

                      -------------------------------------

                              [ALLEN & OVERY LOGO]

                               ALLEN & OVERY LLP

                                     LONDON

<PAGE>

                                       27

                          CALCULATION AGENCY AGREEMENT

                                 IN RESPECT OF A

                         EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on [         ] BETWEEN:

(1)      INTERNATIONAL LEASE FINANCE CORPORATION (the "ISSUER"); and

(2)      [        ] of [          ] (the "CALCULATION AGENT", which expression
         shall include any successor calculation agent appointed hereunder).

WHEREAS:

(A)      The Issuer has entered into a Programme Agreement with the Dealers
         named therein dated, 28th May, 2004 (as the same may be amended and/or
         restated and/or supplemented from time to time), under which the Issuer
         may issue Notes ("NOTES").

(B)      The Notes will be issued subject to and with the benefit of an Agency
         Agreement (the "AGENCY AGREEMENT") dated 28th May, 2004 (as the same
         may be amended and/or restated and/or supplemented from time to time),
         and entered into between the Issuer, Citibank, N.A. (the "AGENT", which
         expression shall include any successor Agent appointed under the Agency
         Agreement) and the other parties named therein.

NOW IT IS HEREBY AGREED that:

1.       APPOINTMENT OF THE CALCULATION AGENT

         The Calculation Agent is hereby appointed, and the Calculation Agent
         hereby agrees to act, as Calculation Agent in respect of each Series of
         Notes described in the Schedule hereto (the "RELEVANT NOTES") for the
         purposes set out in clause 2 below, all upon the provisions hereinafter
         set out. The agreement of the parties hereto that this Agreement is to
         apply to each Series of Relevant Notes shall be evidenced by the
         manuscript annotation and signature in counterpart of the Schedule
         hereto.

2.       DUTIES OF CALCULATION AGENT

         The Calculation Agent shall in relation to each series of Relevant
         Notes (each a "SERIES") perform all the functions and duties imposed on
         the Calculation Agent by the terms and conditions of the Relevant Notes
         (the "CONDITIONS") including endorsing the Schedule hereto
         appropriately in relation to each Series of Relevant Notes.

3.       EXPENSES

         The arrangements in relation to expenses will be separately agreed in
         relation to each issue of Relevant Notes.

<PAGE>

                                       28

4.       INDEMNITY

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

5.       CONDITIONS OF APPOINTMENT

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

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

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

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

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

6.       TERMINATION OF APPOINTMENT

(1)      The Issuer may terminate the appointment of the Calculation Agent at
         any time by giving to the Calculation Agent at least 45 days' prior
         written notice to that effect, provided that, so long as any of the
         Relevant Notes is outstanding:

         (a)      such notice shall not expire less than 45 days before any date
                  upon which any calculation is due to be made in respect of any
                  Relevant Notes; and

<PAGE>

                                       29

         (b)      notice shall be given in accordance with the Conditions, to
                  the holders of the Relevant Notes at least 30 days prior to
                  any removal of the Calculation Agent.

(2)      Notwithstanding the provisions of subclause (1) above, if at any time:

         (a)      the Calculation Agent becomes incapable of acting, or is
                  adjudged bankrupt or insolvent, or files a voluntary petition
                  in bankruptcy or makes an assignment for the benefit of its
                  creditors or consents to the appointment of an administrator,
                  liquidator or administrative or other receiver of all or any
                  substantial part of its property, or admits in writing its
                  inability to pay or meet its debts as they may mature or
                  suspends payment thereof, or if any order of any court is
                  entered approving any petition filed by or against it under
                  the provisions of any applicable bankruptcy or insolvency law
                  or if a receiver of it or of all or a substantial part of its
                  property is appointed or if any officer takes charge or
                  control of the Calculation Agent or of its property or affairs
                  for the purpose of rehabilitation, conservation or
                  liquidation; or

         (b)      the Calculation Agent fails duly to perform any function or
                  duty imposed upon it by the Conditions and this Agreement,

         the Issuer may forthwith without notice terminate the appointment of
         the Calculation Agent, in which event notice thereof shall be given to
         the holders of the Relevant Notes in accordance with the Conditions as
         soon as practicable thereafter.

(3)      The termination of the appointment pursuant to subclause (1) or (2)
         above of the Calculation Agent hereunder shall not entitle the
         Calculation Agent to any amount by way of compensation but shall be
         without prejudice to any amount then accrued due.

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

(5)      Notwithstanding the provisions of subclauses (1), (2) and (4) above, so
         long as any of the Relevant Notes is outstanding, the termination of
         the appointment of the Calculation Agent (whether by the Issuer or by
         the resignation of the Calculation Agent) shall not be effective unless
         upon the expiry of the relevant notice a successor Calculation Agent
         has been appointed. The Issuer agrees with the Calculation Agent that
         if, by the day falling 10 days before the expiry of any notice under
         subclauses (1) or (4), the Issuer has not appointed a replacement
         Calculation Agent, the Calculation Agent shall be entitled, on behalf
         of the Issuer, to appoint as a successor Calculation Agent in its place
         a reputable financial institution of good standing which the Issuer
         shall approve (such approval not to be unreasonably withheld or
         delayed).

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

(7)      If the appointment of the Calculation Agent hereunder is terminated
         (whether by the Issuer or by the resignation of the Calculation Agent),
         the Calculation Agent shall on the date on which such termination takes
         effect deliver to the successor Calculation Agent any records

<PAGE>

                                       30

         concerning the Relevant Notes maintained by it (except such documents
         and records as it is obliged by law or regulation to retain or not to
         release), but shall have no other duties or responsibilities hereunder.

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

7.       COMMUNICATIONS

(1)      All communications shall be by telex, fax or letter delivered by hand.
         Each communication shall be made to the relevant party at the telex
         number, fax number or address and marked for the attention of the
         person or department from time to time specified in writing by that
         party to the other for the purpose. The initial telex number, fax
         number and person or department so specified by each party are set out
         in the Procedures Memorandum or, in the case of the Calculation Agent,
         on the signature page of this Agreement.

(2)      A communication shall be deemed received (if by telex) when a confirmed
         answerback is received at the end of the transmission, (if by fax) when
         an acknowledgement of receipt is received or (if by letter) when
         delivered, in each case in the manner required by this clause. However,
         if a communication is received after business hours on any business day
         or on a day which is not a business day in the place of receipt it
         shall be deemed to be received and become effective on the next
         business day in the place of receipt. Every communication shall be
         irrevocable save in respect of any manifest error therein.

8.       DESCRIPTIVE HEADINGS AND COUNTERPARTS

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

(2)      This Agreement may be signed in any number of counterparts, all of
         which, taken together, shall constitute one and the same agreement and
         any party may enter into this Agreement by executing a counterpart.

9.       GOVERNING LAW AND SUBMISSION TO JURISDICTION

(1)      This Agreement is governed by, and shall be construed in accordance
         with, the laws of the State of New York.

(2)      Each party hereto hereby irrevocably agrees for the benefit of the
         other party hereto that any State or federal courts sitting in the
         Borough of Manhattan, the City of New York (the "COURTS") are to have
         jurisdiction to settle any disputes which may arise out of or in
         connection with this Agreement and that accordingly any suit, action or
         proceedings

<PAGE>

                                       31

         (together referred to as "PROCEEDINGS") arising out of or in connection
         with this Agreement may be brought in such courts.

         Each party hereto hereby irrevocably waives any objection which it may
         have to the laying of the venue of any Proceedings in any of the Courts
         and any claim that any Proceedings have been brought in an inconvenient
         forum and hereby further irrevocably agrees that a judgment in any
         Proceedings brought in the Courts shall be conclusive and binding upon
         it and may be enforced in the courts of any other jurisdiction.

         Nothing contained in this clause shall limit any right to take
         Proceedings against the other party hereto in any other court of
         competent jurisdiction, nor shall the taking of Proceedings in one or
         more jurisdictions preclude the taking of Proceedings in any other
         jurisdiction, whether concurrently or not.

         Nothing herein shall affect the right to serve process in any manner
         permitted by law.

IN WITNESS whereof this Agreement has been entered into the day and year first
above written.

INTERNATIONAL LEASE FINANCE CORPORATION

By:

[CALCULATION AGENT]
[Address of Calculation Agent]

Telex No:     -
Telefax No:   -
Attention:    -

By:
<PAGE>

                  SCHEDULE TO THE CALCULATION AGENCY AGREEMENT

<TABLE>
<S>             <C>          <C>             <C>                 <C>
Series number   Issue Date   Maturity Date   Title and Nominal   Annotation by
                                                  Amount         Calculation
                                                                 Agent/Issuer
</TABLE>
<PAGE>

                                   SCHEDULE 2
                       TERMS AND CONDITIONS OF THE NOTES

         This Note is one of a Series (as defined below) of Notes issued by
International Lease Finance Corporation (the "ISSUER") pursuant to the Agency
Agreement (as defined below).

         References herein to the "NOTES" shall be references to the Notes of
this Series and shall mean:

         (i)      in relation to any Notes represented by a global Note (a
                  "GLOBAL NOTE"), units of the lowest Specified Denomination in
                  the Specified Currency;

         (ii)     any Global Note; and

         (iii)    any definitive Notes issued in exchange for a Global Note.

         The Notes, the Receipts (as defined below) and the Coupons (as defined
below) have the benefit of an amended and restated Agency Agreement (such Agency
Agreement as amended and/or supplemented and/or restated from time to time, the
"AGENCY AGREEMENT") dated 28 May, 2004 and made between the Issuer, Citibank,
N.A. as issuing and principal paying agent and agent bank (the "AGENT", which
expression shall include any successor agent) and the other paying agents named
therein (together with the Agent, the "PAYING AGENTS", which expression shall
include any additional or successor paying agents).

         Interest bearing definitive Notes (unless otherwise indicated in the
applicable Pricing Supplement) have interest coupons ("COUPONS") and, if
indicated in the applicable Pricing Supplement, talons for further Coupons
("TALONS") attached on issue. Any reference herein to Coupons or coupons shall,
unless the context otherwise requires, be deemed to include a reference to
Talons or talons. Definitive Notes repayable in instalments have receipts
("RECEIPTS") for the payment of the instalments of principal (other than the
final instalment) attached on issue. Global Notes do not have Receipts, Coupons
or Talons attached on issue.

         The Pricing Supplement for this Note (or the relevant provisions
thereof) is attached to or endorsed on this Note and supplements these Terms and
Conditions and may specify other terms and conditions which shall, to the extent
so specified or to the extent inconsistent with these Terms and Conditions,
replace or modify these Terms and Conditions for the purposes of this Note.
References to the "APPLICABLE PRICING SUPPLEMENT" are to the Pricing Supplement
(or the relevant provisions thereof) attached to or endorsed on this Note.

         Any reference to "NOTEHOLDERS" or "HOLDERS" in relation to any Notes
shall mean the holders of the Notes and shall, in relation to any Notes
represented by a global Note, be construed as provided below. Any reference
herein to "RECEIPTHOLDERS" shall mean the holders of the Receipts and any
reference herein to "COUPONHOLDERS" shall mean the holders of the Coupons and
shall, unless the context otherwise requires, include the holders of the Talons.

         As used herein, "TRANCHE" means Notes which are identical in all
respects (including as to listing) and "SERIES" means a Tranche of Notes
together with any further Tranche or Tranches of Notes which are (i) expressed
to be consolidated and form a single series and (ii) identical in all respects
(including as to listing) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.

         Copies of the Agency Agreement and the applicable Pricing Supplement
are available for inspection during normal business hours at the specified
office of each of the Paying Agents. Copies of the applicable Pricing Supplement
are obtainable free of charge during normal business hours at the specified
office of each of the Paying Agents save that, if this Note is an unlisted Note
of any Series, the applicable Pricing Supplement will only be available for
inspection by a Noteholder holding one or more unlisted Notes of that Series and
such Noteholder must produce evidence satisfactory to the relevant Paying Agent
as to its holding of such Notes and identity. The Noteholders, the
Receiptholders and the Couponholders are deemed to have notice of, and are
entitled to the benefit of, all the provisions of the Agency Agreement and the
applicable Pricing Supplement

<PAGE>

which are applicable to them. The statements in these Terms and Conditions
include summaries of, and are subject to, the detailed provisions of the Agency
Agreement.

         Words and expressions defined in the Agency Agreement or used in the
applicable Pricing Supplement shall have the same meanings where used in these
Terms and Conditions unless the context otherwise requires or unless otherwise
stated and provided that, in the event of inconsistency between the Agency
Agreement and the applicable Pricing Supplement, the applicable Pricing
Supplement will prevail.

1        FORM, DENOMINATION AND TITLE

         The Notes are in bearer form and, in the case of definitive Notes,
serially numbered, in the Specified Currency and the Specified Denomination(s).
Notes of one Specified Denomination may not be exchanged for Notes of another
Specified Denomination.

         This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon
Note, an Index Linked Interest Note or a combination of any of the foregoing,
depending upon the Interest Basis shown in the applicable Pricing Supplement.

         This Note may be an Index Linked Redemption Note, an Instalment Note, a
Dual Currency Note, a Partly Paid Note or a combination of any of the foregoing,
depending on the Redemption/Payment Basis shown in the applicable Pricing
Supplement.

         Definitive Notes are issued with Coupons attached, unless they are Zero
Coupon Notes in which case references to Coupons and Couponholders in these
Terms and Conditions are not applicable.

         Subject as set out below, title to the Notes, Receipts and Coupons will
pass by delivery. The Issuer and the Paying Agents will (except as otherwise
required by law) deem and treat the bearer of any Note, Receipt or Coupon as the
absolute owner thereof (whether or not overdue and notwithstanding any notice of
ownership or writing thereon or notice of any previous loss or theft thereof)
for all purposes but, in the case of any Global Note, without prejudice to the
provisions set out in the next succeeding paragraph.

         For so long as any of the Notes is represented by a Global Note held on
behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System
("EUROCLEAR") and/or Clearstream Banking, societe anonyme ("CLEARSTREAM,
LUXEMBOURG"), each person (other than Euroclear or Clearstream, Luxembourg) who
is for the time being shown in the records of Euroclear or of Clearstream,
Luxembourg as the holder of a particular nominal amount of such Notes (in which
regard any certificate or other document issued by Euroclear or Clearstream,
Luxembourg as to the nominal amount of such Notes standing to the account of any
person shall be conclusive and binding for all purposes save in the case of
manifest error) shall be treated by the Issuer and the Paying Agents as the
holder of such nominal amount of such Notes for all purposes other than (except
as provided in the relevant Global Note) with respect to the payment of
principal or interest on such nominal amount of such Notes, for which purpose
the bearer of the relevant Global Note shall be treated by the Issuer and any
Paying Agent as the holder of such nominal amount of such Notes, all in
accordance with and subject to the terms of the relevant Global Note and the
expressions "NOTEHOLDER" and "HOLDER OF NOTES" and related expressions shall be
construed accordingly.

         Notes which are represented by a Global Note will be transferable only
in accordance with the rules and procedures of Euroclear and Clearstream,
Luxembourg, as the case may be. References to Euroclear and/or Clearstream,
Luxembourg shall, whenever the context so permits, be deemed to include a
reference to any additional or alternative clearing system specified in the
applicable Pricing Supplement.

2        STATUS OF THE NOTES

         The Notes and any relative Receipts and Coupons are direct,
unconditional, unsubordinated and, subject to the provisions of Condition 3,
unsecured obligations of the Issuer and rank pari passu among themselves and
(save for certain obligations required to be preferred by law) equally with all
other (save as aforesaid) unsecured obligations (other than subordinated
obligations, if any) of the Issuer, from time to time outstanding.

<PAGE>

3        COVENANTS

(a)      DEFINITIONS

         As used in these Terms and Conditions:

         "Board of Directors" means either the board of directors of the Issuer
         or any committee of that board duly authorised to act hereunder.

         "Non-Restricted Subsidiary" means (i) any Subsidiary which shall be
         designated by the Board of Directors as a Non-Restricted Subsidiary,
         and (ii) any other Subsidiary of which the majority of the Voting Stock
         is owned directly or indirectly by one or more Non-Restricted
         Subsidiaries, if such other Subsidiary is a corporation, or in which a
         Non-Restricted Subsidiary is a general partner, if such other
         Subsidiary is a limited partnership.

         "Officers' Certificate" means a certificate signed by the Chairman of
         the Board, the President, a Vice President or the principal financial
         or accounting officer, and by the Treasurer, an Assistant Treasurer,
         the Secretary or an Assistant Secretary, of the Issuer, and delivered
         to the Agent.

         "Opinion of Counsel" means a written opinion of counsel, who may be
         counsel for the Issuer.

         "Person" means any individual, corporation, partnership, joint venture,
         association, joint-stock company, trust, limited liability company,
         unincorporated organisation or government or any agency or political
         subdivision thereof.

         "Restricted Subsidiary" means any Subsidiary other than a
         Non-Restricted Subsidiary.

         "Subsidiary" means a corporation, partnership, limited liability
         company or trust more than 50 per cent. of the outstanding Voting Stock
         of which is owned, directly or indirectly, by the Issuer or by one or
         more other Subsidiaries, or by the Issuer and one or more other
         Subsidiaries.

         "Voting Stock" means stock or other interests evidencing ownership in a
         corporation, partnership or trust which ordinarily has voting power for
         the election of directors, or other persons performing equivalent
         functions, whether at all times or only so long as no senior class of
         stock has such voting power by reason of any contingency.

(b)      CONSOLIDATION

         The Issuer shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Issuer shall not permit any Person to consolidate with or
merge into the Issuer or convey, transfer or lease its properties and assets
substantially as an entirety to the Issuer, unless:

         (1)      in case the Issuer shall consolidate with or merge into
                  another Person or convey, transfer or lease its properties and
                  assets substantially as an entirety to any Person, the Person
                  formed by such consolidation or into which the Issuer is
                  merged or the Person which acquires by conveyance or transfer,
                  or which leases, the properties and assets of the Issuer
                  substantially as an entirety shall be a corporation,
                  partnership or trust, shall be organised and validly existing
                  under the laws of the United States of America, any State
                  thereof or the District of Colombia and shall expressly
                  assume, by an instrument, executed and delivered to the Agent,
                  in form satisfactory to an independent financial institution
                  of international repute selected by the Issuer (which may be
                  the Agent), such satisfaction to be recorded in writing (a
                  "FINANCIAL INSTITUTION'S CERTIFICATE"), the due and punctual
                  payment of the principal of and interest on all the Notes and
                  the performance of every covenant in the Notes on the part of
                  the Issuer to be performed or observed;

         (2)      immediately after giving effect to such transaction no Event
                  of Default (as defined in Condition 9), and no event which,
                  after notice or lapse of time or both, would become an Event
                  of Default, shall have happened and be continuing;

         (3)      if, as a result of any such consolidation or merger or such
                  conveyance, transfer or lease, properties or assets of the
                  Issuer would become subject to a mortgage, pledge, lien,
                  security interest or other encumbrance which would not be
                  permitted by these Terms and Conditions, the Issuer or such
                  successor Person shall take such steps as shall be necessary
                  effectively to secure the Notes equally and ratably with (or,
                  at the option of the Issuer, prior to) all indebtedness
                  secured thereby; and

<PAGE>

         (4)      the Issuer has delivered to the Agent an Officers' Certificate
                  and an Opinion of Counsel, each stating that such
                  consolidation, merger, conveyance, transfer or lease and, if
                  an instrument is required in connection with such transaction,
                  such instrument comply with this Condition and that all
                  conditions precedent herein provided for relating to such
                  transaction have been complied with.

         The Issuer shall promptly give notice in accordance with Condition 13
to the Noteholders of any consolidation or merger pursuant to this Condition
3(b) and such notice shall state that copies of the Financial Institution's
Certificate (if required) as referred to in (1) above, and the Officers'
Certificate referred to in (4) above are available for inspection (and copies
may be obtained) at the specified office of the Agent during normal business
hours.

         Upon any consolidation by the Issuer with or merger by the Issuer into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Issuer substantially as an entirety in accordance with Condition
3(b), the successor Person formed by such consolidation or into which the Issuer
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under the Notes with the same effect as if such successor Person had been
named as the Issuer herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under the
Notes.

(c)      NEGATIVE PLEDGE

         (i) The Issuer will not, nor will it permit any Restricted Subsidiary
to, issue, assume or guarantee any indebtedness for borrowed money secured by a
mortgage, pledge, lien or other encumbrance of any nature (mortgages, pledges,
liens and other encumbrances being hereinafter called "MORTGAGE" or "MORTGAGES")
upon any property of the Issuer or any Restricted Subsidiary, or upon any shares
of stock of any Restricted Subsidiary, without in any such case effectively
providing, concurrently with the issuance, assumption or guarantee of any such
indebtedness for borrowed money, that the Notes (together with, if the Issuer
shall so determine, any other indebtedness of the Issuer or such Restricted
Subsidiary ranking equally with the Notes then existing or thereafter created)
shall be secured equally and ratably with such indebtedness for borrowed money;
provided, however, that the foregoing restrictions shall not apply to:

         (1)      mortgages existing on 1 November, 2000;

         (2)      mortgages to secure the payment of all or part of the purchase
                  price of such property (other than property acquired for lease
                  to a Person other than the Issuer or a Restricted Subsidiary)
                  upon the acquisition of such property by the Issuer or a
                  Restricted Subsidiary or to secure any indebtedness for
                  borrowed money incurred or guaranteed by the Issuer or a
                  Restricted Subsidiary prior to, at the time of, or within 60
                  days after the later of the acquisition, completion of
                  construction or commencement of full operation of such
                  property, which indebtedness for borrowed money is incurred or
                  guaranteed for the purpose of financing all or any part of the
                  purchase price thereof or construction thereof or improvements
                  thereon; provided, however, that in the case of any such
                  acquisition, construction or improvement, the mortgage shall
                  not apply to any property theretofore owned by the Issuer or a
                  Restricted Subsidiary, other than, in the case of any such
                  construction or improvement, any theretofore unimproved real
                  property on which the property so constructed, or the
                  improvement, is located;

         (3)      mortgages on the property of a Restricted Subsidiary on the
                  date it became a Restricted Subsidiary;

         (4)      mortgages securing indebtedness for borrowed money of a
                  Restricted Subsidiary owing to the Issuer or to another
                  Restricted Subsidiary;

         (5)      mortgages on property of a corporation existing at the time
                  such corporation is merged into or consolidated with the
                  Issuer or a Restricted Subsidiary or at the time of a
                  purchase, lease or other acquisition of the properties of a
                  corporation or firm as an entirety or substantially as an
                  entirety by the Issuer or a Restricted Subsidiary;

         (6)      any replacement or successive replacement in whole or in part
                  of any mortgage referred to in the foregoing clauses (1) to
                  (5), inclusive; provided, however, that the principal amount
                  of the indebtedness for borrowed money secured by the mortgage
                  shall not be increased and the principal repayment schedule
                  and maturity of such indebtedness shall not be extended and
                  (i) such replacement shall be limited to all or a part of the
                  property which secured the mortgage so replaced (plus
                  improvements and construction on such property), or (ii) if
                  the property which secured the mortgage so replaced has been
                  destroyed, condemned or damaged and pursuant to the terms of
                  the mortgage

<PAGE>

                  other property has been substituted therefor, then such
                  replacement shall be limited to all or part of such
                  substituted property; or

         (7)      liens created by or resulting from any litigation or other
                  proceeding which is being contested in good faith by
                  appropriate proceedings, including liens arising out of
                  judgments or awards against the Issuer or any Restricted
                  Subsidiary with respect to which the Issuer or such Restricted
                  Subsidiary is in good faith prosecuting an appeal or
                  proceedings for review; or liens incurred by the Issuer or any
                  Restricted Subsidiary for the purpose of obtaining a stay or
                  discharge in the course of any litigation or other proceeding
                  to which the Issuer or such Restricted Subsidiary is a party;
                  or

         (8)      liens for taxes or assessments or governmental charges or
                  levies not yet due or delinquent, or which can thereafter be
                  paid without penalty, or which are being contested in good
                  faith by appropriate proceedings; landlord's liens on property
                  held under lease; and any other liens or charges incidental to
                  the conduct of the business of the Issuer or any Restricted
                  Subsidiary or the ownership of the property and assets of any
                  of them which were not incurred in connection with the
                  borrowing of money or the obtaining of advances or credit and
                  which do not, in the opinion of the Issuer, materially impair
                  the use of such property in the operation of the business of
                  the Issuer or such Restricted Subsidiary or the value of such
                  property for the purposes of such business.

         (ii) Notwithstanding the foregoing provisions of this Condition 3(c),
the Issuer and any one or more Restricted Subsidiaries may issue, assume or
guarantee indebtedness for borrowed money secured by mortgages which would
otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all the other outstanding indebtedness for borrowed money of the
Issuer and its Restricted Subsidiaries secured by mortgages which is not listed
in clauses (1) through (8) of subsection (i) of this Condition 3(c), does not at
the time exceed 12 1/2 per cent. of the Consolidated Net Tangible Assets as
determined by reference to the audited consolidated financial statements of the
Issuer as of the end of the fiscal year preceding the date of determination.

         (iii) For the purposes of this Condition 3(c) only, "CONSOLIDATED NET
TANGIBLE ASSETS" means the total amount of assets (less depreciation and
valuation reserves and other reserves and items deductible from the gross book
value of specific asset amounts under generally accepted accounting principles
in the United States) which under generally accepted accounting principles in
the United States would be included on a balance sheet of the Issuer and its
Restricted Subsidiaries, after deducting therefrom (i) all liability items
except indebtedness (whether incurred, assumed or guaranteed) for borrowed money
maturing by its terms more than one year from the date of creation thereof or
which is extendible or renewable at the sole option of the obligor in such
manner that it may become payable more than one year from the date of creation
thereof, shareholders' equity and reserves for deferred income taxes, (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case would be so included on
such balance sheet, and (iii) amounts invested in, or equity in the net assets
of, Non-Restricted Subsidiaries.

(d)      RESTRICTIONS ON THE PAYMENT OF DIVIDENDS

         No dividend whatever shall be paid or declared nor shall any
distributions be made on any capital stock of the Issuer (except in shares of,
or warrants or rights to subscribe for or purchase shares of, capital stock of
the Issuer), nor shall any payment be made by the Issuer or any Restricted
Subsidiary to acquire or retire shares of such stock, at a time when an Event of
Default as defined in clauses (1) or (2) of Condition 9 has occurred and is
continuing.

(e)      RESTRICTIONS ON PERMITTING RESTRICTED SUBSIDIARIES TO BECOME
         NON-RESTRICTED SUBSIDIARIES AND NON-RESTRICTED SUBSIDIARIES TO BECOME
         RESTRICTED SUBSIDIARIES

         (i) The Issuer will not permit any Restricted Subsidiary to be
designated as or otherwise to become a Non-Restricted Subsidiary unless
immediately after such Restricted Subsidiary becomes a Non-Restricted
Subsidiary, it will not own, directly or indirectly, any capital stock or
indebtedness of any Restricted Subsidiary.

         (ii) The Issuer will not permit any Non-Restricted Subsidiary to be
designated as or otherwise to become a Restricted Subsidiary unless:

         (1)      such Non-Restricted Subsidiary is not a Subsidiary
                  substantially all of the physical properties of which are
                  located, or substantially all of the business of which is
                  carried on, outside the United States of America, its
                  territories and possessions and Puerto Rico; and

<PAGE>

         (2)      immediately thereafter such Subsidiary has outstanding no
                  mortgages in respect of any of its assets except as would have
                  been permitted by Condition 3(c) had such mortgages been
                  incurred immediately thereafter.

         (iii) Promptly after the adoption of any resolution by the Board of
Directors designating a Restricted Subsidiary as a Non-Restricted Subsidiary or
a Non-Restricted Subsidiary as a Restricted Subsidiary, a copy thereof certified
by the Secretary or an Assistant Secretary of the Issuer shall be filed with the
Agent, together with an Officers' Certificate stating that the provisions of
this Condition 3(e) have been complied with in connection with such designation.
Noteholders shall be entitled at any time during normal business hours to obtain
a list from the specified office of the Agent of Restricted Subsidiaries and
Non-Restricted Subsidiaries and copies of (i) any certificate filed by the
Secretary or an Assistant Secretary and (ii) any Officers' Certificate
delivered, in each case, pursuant to this paragraph (iii).

(f)      RESTRICTION ON INVESTMENTS IN NON-RESTRICTED SUBSIDIARIES

         The Issuer will not, nor will it permit any Restricted Subsidiary to,
make any investment in, or transfer any assets to, a Non-Restricted Subsidiary
if immediately thereafter the Issuer would be in breach of or in default in the
performance of any covenant of the Issuer contained in these Terms and
Conditions.

4        INTEREST

(a)      INTEREST ON FIXED RATE NOTES

         Each Fixed Rate Note bears interest on its outstanding nominal amount
(or, if it is a Partly Paid Note, the amount paid up) from (and including) the
Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of
Interest. Interest will be payable in arrear on the Interest Payment Date(s) in
each year and on the Maturity Date if that does not fall on an Interest Payment
Date.

         Except as provided in the applicable Pricing Supplement, the amount of
interest payable on each Interest Payment Date in respect of the Fixed Interest
Period ending on (but excluding) such date will amount to the Fixed Coupon
Amount. Payments of interest on any Interest Payment Date will, if so specified
in the applicable Pricing Supplement, amount to the Broken Amount so specified.

         As used in these Terms and Conditions, "FIXED INTEREST PERIOD" means
the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

         If interest is required to be calculated for a period other than a
Fixed Interest Period, such interest shall be calculated by applying the Rate of
Interest to each Specified Denomination, multiplying such sum by the applicable
Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of
the relevant Specified Currency, half of any such sub-unit being rounded upwards
or otherwise in accordance with applicable market convention.

         In these Terms and Conditions,

         "DAY COUNT FRACTION" means, in respect of the calculation of an amount
         of interest in accordance with this Condition 4(a):

                  (i)      if "Actual/Actual (ISMA)" is specified in the
                           applicable Pricing Supplement:

                           (a)      in the case of Notes where the number of
                                    days in the relevant period from (and
                                    including) the most recent Interest Payment
                                    Date (or, if none, the Interest Commencement
                                    Date) to (but excluding) the relevant
                                    payment date (the "ACCRUAL PERIOD") is equal
                                    to or shorter than the Determination Period
                                    during which the Accrual Period ends, the
                                    number of days in such Accrual Period
                                    divided by the product of (1) the number of
                                    days in such Determination Period and (2)
                                    the number of Determination Dates (as
                                    specified in the applicable Pricing
                                    Supplement) that would occur in one calendar
                                    year; or

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

                                    (1)      the number of days in such Accrual
                                             Period falling in the Determination
                                             Period in which the Accrual Period
                                             begins divided by the product of
                                             (x) the number of days in such
                                             Determination Period and (y) the
                                             number of Determination Dates that
                                             would occur in one calendar year;
                                             and

<PAGE>

                                    (2)      the number of days in such Accrual
                                             Period falling in the next
                                             Determination Period divided by the
                                             product of (x) the number of days
                                             in such Determination Period and
                                             (y) the number of Determination
                                             Dates that would occur in one
                                             calendar year; and

                  (ii)     if "30/360" is specified in the applicable Pricing
                           Supplement, the number of days in the period from
                           (and including) the most recent Interest Payment Date
                           (or, if none, the Interest Commencement Date) to (but
                           excluding) the relevant payment date (such number of
                           days being calculated on the basis of a year of 360
                           days with 12 30-day months) divided by 360.

                  In these Terms and Conditions:

                  "DETERMINATION PERIOD" means the period from (and including) a
                  Determination Date to (but excluding) the next Determination
                  Date (including, where either the Interest Commencement Date
                  or the final Interest Payment Date is not a Determination
                  Date, the period commencing on the first Determination Date
                  prior to, and ending on the first Determination Date falling
                  after, such date);

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

(b)      INTEREST ON FLOATING RATE NOTES AND INDEX LINKED INTEREST NOTES

(i)      Interest Payment Dates

         Each Floating Rate Note and Index Linked Interest Note bears interest
on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount
paid up) from (and including) the Interest Commencement Date and such interest
will be payable in arrear on either:

         (A)      the Specified Interest Payment Date(s) (each an "INTEREST
                  PAYMENT DATE") in each year specified in the applicable
                  Pricing Supplement; or

         (B)      if no Specified Interest Payment Date(s) is/are specified in
                  the applicable Pricing Supplement, each date (each an
                  "INTEREST PAYMENT DATE") which falls the number of months or
                  other period specified as the Specified Period in the
                  applicable Pricing Supplement after the preceding Interest
                  Payment Date or, in the case of the first Interest Payment
                  Date, after the Interest Commencement Date.

         Such interest will be payable in respect of each Interest Period (which
expression shall, in these Terms and Conditions, mean the period from (and
including) an Interest Payment Date (or the Interest Commencement Date) to (but
excluding) the next (or first) Interest Payment Date).

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

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

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

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

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

<PAGE>

         In these Terms and Conditions, "BUSINESS DAY" means a day which is
         both:

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

         (B)      either (1) in relation to any sum payable in a Specified
                  Currency other than euro, a day on which commercial banks and
                  foreign exchange markets settle payments and are open for
                  general business (including dealing in foreign exchange and
                  foreign currency deposits) in the principal financial centre
                  of the country of the relevant Specified Currency (if other
                  than London and any Additional Business Centre and which, if
                  the Specified Currency is Australian dollars or New Zealand
                  dollars, shall be Sydney and Auckland, respectively) or (2) in
                  relation to any sum payable in euro, a day on which the
                  Trans-European Automated Real-Time Gross Settlement Express
                  Transfer (TARGET) System (the "TARGET SYSTEM") is open.

(ii)     Rate of Interest

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

(A)      ISDA Determination for Floating Rate Notes

         Where ISDA Determination is specified in the applicable Pricing
Supplement as the manner in which the Rate of Interest is to be determined, the
Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or
minus (as indicated in the applicable Pricing Supplement) the Margin (if any).
For the purposes of this sub-paragraph (A), "ISDA RATE" for an Interest Period
means a rate equal to the Floating Rate that would be determined by the Agent
under an interest rate swap transaction if the Agent were acting as Calculation
Agent for that swap transaction under the terms of an agreement incorporating
the 2000 ISDA Definitions as published by the International Swaps and
Derivatives Association, Inc. and as amended and updated as at the Issue Date of
the first Tranche of the Notes (the "ISDA DEFINITIONS") and under which:

         (1)      the Floating Rate Option is as specified in the applicable
                  Pricing Supplement;

         (2)      the Designated Maturity is a period specified in the
                  applicable Pricing Supplement; and

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

         For the purposes of this sub-paragraph (A), "FLOATING RATE",
"CALCULATION AGENT", "FLOATING RATE OPTION", "DESIGNATED MATURITY" and "RESET
DATE" have the meanings given to those terms in the ISDA Definitions.

(B)      Screen Rate Determination for Floating Rate Notes

         Where Screen Rate Determination is specified in the applicable Pricing
Supplement as the manner in which the Rate of Interest is to be determined, the
Rate of Interest for each Interest Period will, subject as provided below, be
either:

         (1)      the offered quotation; or

         (2)      the arithmetic mean (rounded if necessary to the fifth decimal
                  place, with 0.000005 being rounded upwards) of the offered
                  quotations,
                  (expressed as a percentage rate per annum) for the Reference
                  Rate which appears or appear, as the case may be, on the
                  Relevant Screen Page as at 11.00 a.m. (London time, in the
                  case of LIBOR, or Brussels time, in the case of EURIBOR) on
                  the Interest Determination Date in question plus or minus (as
                  indicated in the applicable Pricing Supplement) the Margin (if
                  any), all as determined by the Agent. If five or more of such
                  offered quotations are available on the Relevant Screen Page,
                  the highest (or, if there is more than one such highest
                  quotation, one only of such quotations) and the lowest (or, if
                  there is more than one such lowest quotation, one only of such
                  quotations) shall be disregarded by the Agent for the purpose
                  of determining the arithmetic mean (rounded as provided above)
                  of such offered quotations.

                  The Agency Agreement contains provisions for determining the
                  Rate of Interest in the event that the Relevant Screen Page is
                  not available or if, in the case of (1) above, no such offered
                  quotation appears or, in the case of (2) above, fewer than
                  three such offered quotations appear, in each case as at the
                  time specified in the preceding paragraph.

<PAGE>

                  If the Reference Rate from time to time in respect of Floating
                  Rate Notes is specified in the applicable Pricing Supplement
                  as being other than LIBOR or EURIBOR, the Rate of Interest in
                  respect of such Notes will be determined as provided in the
                  applicable Pricing Supplement.

(iii)    Minimum Rate of Interest and/or Maximum Rate of Interest

         If the applicable Pricing Supplement specifies a Minimum Rate of
Interest for any Interest Period, then, in the event that the Rate of Interest
in respect of such Interest Period determined in accordance with the provisions
of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Minimum Rate of Interest.

         If the applicable Pricing Supplement specifies a Maximum Rate of
Interest for any Interest Period, then, in the event that the Rate of Interest
in respect of such Interest Period determined in accordance with the provisions
of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate
of Interest for such Interest Period shall be such Maximum Rate of Interest.

(iv)     Determination of Rate of Interest and Calculation of Interest Amounts

         The Agent, in the case of Floating Rate Notes, and the Calculation
Agent, in the case of Index Linked Interest Notes, will at or as soon as
practicable after each time at which the Rate of Interest is to be determined,
determine the Rate of Interest for the relevant Interest Period. In the case of
Index Linked Interest Notes, the Calculation Agent will notify the Agent of the
Rate of Interest for the relevant Interest Period as soon as practicable after
calculating the same.

         The Agent will calculate the amount of interest (the "INTEREST AMOUNT")
payable on the Floating Rate Notes or Index Linked Interest Notes in respect of
each Specified Denomination for the relevant Interest Period. Each Interest
Amount shall be calculated by applying the Rate of Interest to each Specified
Denomination, multiplying such sum by the applicable Day Count Fraction, and
rounding the resultant figure to the nearest sub-unit of the relevant Specified
Currency, half of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention.

         "DAY COUNT FRACTION" means, in respect of the calculation of an amount
of interest in accordance with this Condition 4(b):

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

         (ii)     if "Actual/365 (Fixed)" is specified in the applicable Pricing
                  Supplement, the actual number of days in the Interest Period
                  divided by 365;

         (iii)    if "Actual/365 (Sterling)" is specified in the applicable
                  Pricing Supplement, the actual number of days in the Interest
                  Period divided by 365 or, in the case of an Interest Payment
                  Date falling in a leap year, 366;

         (iv)     if "Actual/360" is specified in the applicable Pricing
                  Supplement, the actual number of days in the Interest Period
                  divided by 360;

         (v)      if "30/360", "360/360" or "Bond Basis" is specified in the
                  applicable Pricing Supplement, the number of days in the
                  Interest 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 Period is the
                  31st day of a month but the first day of the Interest Period
                  is a day other than the 30th or 31st day of a 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 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

         (vi)     if "30E/360" or "Eurobond Basis" is specified in the
                  applicable Pricing Supplement, the number of days in the
                  Interest 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, without regard to the date of the first day or last
                  day of the Interest Period unless, in the case of an Interest
                  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).

<PAGE>

(v)      Notification of Rate of Interest and Interest Amounts

         The Agent will cause the Rate of Interest and each Interest Amount for
each Interest Period and the relevant Interest Payment Date to be notified to
the Issuer and any stock exchange or other relevant authority on which the
relevant Floating Rate Notes or Index Linked Interest Notes are for the time
being listed or by which they have been admitted to listing and notice thereof
to be given to the Noteholders in accordance with Condition 13 as soon as
possible after their determination but in no event later than the fourth London
Business Day thereafter. Each Interest Amount and Interest Payment Date so
notified may subsequently be amended (or appropriate alternative arrangements
made by way of adjustment) without prior notice in the event of an extension or
shortening of the Interest Period. Any such amendment will be promptly notified
to each stock exchange or other relevant authority on which the relevant
Floating Rate Notes or Index Linked Interest Notes are for the time being listed
or by which they have been admitted to listing and to the Noteholders in
accordance with Condition 13. For the purposes of this paragraph, the expression
"LONDON BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
banks and foreign exchange markets are open for business in London.

(vi)     Certificates to be Final

         All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this Condition 4(b), whether by the Agent or,
if applicable, the Calculation Agent, shall (in the absence of wilful default,
bad faith or manifest error) be binding on the Issuer, the Agent or, if
applicable, the Calculation Agent, the other Paying Agents and all Noteholders,
Receiptholders and Couponholders and (in the absence as aforesaid) no liability
to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall
attach to the Agent or the Calculation Agent (if applicable) in connection with
the exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.

(c)      INTEREST ON DUAL CURRENCY NOTES

         In the case of Dual Currency Notes, if the rate or amount of interest
is to be determined by reference to an exchange rate, the rate or amount of
interest payable shall be determined in the manner specified in the applicable
Pricing Supplement.

(d)      INTEREST ON PARTLY PAID NOTES

         In the case of Partly Paid Notes (other than Partly Paid Notes which
are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal
amount of such Notes and otherwise as specified in the applicable Pricing
Supplement.

(e)      ACCRUAL OF INTEREST

         Each Note (or in the case of the redemption of part only of a Note,
that part only of such Note) will cease to bear interest (if any) from the date
for its redemption unless, upon due presentation thereof, payment of principal
is improperly withheld or refused. In such event, interest will continue to
accrue until whichever is the earlier of:

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

         (2)      five days after the date on which the full amount of the
                  moneys payable in respect of such Note has been received by
                  the Agent and notice to that effect has been given to the
                  Noteholders in accordance with Condition 13.

5        PAYMENTS

(a)      METHOD OF PAYMENT

         Subject as provided below:

         (i)      payments in a Specified Currency other than euro will be made
                  by credit or transfer to an account in the relevant Specified
                  Currency (which, in the case of a payment in Japanese yen to a
                  non-resident of Japan, shall be a non-resident account)
                  maintained by the payee with, or, at the option of the payee,
                  by a cheque in such Specified Currency drawn on, a bank in the
                  principal financial centre of the country of such Specified
                  Currency (which, if the Specified Currency is Australian
                  dollars or New Zealand dollars, shall be Sydney and Auckland,
                  respectively) provided, however, that no payment will be made
                  by transfer of funds to an account maintained by the payee in
                  the United States or mailed to an address in the United States
                  (which expression, as used herein, means the United States of
                  America (including

<PAGE>

                  the States and the District of Columbia, its territories, its
                  possessions and other areas subject to its jurisdiction)); and

         (ii)     payments in euro will be made by credit or transfer to a euro
                  account (or any other account to which euro may be credited or
                  transferred) specified by the payee or, at the option of the
                  payee, by a euro cheque.

         Payments will be subject in all cases to any fiscal or other laws and
regulations applicable thereto in the place of payment, but without prejudice to
the provisions of Condition 7.

(b)      PRESENTATION OF DEFINITIVE NOTES, RECEIPTS AND COUPONS

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

         Payments of instalments of principal (if any) in respect of definitive
Notes, other than the final instalment, will (subject as provided below) be made
in the manner provided in paragraph (a) above against presentation and surrender
(or, in the case of part payment of any sum due, endorsement) of the relevant
Receipt in accordance with the preceding paragraph. Payment of the final
instalment will be made in the manner provided in paragraph (a) above only
against presentation and surrender (or, in the case of part payment of any sum
due, endorsement) of the relevant Note in accordance with the preceding
paragraph. Each Receipt must be presented for payment of the relevant instalment
together with the definitive Note to which it appertains. Receipts presented
without the definitive Note to which they appertain do not constitute valid
obligations of the Issuer. Upon the date on which any definitive Note becomes
due and repayable, unmatured Receipts (if any) relating thereto (whether or not
attached) shall become void and no payment shall be made in respect thereof.

         Fixed Rate Notes in definitive form (other than Dual Currency Notes,
Index Linked Notes or Long Maturity Notes (as defined below)) should be
presented for payment together with all unmatured Coupons appertaining thereto
(which expression shall for this purpose include Coupons which are to be issued
on exchange of matured Talons), failing which the amount of any missing
unmatured Coupon (or, in the case of payment not being made in full, the same
proportion of the amount of such missing unmatured Coupon as the sum so paid
bears to the sum due) will be deducted from the sum due for payment. Each amount
of principal so deducted will be paid in the manner mentioned above against
surrender of the relevant missing Coupon at any time before the expiry of 10
years after the Relevant Date (as defined in Condition 7) in respect of such
principal (whether or not such Coupon would otherwise have become void under
Condition 8) or, if later, five years from the date on which such Coupon would
otherwise have become due, but in no event thereafter.

         Upon any Fixed Rate Note in definitive form becoming due and repayable
prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto
will become void and no further Coupons will be issued in respect thereof.

         Upon the date on which any Floating Rate Note, Dual Currency Note or
Index Linked Interest Note in definitive form becomes due and repayable,
unmatured Coupons and Talons (if any) relating thereto (whether or not attached)
shall become void and no payment or, as the case may be, exchange for further
Coupons shall be made in respect thereof. A "LONG MATURITY NOTE" is a Fixed Rate
Note (other than a Fixed Rate Note which on issue had a Talon attached) whose
nominal amount on issue is less than the aggregate interest payable thereon
provided that such Note shall cease to be a Long Maturity Note on the Interest
Payment Date on which the aggregate amount of interest remaining to be paid
after that date is less than the nominal amount of such Note.

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

(c)      PAYMENTS IN RESPECT OF GLOBAL NOTES

         Payments of principal and interest (if any) in respect of Notes
represented by any Global Note will (subject as provided below) be made in the
manner specified above in relation to definitive Notes and otherwise in the
manner specified in the relevant Global Note against presentation or surrender,
as the case may be, of such Global Note at the specified office of any Paying
Agent outside the United States. A record of each payment made

<PAGE>

against presentation or surrender of any Global Note, distinguishing between any
payment of principal and any payment of interest, will be made on such Global
Note by the Paying Agent to which it was presented and such record shall be
prima facie evidence that the payment in question has been made.

(d)      GENERAL PROVISIONS APPLICABLE TO PAYMENTS

         The holder of a Global Note shall be the only person entitled to
receive payments in respect of Notes represented by such Global Note and the
Issuer will be discharged by payment to, or to the order of, the holder of such
Global Note in respect of each amount so paid. Each of the persons shown in the
records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a
particular nominal amount of Notes represented by such Global Note must look
solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his
share of each payment so made by the Issuer to, or to the order of, the holder
of such Global Note.

         Notwithstanding the foregoing provisions of this Condition, payments of
principal and/or interest in respect of Notes may be made at an office of a
Paying Agent in the United States only if:

         (i)      the Issuer has appointed Paying Agents with specified offices
                  outside the United States with the reasonable expectation that
                  such Paying Agents would be able to make payment in U.S.
                  dollars at such specified offices outside the United States of
                  the full amount of principal and interest on the Notes in the
                  manner provided above when due;

         (ii)     payment of the full amount of such principal and interest at
                  all such specified offices outside the United States is
                  illegal or effectively precluded by exchange controls or other
                  similar restrictions on the full payment or receipt of
                  principal and interest in U.S. dollars; and

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

(e)      PAYMENT DAY

         If the date for payment of any amount in respect of any Note, Receipt
or Coupon is not a Payment Day, the holder thereof shall not be entitled to
payment until the next following Payment Day in the relevant place and shall not
be entitled to further interest or other payment in respect of such delay. For
these purposes, "PAYMENT DAY" means any day which (subject to Condition 8) is:

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

                  (A)      the relevant place of presentation;

                  (B)      London;

                  (C)      any Additional Financial Centre specified in the
                           applicable Pricing Supplement; and

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

(f)      INTERPRETATION OF PRINCIPAL AND INTEREST

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

         (i)      any additional amounts which may be payable with respect to
                  principal under Condition 7;

         (ii)     the Final Redemption Amount of the Notes;

         (iii)    the Early Redemption Amount of the Notes;

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

         (v)      in relation to Notes redeemable in instalments, the Instalment
                  Amounts;

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

<PAGE>

         (vii)    any premium and any other amounts (other than interest) which
                  may be payable by the Issuer under or in respect of the Notes.

         Any reference in these Terms and Conditions to interest in respect of
the Notes shall be deemed to include, as applicable, any additional amounts
which may be payable with respect to interest under Condition 7.

6        REDEMPTION AND PURCHASE

(a)      REDEMPTION AT MATURITY

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

(b)      REDEMPTION FOR TAX REASONS

         If (i) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in
the official application (including a ruling by a court of competent
jurisdiction in the United States) or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after the Issue Date of the first Tranche of the Notes, the Issuer becomes or
will become obligated to pay Additional Amounts with respect to the Notes,
Coupons or Receipts as provided in Condition 7 or (ii) any act is taken by a
taxing authority of the United States on or after the Issue Date of the first
Tranche of the Notes, whether or not such act is taken with respect to the
Issuer or any affiliate, that results in a substantial likelihood that the
Issuer will or may be required to pay such Additional Amounts, then the Issuer
may, at its option, redeem, as a whole, but not in part, the Notes on not less
than 30 nor more than 60 days' prior notice (ending, in the case of Floating
Rate Notes or Index Linked Interest Notes, on an Interest Payment Date), at
their Early Redemption Amount calculated in accordance with Condition 6(e)),
together with accrued interest (if any) thereon, to but excluding the due date
for redemption; provided that the Issuer determines, in its business judgment,
that the obligation to pay such Additional Amounts cannot be avoided by the use
of reasonable measures available to it, not including substitution of the
obligor under the Notes or any action that would entail a material cost to the
Issuer.

         No redemption pursuant to (ii) above may be made unless the Issuer
shall have received an opinion of independent counsel to the effect that an act
taken by a taxing authority of the United States results in a substantial
likelihood that it will or may be required to pay the Additional Amounts
described above and the Issuer shall have delivered to the Agent a certificate,
signed by a duly authorised officer, stating that based on such opinion the
Issuer is entitled to redeem the Notes pursuant to this provision.

(c)      REDEMPTION AT THE OPTION OF THE ISSUER (ISSUER CALL)

         If Issuer Call is specified in the applicable Pricing Supplement, the
         Issuer may, having given:

         (i)      not less than 15 nor more than 30 days' notice to the
                  Noteholders in accordance with Condition 13; and

         (ii)     not less than 15 days before the giving of the notice referred
                  to in (i), notice to the Agent;

         (which notices shall be irrevocable and shall specify the date fixed
         for redemption), redeem all or some only of the Notes then outstanding
         on any Optional Redemption Date and at the Optional Redemption
         Amount(s) specified in, or determined in the manner specified in, the
         applicable Pricing Supplement together, if appropriate, with interest
         accrued to (but excluding) the relevant Optional Redemption Date. Any
         such redemption must be of a nominal amount at least equal to the
         Minimum Redemption Amount or not greater than the Maximum Redemption
         Amount. In the case of a partial redemption of Notes, the Notes to be
         redeemed ("REDEEMED NOTES") will be selected individually by lot, in
         the case of Redeemed Notes represented by definitive Notes, and in
         accordance with the rules of Euroclear and/or Clearstream, Luxembourg,
         in the case of Redeemed Notes represented by a Global Note, not more
         than 30 days prior to the date fixed for redemption (such date of
         selection being hereinafter called the "SELECTION DATE"). In the case
         of Redeemed Notes represented by definitive Notes, a list of the serial
         numbers of such Redeemed Notes will be published in accordance with
         Condition 13 not less than 15 days prior to the date fixed for
         redemption. The aggregate nominal amount of Redeemed Notes represented
         by definitive Notes shall bear the same proportion to the aggregate
         nominal amount of all Redeemed Notes as the aggregate nominal amount of
         definitive Notes outstanding bears to the aggregate nominal amount of
         the Notes outstanding, in each case on the Selection Date, provided
         that such first mentioned nominal amount shall, if necessary, be

<PAGE>

         rounded downwards to the nearest integral multiple of the Specified
         Denomination, and the aggregate nominal amount of Redeemed Notes
         represented by a Global Note shall be equal to the balance of the
         Redeemed Notes. No exchange of the relevant Global Note will be
         permitted during the period from (and including) the Selection Date to
         (and including) the date fixed for redemption pursuant to this
         paragraph (c) and notice to that effect shall be given by the Issuer to
         the Noteholders in accordance with Condition 13 at least five days
         prior to the Selection Date.

(d)      REDEMPTION AT THE OPTION OF THE NOTEHOLDERS (INVESTOR PUT)

         If Investor Put is specified in the applicable Pricing Supplement, upon
the holder of any Note giving to the Issuer in accordance with Condition 13 not
less than 15 nor more than 30 days' notice the Issuer will, upon the expiry of
such notice, redeem, subject to, and in accordance with, the terms specified in
the applicable Pricing Supplement, such Note on the Optional Redemption Date and
at the Optional Redemption Amount together, if appropriate, with interest
accrued to (but excluding) the Optional Redemption Date.

         If this Note is in definitive form, to exercise the right to require
redemption of this Note the holder of this Note must deliver such Note at the
specified office of any Paying Agent at any time during normal business hours of
such Paying Agent falling within the notice period, accompanied by a duly
completed and signed notice of exercise in the form (for the time being current)
obtainable from any specified office of any Paying Agent (a "Put Notice") and in
which the holder must specify a bank account (or, if payment is required to be
made by cheque, an address) to which payment is to be made under this Condition.

         Any Put Notice given by a holder of any Note pursuant to this paragraph
shall be irrevocable except where prior to the due date of redemption an Event
of Default shall have occurred and be continuing in which event such holder, at
its option, may elect by notice to the Issuer to withdraw the notice given
pursuant to this paragraph and instead to declare such Note forthwith due and
payable pursuant to Condition 9.

(e)      EARLY REDEMPTION AMOUNTS

         For the purpose of paragraph (b) above and Condition 9, each Note will
be redeemed at the Early Redemption Amount calculated as follows:

         (i)      in the case of a Note with a Final Redemption Amount equal to
                  the Issue Price, at the Final Redemption Amount thereof;

         (ii)     in the case of a Note (other than a Zero Coupon Note but
                  including an Instalment Note and a Partly Paid Note) with a
                  Final Redemption Amount which is or may be less or greater
                  than the Issue Price or which is payable in a Specified
                  Currency other than that in which the Notes are denominated,
                  at the amount specified in, or determined in the manner
                  specified in, the applicable Pricing Supplement or, if no such
                  amount or manner is so specified in the applicable Pricing
                  Supplement, at its nominal amount; or

         (iii)    in the case of a Zero Coupon Note, at an amount ( the
                  "AMORTISED FACE AMOUNT") calculated in accordance with the
                  following formula::

                    Early Redemption Amount = RP X (1 + AY)(y)

where:

"RP"     means the Reference Price;

"AY"     means the Accrual Yield expressed as a decimal; and

"y"      is a fraction the numerator of which is equal to the number of days
         (calculated on the basis of a 360-day year consisting of 12 months of
         30 days each) from (and including) the Issue Date of the first Tranche
         of the Notes to (but excluding) the date fixed for redemption or (as
         the case may be) the date upon which such Note becomes due and
         repayable and the denominator of which is 360,

or on such other calculation basis as may be specified in the applicable Pricing
Supplement.

(f)      INSTALMENTS

         Instalment Notes will be redeemed in the Instalment Amounts and on the
Instalment Dates. In the case of early redemption, the Early Redemption Amount
will be determined pursuant to paragraph (e) above.

<PAGE>

(g)      PARTLY PAID NOTES

         Partly Paid Notes will be redeemed, whether at maturity, early
redemption or otherwise, in accordance with the provisions of this Condition and
the applicable Pricing Supplement.

(h)      PURCHASES

         The Issuer or any Subsidiary of the Issuer may at any time purchase
Notes (provided that, in the case of definitive Notes, all unmatured Receipts,
Coupons and Talons appertaining thereto are purchased therewith) at any price in
the open market or otherwise. Such Notes may be held, reissued, resold or, at
the option of the Issuer, surrendered to any Paying Agent for cancellation.

(i)      CANCELLATION

         All Notes which are redeemed will forthwith be cancelled (together with
all unmatured Receipts, Coupons and Talons attached thereto or surrendered
therewith at the time of redemption). All Notes so cancelled and the Notes
purchased and cancelled pursuant to paragraph (h) above (together with all
unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded
to the Agent and cannot be reissued or resold.

(j)      LATE PAYMENT ON ZERO COUPON NOTES

         If the amount payable in respect of any Zero Coupon Note upon
redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d)
above or upon its becoming due and repayable as provided in Condition 9 is
improperly withheld or refused, the amount due and repayable in respect of such
Zero Coupon Note shall be the amount calculated as provided in paragraph
(e)(iii) above as though the references therein to the date fixed for the
redemption or the date upon which such Zero Coupon Note becomes due and payable
were replaced by references to the date which is the earlier of:

         (i)      the date on which all amounts due in respect of such Zero
                  Coupon Note have been paid; and

         (ii)     five days after the date on which the full amount of the
                  moneys payable in respect of such Zero Coupon Note has been
                  received by the Agent and notice to that effect has been given
                  to the Noteholders in accordance with Condition 13.

7        TAXATION

         (a) The Issuer will, subject to the exceptions and limitations set
forth below, pay to the holder of any Note, Receipt or Coupon who is a United
States Alien (as defined below) as additional interest such additional amounts
("ADDITIONAL AMOUNTS") as may be necessary so that every net payment on such
Note, Receipt or Coupon, after deduction or other withholding for or on account
of any present or future tax, assessment or governmental charge ("Tax") imposed
upon such holder with respect to such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided in such Note, Receipt or Coupon to be then due and
payable. However, the Issuer will not be required to make any payment of
Additional Amounts for or on account of:

         (i)      any Tax that would not have been so imposed but for (1) the
                  existence of any present or former connection between such
                  holder or any beneficial owner of such Note, Receipt or Coupon
                  (or between a fiduciary, settlor, beneficiary, member or
                  shareholder of, or a person holding a power over, such holder
                  or beneficial owner, if such holder or beneficial owner is an
                  estate, trust, partnership or corporation) and the United
                  States or any political subdivision or taxing authority
                  thereof or therein, including, without limitation, being or
                  having been a citizen or resident or treated as a 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, (2) the presentation of any
                  Note, any Receipt or any Coupon for payment on a date more
                  than 10 days after the date on which such payment became due
                  and payable or the date on which payment thereof was duly
                  provided for, whichever occurred later, or (3) such holder's
                  or beneficial owner's present or former status as a personal
                  holding company, foreign personal holding company, passive
                  foreign investment company, or controlled foreign corporation
                  for United States tax purposes, a private foundation or other
                  foreign tax-exempt organization (as those terms are used for
                  United States tax purposes), or a corporation that accumulates
                  earnings to avoid United States Federal income tax;

         (ii)     any estate, inheritance, gift, sales, transfer, wealth,
                  personal property or similar Tax;

<PAGE>
         (iii)    any Tax that is payable otherwise than by deduction or
                  withholding from a payment on a Note, Receipt or Coupon;

         (iv)     any Tax required to be withheld or deducted by any Paying
                  Agent in respect of any payment on a Note, Receipt or Coupon
                  where such withholding or deduction could have been avoided by
                  presenting the relevant Note, Receipt or Coupon to another
                  Paying Agent;

         (v)      any Tax that would not have been imposed but for a failure to
                  comply with any applicable certification, information,
                  identification, documentation or other reporting requirements
                  concerning the nationality, residence, identity or connection
                  with the United States of the holder or beneficial owner of a
                  Note, Receipt or Coupon if, without regard to any tax
                  treaties, such compliance is required as a precondition to
                  relief or exemption from such Tax;

         (vi)     any Tax imposed on interest received or beneficially owned by
                  (1) a person that actually or constructively holds 10 per
                  cent. or more of the total combined voting power of all
                  classes of stock of the Issuer entitled to vote or (2) a bank
                  on an extension of credit made pursuant to a loan agreement
                  entered into in the ordinary course of its trade or business;

         (vii)    any Tax imposed on any payment on a Note, Receipt or Coupon to
                  a holder who is a fiduciary or partnership or other than the
                  sole beneficial owner of such payment to the extent a
                  beneficiary or settlor with respect to such fiduciary, a
                  member of such partnership or the beneficial owner would not
                  have been entitled to the Additional Amounts had such
                  beneficiary, settlor, member or beneficial owner been the
                  holder of such Note, Receipt or Coupon;

         (viii)   any Tax which would not have been imposed but for the fact
                  that such Note, Receipt or Coupon constitutes a "United States
                  real property interest" as defined in section 897(c)(1) of the
                  United States Internal Revenue Code of 1986, as amended, with
                  respect to the beneficial owner of such Note, Receipt or
                  Coupon;

         (ix)     any Tax payable by means of deduction or withholding imposed
                  on a payment to an individual and required to be made pursuant
                  to European Council Directive 2003/48/EC or any other
                  Directive implementing the conclusions of the ECOFIN Council
                  meeting of 26-27 November, 2000 on the taxation of savings
                  income or any law implementing or complying with, or
                  introduced in order to conform to such Directive; or

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

         (b) Except as otherwise indicated, for purposes of these Terms and
Conditions:

                  (i)      "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;

                  (ii)     "United States person" means (i) an individual who is
                           a citizen or resident of the United States, (ii) a
                           corporation, partnership or other entity created or
                           organised in or under the laws of the United States
                           or any state thereof (including the District of
                           Columbia), (iii) an estate the income of which is
                           subject to United States Federal income taxation
                           regardless of its source, (iv) a trust, the
                           administration of which is subject to the primary
                           supervision of a court within the United States and
                           all substantial decisions of which are subject to the
                           control of one or more United States persons, or (v)
                           a trust in existence on 20 August, 1996, treated as a
                           United States person prior to such date that was
                           eligible to elect under applicable Treasury
                           Regulations, and did elect, to be treated as a United
                           States person; and

                  (iii)    "United States Alien" means any person who is not a
                           United States person.

         If the Issuer shall determine, based upon a written opinion of
independent counsel of recognised standing, that any payment made outside the
United States by the Issuer or any Paying Agent of any amount of principal or
interest due with respect to any Note, Receipt or Coupon would be subject to any
certification, documentation, information or other reporting requirement of any
kind under any present or future United States laws or regulations, the effect
of which requirement would be the disclosure to the Issuer, any Paying Agent or
any governmental authority of the nationality, residence or identity (as
distinguished from status as a United States Alien) of a beneficial owner of
such Note, Receipt or Coupon who is a United States Alien (other than a
requirement (a) that would not be applicable to a payment made by the Issuer or
any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner, or (b) that can be satisfied by
such custodian, nominee or other agent certifying to the effect that the
beneficial owner is a United States Alien, provided that, in any case referred
to in clauses (a)(ii) or (b), payment by the custodian, nominee or
<PAGE>

other agent to the beneficial owner is not otherwise subject to any such
requirement, or (c) that would not be applicable to a payment by at least one
Paying Agent), the Issuer shall at its option either (x) redeem all (but not
some only) of the outstanding Notes, at their Early Redemption Amount together
with accrued interest (if any) thereon, or (y) if the conditions of the next
succeeding paragraph are satisfied, pay the Additional Amounts specified in such
paragraph. The Issuer shall make such determination as soon as practicable and
publish prompt notice thereof in the manner specified in Condition 13 (the
"DETERMINATION NOTICE"), stating the effective date of such certification,
documentation, information or other reporting requirement, whether the Issuer
will redeem the Notes or pay the Additional Amounts specified in the next
succeeding paragraph, and (if applicable) the last date by which the redemption
of the Notes must take place, as provided in the next succeeding sentence. If
the Notes are to be redeemed pursuant to this paragraph, such redemption shall
take place on such date (which date, in the case of Floating Rate Notes or Index
Linked Interest Notes, shall be an Interest Payment Date), not later than one
year after the publication of the Determination Notice, as the Issuer shall
elect by notice to the Agent at least 30 days before the date fixed for
redemption. Notice of such redemption of the Notes will be given to the
Noteholders by publication in the manner specified in Condition 13, the
publication to be not less than 30 days nor more than 60 days prior to the date
fixed for redemption. Notwithstanding the foregoing, the Issuer shall not so
redeem the Notes if the Issuer shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments in respect
of the Notes, Receipts and Coupons would not be subject to any such
certification, documentation, information or other reporting requirement, in
which case the Issuer shall give prompt notice of such subsequent determination
by publication in the manner specified in Condition 13 and any earlier
redemption notice shall be revoked and of no further effect.

         (c) Notwithstanding the foregoing, if and so long as the certification,
documentation, information or other reporting requirement referred to in the
preceding paragraph would be fully satisfied by payment of a backup withholding
tax or similar charge, the Issuer may elect, prior to publication of the
Determination Notice, to pay as additional interest such Additional Amounts as
may be necessary so that every net payment made outside the United States
following the effective date of such requirement by the Issuer or any Paying
Agent in respect of any Note, any Receipt or any Coupon of which the beneficial
owner is a United States Alien (but without any requirement that the
nationality, residence or identity, other than status as a United States Alien,
of such beneficial owner be disclosed to the Issuer, any Paying Agent or any
governmental authority), after deducting or withholding for or on account of
such backup withholding tax or similar charge (other than a backup withholding
tax or similar charge that (i) would not be applicable in the circumstances
referred to in the first parenthetical clause of the first sentence of the
preceding paragraph, (ii) is imposed as a result of presentation of such Note,
Receipt or Coupon for payment more than 10 days after the date on which such
payment became due and payable or on which payment thereof was duly provided
for, whichever occurred later, or (iii) is imposed as a result of the fact that
the Issuer or any Paying Agent has actual knowledge that the beneficial owner of
such Note, Receipt or Coupon is within the category of persons described above
in paragraph (a)(i)(1) and (a)(i)(2) of this Condition), will not be less than
the amount provided for in such Note, Receipt or Coupon to be then due and
payable. If the Issuer elects to pay Additional Amounts pursuant to this
paragraph, the Issuer shall continue to have the right to redeem all (but not
some only) of the Notes at any time (in the case of Notes other than Floating
Rate Notes and Index Interest Linked Interest Notes) or on any Interest Payment
Date (in the case of Floating Rate Notes or Index Linked Interest Notes) subject
to the provisions of the last two sentences of the immediately preceding
paragraph. If the Issuer elects to pay Additional Amounts pursuant to this
paragraph, and the condition specified in the first sentence of this paragraph
can no longer be satisfied, then the Issuer shall redeem the Notes pursuant to
the provisions of the immediately preceding paragraph.

8        PRESCRIPTION

         The Notes, Receipts and Coupons will become void unless presented for
payment within a period of 10 years (in the case of principal) and five years
(in the case of interest) after the Relevant Date therefor.

         As used in these Terms and Conditions, the "RELEVANT DATE" means the
date on which a payment in respect of a Note, Receipt or Coupon first becomes
due, except that, if the full amount of the moneys payable has not been duly
received by the Agent on or prior to such due date, it means the date on which,
the full amount of such moneys having been so received, notice to that effect is
duly given to the Noteholders in accordance with Condition 13.

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

<PAGE>

9        EVENTS OF DEFAULT

         Any one of the following events shall be "EVENTS OF DEFAULT" (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (1)      default in the payment of the principal of any Note when due;
                  or

         (2)      default in the payment of any interest upon any Note when it
                  becomes due and payable, and continuance of such default for a
                  period of 30 days or more; or

         (3)      default in the performance, or breach, of any other covenant
                  of the Issuer in any Note, and continuance of such default or
                  breach for a period of 60 days after there has been given, by
                  registered or certified mail, to the Issuer by Noteholders
                  holding at least 25 per cent. in aggregate principal amount of
                  the Notes at the time outstanding a written notice specifying
                  such default or breach and requiring it to be remedied and
                  stating that such notice is a "Notice of Default" hereunder;
                  or

         (4)      default under any mortgage, indenture or instrument under
                  which there is issued, or which secures or evidences, any
                  indebtedness for borrowed money of the Issuer or any
                  Restricted Subsidiary now existing or hereinafter created,
                  which default shall constitute a failure to pay principal of
                  such indebtedness in an amount exceeding U.S.$50,000,000 when
                  due and payable (other than as a result of acceleration),
                  after expiration of any applicable grace period with respect
                  thereto, or shall have resulted in an aggregate principal
                  amount of such indebtedness exceeding U.S.$50,000,000 becoming
                  or being declared due and payable prior to the date on which
                  it would otherwise have become due and payable, without such
                  indebtedness having been discharged or such acceleration
                  having been rescinded or annulled within a period of 30 days
                  after there has been given by registered or certified mail, to
                  the Issuer by Noteholders holding at least 25 per cent. in
                  aggregate principal amount of the Notes at the time
                  outstanding, a written notice specifying such default with
                  respect to the other indebtedness and requiring the Issuer to
                  cause such indebtedness to be discharged or cause such
                  acceleration to be rescinded or annulled and stating that such
                  notice is a "Notice of Default" hereunder; or

         (5)      the entry by a court having jurisdiction in the premises of
                  (A) a decree or order for relief in respect of the Issuer in
                  an involuntary case or proceeding under any applicable United
                  States Federal or State bankruptcy, insolvency, reorganisation
                  or other similar law or (B) a decree or order adjudging the
                  Issuer bankrupt or insolvent, or approving as properly filed a
                  petition seeking reorganisation, arrangement, adjustment or
                  composition of or in respect of the Issuer under any
                  applicable United States Federal or State law, or appointing a
                  custodian, receiver, liquidator, assignee, trustee,
                  sequestrator or other similar official of the Issuer or of any
                  substantial part of its property, or ordering the winding up
                  or liquidation of its affairs, and the continuance of any such
                  decree or order for relief or any such other decree or order
                  unstayed and in effect for a period of 60 consecutive days; or

         (6)      the commencement by the Issuer of a voluntary case or
                  proceeding under any applicable United States Federal or State
                  bankruptcy, insolvency, reorganisation or other similar law or
                  of any other case or proceeding to be adjudicated a bankrupt
                  or insolvent, or the consent by it to the entry of a decree or
                  order for relief in respect of the Issuer in an involuntary
                  case or proceeding under any applicable United States Federal
                  or State bankruptcy, insolvency, reorganisation or other
                  similar law or to the commencement of any bankruptcy or
                  insolvency case or proceeding against it, or the filing by it
                  of a petition or answer or consent seeking reorganisation or
                  relief under any applicable United States Federal or State
                  law, or the consent by it to the filing of such petition or to
                  the appointment of or taking possession by a custodian,
                  receiver, liquidator, assignee, trustee, sequestrator or
                  similar official of the Issuer or of any substantial part of
                  its property, or the making by it of an assignment for the
                  benefit of creditors, or the admission by it in writing of its
                  inability to pay its debts generally as they become due, or
                  the taking of corporate action by the Issuer in furtherance of
                  any such action.

         If an Event of Default occurs and is continuing, then in every such
case each Noteholder may declare the Notes held by such Noteholder to be due and
payable immediately, by a notice in writing to the Issuer in accordance with
Condition 13, and upon any such declaration such Notes shall become immediately
due and payable at their Early Redemption Amount together with interest accrued
to the date of redemption.

<PAGE>

10       REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

         Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated,
defaced or destroyed, it may be replaced at the specified office of the Agent
upon payment by the claimant of such costs and expenses as may be incurred in
connection therewith and on such terms as to evidence and indemnity as the
Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or
Talons must be surrendered before replacements will be issued.

11       PAYING AGENTS

         The names of the initial Paying Agents and their initial specified
offices are set out below.

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

         (i)      there will at all times be an Agent;

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

         (iii)    the Issuer undertakes that it will ensure that it maintains a
                  Paying Agent in a Member State of the European Union that is
                  not obliged to withhold or deduct tax pursuant to European
                  Council Directive 2003/48/EC or any other Directive
                  implementing the conclusions of the ECOFIN Council meeting of
                  26th-27th November, 2000 or any law implementing or complying
                  with, or introduced in order to conform to, such Directive.

         In addition, the Issuer shall forthwith appoint a Paying Agent having a
specified office in New York City in the circumstances described in Condition
5(d). Any variation, termination, appointment or change shall only take effect
(other than in the case of insolvency, when it shall be of immediate effect)
after not less than 30 nor more than 45 days' prior notice thereof shall have
been given to the Noteholders in accordance with Condition 13.

         In acting under the Agency Agreement, the Paying Agents act solely as
agents of the Issuer and do not assume any obligation to, or relationship of
agency or trust with, any Noteholders, Receiptholders or Couponholders. The
Agency Agreement contains provisions permitting any entity into which any Paying
Agent is merged or converted or with which it is consolidated or to which it
transfers all or substantially all of its assets to become the successor paying
agent.

12       EXCHANGE OF TALONS

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

13       NOTICES

         All notices regarding the Notes will be deemed to be validly given if
published (i) in a leading English language daily newspaper of general
circulation in London and (ii) if and for so long as the Notes are listed on the
Luxembourg Stock Exchange, a daily newspaper of general circulation in
Luxembourg. It is expected that such publication will be made in the Financial
Times in London and the Luxemburger Wort in Luxembourg. The Issuer shall also
ensure that notices are duly published in a manner which complies with the rules
and regulations of any stock exchange or other relevant authority on which the
Notes are for the time being listed or by which they have been admitted to
listing. Any such notice will be deemed to have been given on the date of the
first publication or, where required to be published in more than one newspaper,
on the date of the first publication in all required newspapers.

         The following sentence will not apply if not permitted by any relevant
stock exchange (or any other relevant authority). Until such time as any
definitive Notes are issued, there may, so long as any Global Notes representing
the Notes are held in their entirety on behalf of Euroclear and/or Clearstream,
Luxembourg, be substituted for such publication in such newspaper(s) the
delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for
communication by them to the holders of the Notes. Any such notice shall be
deemed to have

<PAGE>

been given to the holders of the Notes on the fourth weekday after the day on
which the said notice was given to Euroclear and/or Clearstream, Luxembourg.

         Notices to be given by any Noteholder to the Issuer shall be in writing
and given by lodging the same, together (in the case of any Note in definitive
form) with the relative Note or Notes, with the Agent. Whilst any of the Notes
are represented by a Global Note, such notice may be given by any holder of a
Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case
may be, in such manner as the Agent and Euroclear and/or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.

14       MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

         The Agency Agreement contains provisions for convening meetings of the
Noteholders to consider any matter affecting their interests, including the
sanctioning by Extraordinary Resolution of a modification of the Notes, the
Receipts, the Coupons or any of the provisions of the Agency Agreement. Such a
meeting may be convened by the Issuer or Noteholders holding not less than 10
per cent. in nominal amount of the Notes for the time being remaining
outstanding. The quorum at any such meeting for passing an Extraordinary
Resolution is one or more persons holding or representing not less than 50 per
cent. in nominal amount of the Notes for the time being outstanding, or at any
adjourned meeting one or more persons being or representing Noteholders whatever
the nominal amount of the Notes so held or represented, except that at any
meeting the business of which includes the modification of certain provisions of
the Notes, the Receipts or the Coupons (including modifying the date of maturity
of the Notes or any date for payment of interest thereon, reducing or cancelling
the amount of principal or the rate of interest payable in respect of the Notes
or altering the currency of payment of the Notes, the Receipts or the Coupons),
the quorum shall be one or more persons holding or representing not less than
two-thirds in nominal amount of the Notes for the time being outstanding, or at
any adjourned such meeting one or more persons holding or representing not less
than one-third in nominal amount of the Notes for the time being outstanding. An
Extraordinary Resolution passed at any meeting of the Noteholders shall be
binding on all the Noteholders, whether or not they are present at the meeting,
and on all Receiptholders and Couponholders.

         The Agent and Issuer may agree, without the consent of the Noteholders,
Receiptholders or Couponholders, to:

         (i)      any modification (except as mentioned above) of the Agency
                  Agreement which is not prejudicial to the interests of the
                  Noteholders; or

         (ii)     any modification of the Notes, the Receipts, the Coupons or
                  the Agency Agreement which is of a formal, minor or technical
                  nature or is made to correct a manifest error or to comply
                  with mandatory provisions of the law.

         Any such modification shall be binding on the Noteholders, the
Receiptholders and the Couponholders and any such modification shall be notified
to the Noteholders in accordance with Condition 13 as soon as practicable
thereafter.

15       FURTHER ISSUES

         The Issuer shall be at liberty from time to time without the consent of
the Noteholders, the Receiptholders or the Couponholders to create and issue
further notes having terms and conditions the same as the Notes or the same in
all respects save for the amount and date of the first payment of interest
thereon and so that the same shall be consolidated and form a single Series with
the outstanding Notes.

16       GOVERNING LAW

         The Agency Agreement, the Notes, the Receipts and the Coupons are
governed by, and shall be construed in accordance with, the laws of the State of
New York.

17       WAIVER AND REMEDIES

         No right or remedy herein conferred upon or reserved to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. To the extent permitted by applicable law, the
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

<PAGE>

         To the extent permitted by applicable law, no delay or omission of any
Noteholder to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by these
Terms and Conditions or by law to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Noteholders, as the case
may be.

<PAGE>

                                       54

                                      AGENT

                                 CITIBANK, N.A.

                               5 Carmelite Street
                                 London EC4Y 0PA
                                     England

                               OTHER PAYING AGENTS

             DEXIA BANQUE INTERNATIONAL A LUXEMBOURG SOCIETE ANONYME
                                 69 route d'Esch
                                L-2953 Luxembourg

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

<PAGE>


                                       55

                                   SCHEDULE 3

                               FORM OF PUT NOTICE

                     INTERNATIONAL FINANCE LEASE CORPORATION
                       [TITLE OF RELEVANT SERIES OF NOTES]

By depositing this duly completed Notice with any Paying Agent for the above
Series of Notes (the "NOTES") the undersigned holder of such Notes surrendered
with this Notice and referred to below irrevocably exercises its option to have
[the full/________] nominal amount of such Notes redeemed in accordance with
Condition 6(d) on [redemption date].

This Notice relates to Notes in the aggregate nominal amount of________ bearing
the following serial numbers:
________________________________________________________________________________

If the Notes referred to above are to be returned(1) to the undersigned under
clause 10(4) of the Agency Agreement, they should be returned by post to:
_______________________________________________________________

PAYMENT INSTRUCTIONS

Please make payment in respect of the above-mentioned Notes by [cheque posted to
the above address/transfer to the following bank account](2):

Bank:                __________________      Branch Address: ___________________

Branch Code:         __________________      Account Number: ___________________

Signature of holder: __________________

                   [To be completed by recipient Paying Agent]

Details of missing unmatured Coupons __________________(3)

Received by:      _______________________________________
                      [Signature and stamp of Paying Agent]

At its office at: ______________________                  On: __________________

NOTES:

(1)      The Agency Agreement provides that Notes so returned will be sent by
         post, uninsured and at the risk of the Noteholder, unless the
         Noteholder otherwise requests and pays the costs of such insurance to
         the relevant Paying Agent at the time of depositing the Note referred
         to above.

(2)      Delete as applicable.

(3)      Only relevant for Fixed Rate Notes (which are not also Index Linked
         Redemption Notes) in definitive form.

N.B.     THE PAYING AGENT WITH WHOM THE ABOVE-MENTIONED NOTES ARE DEPOSITED WILL
         NOT IN ANY CIRCUMSTANCES BE LIABLE TO THE DEPOSITING NOTEHOLDER OR ANY
         OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM ANY ACT, DEFAULT OR
         OMISSION OF SUCH PAYING AGENT IN RELATION TO THE SAID NOTES OR ANY OF
         THEM UNLESS SUCH LOSS OR DAMAGE WAS CAUSED BY THE DEFAULT, NEGLIGENCE
         OR BAD FAITH OF SUCH PAYING AGENT OR ITS DIRECTORS, OFFICERS OR
         EMPLOYEES.

This Put Notice is not valid unless all of the paragraphs requiring completion
are duly completed. Once validly given this Put Notice is irrevocable except in
the circumstances set out in clause 10(4) of the Agency Agreement.

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                                       56

                                   SCHEDULE 4

                     PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1.       (1)      As used in this Schedule the following expressions shall have
                  the following meanings unless the context otherwise requires:

                  (i)      "VOTING CERTIFICATE" shall mean an English language
                           certificate issued by a Paying Agent and dated in
                           which it is stated:

                           (a)      that on the date thereof Notes (not being
                                    Notes in respect of which a block voting
                                    instruction has been issued and is
                                    outstanding in respect of the meeting
                                    specified in such voting certificate and any
                                    adjourned such meeting) bearing specified
                                    serial numbers were deposited with such
                                    Paying Agent or (to the satisfaction of such
                                    Paying Agent) were held to its order or
                                    under its control and that no such Notes
                                    will cease to be so deposited or held until
                                    the first to occur of:

                                    (1)      the conclusion of the meeting
                                             specified in such certificate or,
                                             if applicable, any adjourned such
                                             meeting; and

                                    (2)      the surrender of the certificate to
                                             the Paying Agent who issued the
                                             same; and

                           (b)      that the bearer thereof is entitled to
                                    attend and vote at such meeting and any
                                    adjourned such meeting in respect of the
                                    Notes represented by such certificate;

                  (ii)     "BLOCK VOTING INSTRUCTION" shall mean an English
                           language document issued by a Paying Agent and dated
                           in which:

                           (a)      it is certified that Notes (not being Notes
                                    in respect of which a voting certificate has
                                    been issued and is outstanding in respect of
                                    the meeting specified in such block voting
                                    instruction and any adjourned such meeting)
                                    have been deposited with such Paying Agent
                                    or (to the satisfaction of such Paying
                                    Agent) were held to its order or under its
                                    control and that no such Notes will cease to
                                    be so deposited or held until the first to
                                    occur of:

                                    (1)      the conclusion of the meeting
                                             specified in such document or, if
                                             applicable, any adjourned such
                                             meeting; and

                                    (2)      the surrender to the Paying Agent
                                             not less than 48 hours before the
                                             time for which such meeting or any
                                             adjourned such meeting is convened
                                             of the receipt issued by such
                                             Paying Agent in respect of each
                                             such deposited Note which is to be
                                             released or (as the case may
                                             require) the Note or Notes ceasing
                                             with the agreement of the Paying
                                             Agent to be held to its order or
                                             under its control and the giving of
                                             notice by the Paying Agent to the
                                             Issuer in accordance with

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                                       57

                                             paragraph 17 hereof of the
                                             necessary amendment to the block
                                             voting instruction;

                           (b)      it is certified that each holder of such
                                    Notes has instructed such Paying Agent that
                                    the vote(s) attributable to the Note or
                                    Notes so deposited or held should be cast in
                                    a particular way in relation to the
                                    resolution or resolutions to be put to such
                                    meeting or any adjourned such meeting and
                                    that all such instructions are during the
                                    period commencing 48 hours prior to the time
                                    for which such meeting or any adjourned such
                                    meeting is convened and ending at the
                                    conclusion or adjournment thereof neither
                                    revocable nor capable of amendment;

                           (c)      the total number, total nominal amount and
                                    the serial numbers (if available) of the
                                    Notes so deposited or held are listed
                                    distinguishing with regard to each such
                                    resolution between those in respect of which
                                    instructions have been given as aforesaid
                                    that the votes attributable thereto should
                                    be cast in favour of the resolution and
                                    those in respect of which instructions have
                                    been so given that the votes attributable
                                    thereto should be cast against the
                                    resolution; and

                           (d)      one or more persons named in such document
                                    (each hereinafter called a "PROXY") is or
                                    are authorised and instructed by such Paying
                                    Agent to cast the votes attributable to the
                                    Notes so listed in accordance with the
                                    instructions referred to in paragraph (c)
                                    above as set out in such document.

                           The holder of any voting certificate or the proxies
                           named in any block voting instruction shall for all
                           purposes in connection with the relevant meeting or
                           adjourned meeting of Noteholders be deemed to be the
                           holder of the Notes to which such voting certificate
                           or block voting instruction relates and the Paying
                           Agent with which such Notes have been deposited or
                           the person holding the same to the order or under the
                           control of such Paying Agent shall be deemed for such
                           purposes not to be the holder of those Notes.

         (2)      References herein to the "NOTES" are to the Notes in respect
                  of which the relevant meeting is convened.

2.       The Issuer may at any time and, upon a requisition in writing of
         Noteholders holding not less than ten per cent. in nominal amount of
         the Notes for the time being outstanding, shall convene a meeting of
         the Noteholders and if the Issuer makes default for a period of seven
         days in convening such a meeting the same may be convened by the
         requisitionists. Whenever the Issuer is about to convene any such
         meeting it shall forthwith give notice in writing to the Agent and the
         Dealers of the day, time and place thereof and of the nature of the
         business to be transacted thereat. Every such meeting shall be held at
         such time and place as the Agent may approve (such approval not to be
         unreasonably withheld or delayed).

3.       At least 21 days' notice (exclusive of the day on which the notice is
         given and the day on which the meeting is held) specifying the place,
         day and hour of the meeting shall be given to the Noteholders prior to
         any meeting of the Noteholders in the manner provided by Condition 13.
         Such notice shall state generally the nature of the business to be
         transacted at the meeting thereby convened but (except for an
         Extraordinary Resolution) it shall not be

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                                       58

         necessary to specify in such notice the terms of any resolution to be
         proposed. Such notice shall include a statement to the effect that
         Notes may be deposited with Paying Agents for the purpose of obtaining
         voting certificates or appointing proxies not less than 24 hours before
         the time fixed for the meeting or that, in the case of corporations,
         they may appoint representatives by resolution of their directors or
         other governing body. A copy of the notice shall be sent by post to the
         Issuer (unless the meeting is convened by the Issuer).

4.       Some person (who may but need not be a Noteholder) nominated in writing
         by the Issuer shall be entitled to take the chair at every such meeting
         but if no such nomination is made or if at any meeting the person
         nominated shall not be present within fifteen minutes after the time
         appointed for holding the meeting, the Noteholders present shall choose
         one of their number to be Chairman.

5.       At any such meeting one or more persons present holding Notes or voting
         certificates or being proxies and holding or representing in the
         aggregate not less than twenty per cent. in nominal amount of the Notes
         for the time being outstanding shall (except for the purpose of passing
         an Extraordinary Resolution) form a quorum for the transaction of
         business and no business (other than the choosing of a Chairman) shall
         be transacted at any meeting unless the requisite quorum be present at
         the commencement of business. The quorum at any such meeting for
         passing an Extraordinary Resolution shall (subject as provided below)
         be one or more persons present holding Notes or voting certificates or
         being proxies and holding or representing in the aggregate not less
         than 50 per cent. in nominal amount of the Notes for the time being
         outstanding PROVIDED THAT at any meeting the business of which includes
         any of the following matters (each of which shall only be capable of
         being effected after having been approved by Extraordinary Resolution)
         namely:

         (i)      modification of the Maturity Date of the Notes or reduction or
                  cancellation of the nominal amount payable upon maturity; or

         (ii)     reduction or cancellation of the amount payable or
                  modification of the payment date in respect of any interest in
                  respect of the Notes or variation of the method of calculating
                  the rate of interest in respect of the Notes; or

         (iii)    reduction of any Minimum Interest Rate and/or Maximum Interest
                  Rate specified in the applicable Pricing Supplement; or

         (iv)     modification of the currency in which payments under the Notes
                  are to be made; or

         (v)      modification of the majority required to pass an Extraordinary
                  Resolution; or

         (vi)     the sanctioning of any such scheme or proposal as is described
                  in paragraph 18(F) below; or

         (vii)    alteration of this proviso or the proviso to paragraph 6
                  below;

         the quorum shall be one or more persons present holding Notes or voting
         certificates or being proxies and holding or representing in the
         aggregate not less than two-thirds in nominal amount of the Notes for
         the time being outstanding.

6.       If within fifteen minutes after the time appointed for any such meeting
         a quorum is not present the meeting shall if convened upon the
         requisition of Noteholders be dissolved. In any other case it shall
         stand adjourned to the same day in the next week (or if such day is a

<PAGE>

                                       59

         public holiday the next succeeding business day) at the same time and
         place (except in the case of a meeting at which an Extraordinary
         Resolution is to be proposed in which case it shall stand adjourned for
         such period being not less than 14 days nor more than 42 days, and at
         such place as may be appointed by the Chairman and approved by the
         Agent) and at such adjourned meeting one or more persons present
         holding Notes or voting certificates or being proxies (whatever the
         nominal amount of the Notes so held or represented by them) shall
         (subject as provided below) form a quorum and shall (subject as
         provided below) have power to pass any Extraordinary Resolution or
         other resolution and to decide upon all matters which could properly
         have been dealt with at the meeting from which the adjournment took
         place had the requisite quorum been present PROVIDED THAT at any
         adjourned meeting the business of which includes any of the matters
         specified in the proviso to paragraph 5 above the quorum shall be one
         or more persons present holding Notes or voting certificates or being
         proxies and holding or representing in the aggregate not less than
         one-third in nominal amount of the Notes for the time being
         outstanding.

7.       Notice of any adjourned meeting at which an Extraordinary Resolution is
         to be submitted shall be given in the same manner as notice of an
         original meeting but as if 10 were substituted for 21 in paragraph 3
         above and such notice shall (except in cases where the proviso to
         paragraph 6 above shall apply when it shall state the relevant quorum)
         state that one or more persons present holding Notes or voting
         certificates or being proxies at the adjourned meeting whatever the
         nominal amount of the Notes held or represented by them will form a
         quorum. Subject as aforesaid it shall not be necessary to give any
         notice of an adjourned meeting.

8.       Every question submitted to a meeting shall be decided in the first
         instance by a show of hands and in case of equality of votes the
         Chairman shall both on a show of hands and on a poll have a casting
         vote in addition to the vote or votes (if any) to which he may be
         entitled as a Noteholder or as a holder of a voting certificate or as a
         proxy.

9.       At any meeting, unless a poll is (before or on the declaration of the
         result of the show of hands) demanded by the Chairman or the Issuer or
         by one or more persons present holding Notes or voting certificates or
         being proxies (whatever the nominal amount of the Notes so held by
         them), a declaration by the Chairman that a resolution has been carried
         or carried by a particular majority or lost or not carried by a
         particular majority shall be conclusive evidence of the fact without
         proof of the number or proportion of the votes recorded in favour of or
         against such resolution.

10.      Subject to paragraph 12 below, if at any such meeting a poll is so
         demanded it shall be taken in such manner and subject as hereinafter
         provided either at once or after an adjournment as the Chairman directs
         and the result of such poll shall be deemed to be the resolution of the
         meeting at which the poll was demanded as at the date of the taking of
         the poll. The demand for a poll shall not prevent the continuance of
         the meeting for the transaction of any business other than the motion
         on which the poll has been demanded.

11.      The Chairman may with the consent of (and shall if directed by) any
         such meeting adjourn the same from time to time and from place to place
         but no business shall be transacted at any adjourned meeting except
         business which might lawfully (but for lack of required quorum) have
         been transacted at the meeting from which the adjournment took place.

12.      Any poll demanded at any such meeting on the election of a Chairman or
         on any question of adjournment shall be taken at the meeting without
         adjournment.

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                                       60

13.      Any director or officer of the Issuer and its lawyers and financial
         advisers may attend and speak at any meeting. Save as aforesaid, but
         without prejudice to the proviso to the definition of "OUTSTANDING" in
         clause 1(2) of this Agreement, no person shall be entitled to attend
         and speak nor shall any person be entitled to vote at any meeting of
         the Noteholders or join with others in requisitioning the convening of
         such a meeting unless he either produces the Note or Notes of which he
         is the holder or a voting certificate or is a proxy. Neither the Issuer
         nor any of its Subsidiaries shall be entitled to vote at any meeting in
         respect of Notes held by it for the benefit of any such company and no
         other person shall be entitled to vote at any meeting in respect of
         Notes held by it for the benefit of any such company. Nothing herein
         contained shall prevent any of the proxies named in any block voting
         instruction from being a director, officer or representative of or
         otherwise connected with the Issuer.

14.      Subject as provided in paragraph 13 hereof at any meeting:

         (A)      on a show of hands every person who is present in person and
                  produces a Note or voting certificate or is a proxy shall have
                  one vote; and

         (B)      on a poll every person who is so present shall have one vote
                  in respect of:

                  (i)      in the case of a meeting of the holders of Notes all
                           of which are denominated in a single currency, each
                           minimum integral amount of such currency; and

                  (ii)     in the case of a meeting of the holders of Notes
                           denominated in more than one currency, each U.S.$1.00
                           or, in the case of a Note denominated in a currency
                           other than U.S. dollars, the equivalent of U.S.$1.00
                           in such currency at the Agent's spot buying rate for
                           the relevant currency against U.S. dollars at or
                           about 11.00 a.m. (London time) on the date of
                           publication of the notice of the relevant meeting (or
                           of the original meeting of which such meeting is an
                           adjournment),

                  or such other amount as the Agent shall in its absolute
                  discretion stipulate in nominal amount of Notes so produced or
                  represented by the voting certificate so produced or in
                  respect of which he is a proxy.

         Without prejudice to the obligations of the proxies named in any block
         voting instruction any person entitled to more than one vote need not
         use all his votes or cast all the votes to which he is entitled in the
         same way.

15.      The proxies named in any block voting instruction need not be
         Noteholders.

16.      Each block voting instruction together (if so requested by the Issuer)
         with proof satisfactory to the Issuer of its due execution on behalf of
         the relevant Paying Agent shall be deposited at such place as the Agent
         shall approve not less than 24 hours before the time appointed for
         holding the meeting or adjourned meeting at which the proxies named in
         the block voting instruction propose to vote and in default the block
         voting instruction shall not be treated as valid unless the Chairman of
         the meeting decides otherwise before such meeting or adjourned meeting
         proceeds to business. A certified copy of each block voting instruction
         shall be deposited with the Agent before the commencement of the
         meeting or adjourned meeting but the Agent shall not thereby be obliged
         to investigate or be concerned with the validity of or the authority of
         the proxies named in any such block voting instruction.

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                                       61

17.      Any vote given in accordance with the terms of a block voting
         instruction shall be valid notwithstanding the previous revocation or
         amendment of the block voting instruction or of any of the Noteholders'
         instructions pursuant to which it was executed PROVIDED THAT no
         intimation in writing of such revocation or amendment shall have been
         received from the relevant Paying Agent by the Issuer at its registered
         office (or such other place as may have been approved by the Agent for
         the purpose) by the time being 24 hours before the time appointed for
         holding the meeting or adjourned meeting at which the block voting
         instruction is to be used.

18.      A meeting of the Noteholders shall in addition to the powers
         hereinbefore given have the following powers exercisable by
         Extraordinary Resolution (subject to the provisions relating to quorum
         contained in paragraphs 5 and 6 above) only, namely:

         (a)      power to sanction any compromise or arrangement proposed to be
                  made between the Issuer and the Noteholders, Receiptholders
                  and Couponholders or any of them;

         (b)      power to sanction any abrogation, modification, compromise or
                  arrangement in respect of the rights of the Noteholders,
                  Receiptholders and Couponholders against the Issuer or against
                  any of its property whether such rights shall arise under this
                  Agreement, the Notes, the Receipts or the Coupons or
                  otherwise;

         (c)      power to assent to any modification of the provisions
                  contained in this Agreement or the Conditions, the Notes, the
                  Receipts or the Coupons which shall be proposed by the Issuer;

         (d)      power to give any authority or sanction which under the
                  provisions of this Agreement or the Notes is required to be
                  given by Extraordinary Resolution;

         (e)      power to appoint any persons (whether Noteholders or not) as a
                  committee or committees to represent the interests of the
                  Noteholders and to confer upon such committee or committees
                  any powers or discretions which the Noteholders could
                  themselves exercise by Extraordinary Resolution;

         (f)      power to sanction any scheme or proposal for the exchange or
                  sale of the Notes for, or the conversion of the Notes into or
                  the cancellation of the Notes in consideration of, shares,
                  stock, notes, bonds, debentures, debenture stock and/or other
                  obligations and/or securities of the Issuer or any other
                  company formed or to be formed, or for or into or in
                  consideration of cash, or partly for or into or in
                  consideration of such shares, stock, notes, bonds, debentures,
                  debenture stock and/or other obligations and/or securities as
                  aforesaid and partly for or into or in consideration of cash;
                  and

         (g)      power to approve the substitution of any entity in place of
                  the Issuer (or any previous substitute) as the principal
                  debtor in respect of the Notes, the Receipts and the Coupons.

19.      Any resolution passed at a meeting of the Noteholders duly convened and
         held in accordance with the provision hereof shall be binding upon all
         the Noteholders whether present or not present at such meeting and
         whether or not voting and upon all Couponholders and Receiptholders and
         each of them shall be bound to give effect thereto accordingly and the
         passing of any such resolution shall be conclusive evidence that the
         circumstances justify the passing thereof. Notice of the result of the
         voting on any resolution duly considered by the Noteholders shall be
         published in accordance with Condition 13 by the Issuer within 14 days

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                                       62

         of such result being known PROVIDED THAT the non-publication of such
         notice shall not invalidate such resolution.

20.      The expression "EXTRAORDINARY RESOLUTION" when used in this Agreement
         or the Conditions means a resolution passed at a meeting of the
         Noteholders duly convened and held in accordance with the provisions
         herein contained by a majority consisting of not less than 75 per cent.
         of the persons voting thereat upon a show of hands or if a poll be duly
         demanded then by a majority consisting of not less than 75 per cent. of
         the votes given on such poll.

21.      Minutes of all resolutions and proceedings at every such meeting as
         aforesaid shall be made and duly entered in books to be from time to
         time provided for that purpose by the Issuer and any such minutes as
         aforesaid if purporting to be signed by the Chairman of the meeting at
         which such resolutions were passed or proceedings had shall be
         conclusive evidence of the matters therein contained and until the
         contrary is proved every such meeting in respect of the proceedings of
         which minutes have been made shall be deemed to have been duly held and
         convened and all resolutions passed or proceedings had thereat to have
         been duly passed or had.

<PAGE>

                                       63

                                   SCHEDULE 5

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

                                     PART I

                          FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION

                              TEMPORARY GLOBAL NOTE

This Global Note is a Temporary Global Note in respect of a duly authorised
issue of Notes (the "NOTES") of International Lease Finance Corporation (the
"ISSUER") described, and having the provisions specified, in the Pricing
Supplement attached hereto (the "PRICING SUPPLEMENT"). References herein to the
Conditions shall be to the Terms and Conditions of the Notes as set out in
Schedule 2 to the Agency Agreement (as defined below) as modified and
supplemented by the information set out in the Pricing Supplement, but in the
event of any conflict between the provisions of (i) that Schedule or (ii) this
Global Note and the information set out in the Pricing Supplement, the Pricing
Supplement will prevail.

Words and expressions defined or set out in the Conditions and/or the Pricing
Supplement shall bear the same meaning when used herein.

This Global Note is issued subject to, and with the benefit of, the Conditions
and an Agency Agreement (the "AGENCY AGREEMENT", which expression shall be
construed as a reference to that agreement as the same may be amended,
supplemented or restated from time to time) dated 15th May, 2002 and made
between the Issuer, Citibank, N.A. (the "AGENT") and the other agents named
therein.

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

(1)     Use this legend for Notes with a maturity of more than 183 days.

(2)     Use this legend in the case of Notes with a maturity of 183 days or less

<PAGE>

                                       64

provided in the Conditions together with any other sums payable under the
Conditions, upon presentation and, at maturity, surrender of this Global Note at
the office of the Agent at 5 Carmelite Street, London EC4Y 0PY or at the
specified office of any of the other paying agents located outside the United
States (except as provided in the Conditions) from time to time appointed by the
Issuer in respect of the Notes, but in each case subject to the requirements as
to certification provided herein. On any redemption or payment of an instalment
or interest being made in respect of, or purchase and cancellation of, any of
the Notes represented by this Global Note details of such redemption, payment or
purchase and cancellation (as the case may be) shall be entered by or on behalf
of the Issuer in Schedule One hereto and the relevant space in Schedule One
hereto recording any such redemption, payment or purchase and cancellation (as
the case may be) shall be signed by or on behalf of the Issuer.

Upon any such redemption, payment of an instalment or purchase and cancellation,
as aforesaid, the nominal amount of the Notes represented by this Global Note
shall be reduced by the nominal amount of such Notes so redeemed or purchased
and cancelled or by the amount of such instalment so paid. The nominal amount of
the Notes represented by this Global Note following any such redemption, payment
of an instalment or purchase and cancellation as aforesaid or any exchange as
referred to below shall be the nominal amount most recently entered by or on
behalf of the Issuer in the relevant column in Part II, III or IV of Schedule
One or Schedule Two hereto.

Prior to the Exchange Date (as defined below), all payments (if any) on this
Global Note will only be made to the bearer hereof to the extent that there is
presented to the Agent by Clearstream, Luxembourg or Euroclear a certificate,
substantially in the form set out in Schedule Three hereto, to the effect that
it has received from or in respect of a person entitled to a particular nominal
amount of the Notes (as shown by its records) a certificate in or substantially
in the form of Certificate "A" as set out in Schedule Three hereto. The bearer
of this Global Note will not be entitled to receive any payment of interest
hereon due on or after the Exchange Date unless upon due certification exchange
of this Global Note is improperly withheld or refused.

On or after the date (the "EXCHANGE DATE") which is the later of (i) 40 days
after the Issue Date and (ii) 40 days after the completion of the distribution
of the Tranche of Notes represented by this Global Note, as certified by the
relevant Dealer (in the case of a non-syndicated issue) or the relevant lead
manager (in the case of a syndicated issue), this Global Note may be exchanged
in whole or in part (free of charge) for, as specified in the Pricing
Supplement, either (i) security printed Definitive Notes and (if applicable)
Coupons, Receipts and Talons in the form set out in Parts III, IV, V and VI
respectively of Schedule 5 to the Agency Agreement (on the basis that all the
appropriate details have been included on the face of such Definitive Notes and
(if applicable) Coupons, Receipts and Talons and the Pricing Supplement (or the
relevant provisions of the Pricing Supplement) have been endorsed on or attached
to such Definitive Notes) or (ii) a Permanent Global Note in or substantially in
the form set out in Part II of Schedule 5 to the Agency Agreement (together with
the Pricing Supplement attached thereto), in each case upon notice being given
by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any
holder of an interest in this Global Note and subject, in the case of Definitive
Notes, to such notice period as is specified in the Pricing Supplement.

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

Presentation of this Global Note for exchange shall be made by the bearer hereof
on any day (other than a Saturday or Sunday) on which banks are open for
business in London at the office of the Agent specified above. The Issuer shall
procure that the Definitive Notes or (as the case may be) the

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                                       65

Permanent Global Note shall be so issued and delivered in exchange for only that
portion of this Global Note in respect of which there shall have been presented
to the Agent by Euroclear or Clearstream, Luxembourg a certificate,
substantially in the form set out in Schedule Three hereto, to the effect that
it has received from or in respect of a person entitled to a beneficial interest
in a particular nominal amount of the Notes (as shown by its records) a
certificate from such person in or substantially in the form of Certificate "A"
as set out in Schedule Three hereto. The aggregate nominal amount of Definitive
Notes or interests in a Permanent Global Note issued upon an exchange of this
Global Note will, subject to the terms hereof, be equal to the aggregate nominal
amount of this Global Note submitted by the bearer hereof for exchange (to the
extent that such nominal amount does not exceed the aggregate nominal amount of
this Global Note).

On an exchange of the whole of this Global Note, this Global Note shall be
surrendered to the Agent. On an exchange of part only of this Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in
Schedule Two hereto and the relevant space in Schedule Two hereto recording such
exchange shall be signed by or on behalf of the Issuer, whereupon the nominal
amount of this Global Note and the Notes represented by this Global Note shall
be reduced by the nominal amount so exchanged. On any exchange of this Global
Note for a Permanent Global Note, details of such exchange shall be entered by
or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the
relevant space in Schedule Two thereto recording such exchange shall be signed
by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided herein) be entitled
to the same benefits as if he were the bearer of Definitive Notes and the
relative Coupons, Receipts and/or Talons (if any) represented hereby.

The Issuer hereby irrevocably agrees that in the event that (i) this Global Note
is not duly exchanged, whether in whole or in part, for a Permanent Global Note
or, as the case may be, Definitive Notes by 6.00 p.m. (London time) on the
thirtieth day after the time on which such exchange is first requested in
accordance with the terms hereof or (ii) an Event of Default occurs in respect
of any Note represented by this Global Note and such Note is not duly redeemed
(or the funds required for such redemption are not available to the Agent for
the purposes of effecting such redemption and remain available for such purpose)
by 6.00 p.m. (London time) on the seventh day after the day on which such Note
became immediately redeemable, each Accountholder (as defined below) or its
successors or assigns may, provided the required certifications have been made,
without the consent and to the exclusion of the bearer hereof, file any claim,
take any action or institute any proceeding to enforce, directly against the
Issuer, the obligation of the Issuer hereunder to pay any amount due in respect
of each Note represented by this Global Note which is credited to such
Accountholder's securities account with Euroclear and/or Clearstream, Luxembourg
as fully as though such Note were evidenced by a Definitive Note without the
production of this Global Note, provided that the bearer hereof shall not
theretofore have filed a claim, taken action or instituted proceedings to
enforce the same in respect of such Note. The face amount of this Global Note
shall be reduced by the face amount, if any, of each Note represented hereby in
respect of which full settlement has occurred as a result of any such claim,
action or proceeding by such relevant Accountholders or their successors or
assigns.

"ACCOUNTHOLDER" means each person (other than Euroclear or Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of
Clearstream, Luxembourg as the holder of a particular nominal amount of the
Notes represented by this Global Note (in which regard any certificate or other
document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount
of such Notes standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error).

<PAGE>

                                       66

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

This Global Note shall not be valid unless authenticated by the Agent.

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:

    Authenticated without recourse,
        warranty or liability by

CITIBANK, N.A.

By:

<PAGE>

                                       67

                    SCHEDULE ONE TO THE TEMPORARY GLOBAL NOTE

                                     PART I

                                INTEREST PAYMENTS

<TABLE>
<CAPTION>
              Total amount of      Amount of interest     Confirmation of payment
Date made     interest payable            paid            on behalf of the Issuer
<S>           <C>                  <C>                    <C>
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
</TABLE>

<PAGE>

                                       68

                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

<TABLE>
<CAPTION>
              Total amount of           Amount of         Remaining nominal amount      Confirmation of
  Date          Instalment         Instalment Amounts        of this Global Note       payment on behalf
  made        Amounts payable             paid            following such payment*        of the Issuer
<S>           <C>                  <C>                    <C>                          <C>
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       69

                                    PART III

                                   REDEMPTIONS

<TABLE>
<CAPTION>
              Total amount of                             Remaining nominal amount         Confirmation of
  Date          principal              Amount of            of this Global Note          redemption on behalf
  made           payable             principal paid       following such redemption*        of the Issuer
<S>           <C>                  <C>                    <C>                            <C>
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       70

                                     PART IV

                           PURCHASES AND CANCELLATIONS

<TABLE>
<CAPTION>
                                          Remaining nominal amount
              Part of nominal amount        of this Global Note        Confirmation of purchase
  Date         of this Global Note         following such purchase       and cancellation on
  made        purchased and cancelled        and cancellation*           behalf of the Issuer
<S>           <C>                         <C>                          <C>
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       71

                    SCHEDULE TWO TO THE TEMPORARY GLOBAL NOTE

                                    EXCHANGES
                  FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Notes or a
Permanent Global Note have been made:

<TABLE>
<CAPTION>
               Nominal amount of this
                Global Note exchanged       Remaining nominal amount
  Date        for Definitive Notes or a       of this Global Note        Notation made on behalf
  made          Permanent Global Note       following such exchange*          of the Issuer
<S>           <C>                           <C>                          <C>
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       72

                   SCHEDULE THREE TO THE TEMPORARY GLOBAL NOTE

                     FORM OF CERTIFICATE TO BE PRESENTED BY
                      EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

                     INTERNATIONAL LEASE FINANCE CORPORATION
                              [Title of Securities]

                               (the "SECURITIES")

This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a beneficial interest in a
portion of the principal amount set forth below (our "MEMBER ORGANISATIONS")
substantially to the effect set forth in the Agency Agreement, as of the date
hereof, [ ] principal amount of the above-captioned Securities (i) is owned by
persons that are not (a) individuals who are citizens or residents of the United
States, (b) corporations, partnerships, or other entities created or organised
in or under the laws of the United States, (c) an estate, the income of which is
subject to United States Federal income taxation regardless of its source or (d)
a trust, if a United States court 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 ("UNITED STATES
PERSONS"), (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Sections 1.165-12(c)(1)(v)) ("FINANCIAL INSTITUTIONS") purchasing for their own
account or for resale, or (b) acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or the Issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) is owned by United States or foreign financial institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that
United States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

As used herein, "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; and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

If the Securities are of the category contemplated in Section 230.903(b)(3) of
Regulation S under the Securities Act of 1933, as amended (the "ACT") then this
is also to certify with respect to such principal amount of Securities set forth
above that, except as set forth below, we have received in writing, by tested
telex or by electronic transmission, from our Member Organisations entitled to a
portion of such principal amount, certifications with respect to such portion,
substantially to the effect set forth in the Agency Agreement.

We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organisations to the effect that the statements made by such
Member Organisations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the date hereof.

We will retain all certificates received from Member Organisations for the
period specified in U.S. Treasury Regulation Section 1.163-5(C)(2)(i) (D)(3)(i).

We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.

Dated: [     ]*

Yours faithfully,

[Euroclear Bank S.A./N.V., as operator of the Euroclear System]/[Clearstream,
Luxembourg]
By:

*        To be dated no earlier than the Exchange Date.

<PAGE>

                                       73

                                 CERTIFICATE "A"

                     INTERNATIONAL LEASE FINANCE CORPORATION
                              [Title of Securities]

                               (the "SECURITIES")

This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
persons that are not (a) individuals who are citizens or residents of the United
States, (b) corporations, partnerships, or other entities created or organised
in or under the laws of the United States, (c) an estate, the income of which is
subject to United States Federal income taxation regardless of its source or (d)
a trust, if a United States court 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 ("UNITED STATES
PERSONS"), (ii) are owned by United States person(s) that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("FINANCIAL INSTITUTIONS") purchasing for
their own account or for resale, or (b) acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise the Issuer
or the Issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Securities is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

As used herein, "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; and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex or facsimile on or prior to
the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your documented
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 Securities in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Securities (or, if
relevant, exercise of any right or collection of any interest) cannot be made
until we do so certify.

We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.

Dated: [     ] *

[Name of Person Making Certification]

By:

* To be dated no earlier than the fifteenth day prior to the Exchange Date.
<PAGE>

                                       74

                                     PART II

                          FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION

                              PERMANENT GLOBAL NOTE

This Global Note is a Permanent Global Note in respect of a duly authorised
issue of Notes (the "NOTES") of International Lease Finance Corporation (the
"ISSUER") described, and having the provisions specified, in the Pricing
Supplement or Pricing Supplements attached hereto (together the "PRICING
SUPPLEMENT"). References herein to the Conditions shall be to the Terms and
Conditions of the Notes as set out in Schedule 2 to the Agency Agreement (as
defined below) as modified and supplemented by the information set out in the
Pricing Supplement, but in the event of any conflict between the provisions of
(i) that Schedule or (ii) this Global Note and the information set out in the
Pricing Supplement, the Pricing Supplement will prevail.

Words and expressions defined or set out in the Conditions and/or the Pricing
Supplement shall bear the same meaning when used herein.

This Global Note is issued subject to, and with the benefit of, the Conditions
and an Agency Agreement (the "AGENCY AGREEMENT", which expression shall be
construed as a reference to that agreement as the same may be amended,
supplemented or restated from time to time) dated 15th May, 2002 and made
between the Issuer, Citibank, N.A. (the "AGENT") and the other agents named
therein.

For value received the Issuer, subject to and in accordance with the Conditions,
promises to pay to the bearer hereof on each Instalment Date (if the Notes are
repayable in instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global Note may become
due and repayable in accordance with the Conditions, the amount payable under
the Conditions in respect of such Notes on each such date and to pay interest
(if any) on the nominal amount of the Notes from time to time represented by
this Global Note calculated and payable as provided in the Conditions together
with any other sums payable under the Conditions, upon presentation and, at
maturity, surrender of this Global Note at the office of the Agent at 5
Carmelite Street, London EC4Y 0PA or at the specified office of any of the other
paying agents located outside the United States (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes.
On any redemption or payment of an instalment or interest being made in

(1)        Use this legend for Notes with a maturity of more than 183 days.

(2)        Use this legend for Notes with a maturity of 183 days or less.

<PAGE>

                                       75

respect of, or purchase and cancellation of, any of the Notes represented by
this Global Note details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered by or on behalf of the Issuer
in Schedule One hereto and the relevant space in Schedule One hereto recording
any such redemption, payment or purchase and cancellation (as the case may be)
shall be signed by or on behalf of the Issuer.

Upon any such redemption, payment of an instalment or purchase and cancellation
as aforesaid, the nominal amount of the Notes represented by this Global Note
shall be reduced by the nominal amount of such Notes so redeemed or purchased
and cancelled or by the amount of such instalment so paid. The nominal amount of
the Notes represented by this Global Note following any such redemption, payment
of an instalment or purchase and cancellation as aforesaid, or any exchange as
referred to below shall be the nominal amount most recently entered by or on
behalf of the Issuer in the relevant column in Part II, III or IV of Schedule
One or Schedule Two hereto.

The Notes will initially have been represented by a Temporary Global Note. On
any exchange of any such Temporary Global Note for this Global Note or any part
hereof, details of such exchange shall be entered by or on behalf of the Issuer
in Schedule Two hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer, whereupon the
nominal amount of the Notes represented by this Global Note shall be increased
by the nominal amount of any such Temporary Global Note so exchanged.

This Global Note may be exchanged in whole but not in part (free of charge), for
Definitive Notes and (if applicable) Coupons, Receipts and/or Talons in the form
set out in Parts III, IV, V and VI respectively of Schedule 5 to the Agency
Agreement (on the basis that all the appropriate details have been included on
the face of such Definitive Notes and (if applicable) Coupons, Receipts and
Talons and the Pricing Supplement (or the relevant provisions of the Pricing
Supplement) have been endorsed on or attached to such Definitive Notes) upon not
less than 60 days' written notice being given to the Agent by Euroclear and/or
Clearstream, Luxembourg acting on the instructions of any holder of an interest
in this Global Note.

Any such exchange as aforesaid will be made upon presentation of this Global
Note at the office of the Agent specified above by the bearer hereof on any day
(other than a Saturday or Sunday) on which banks are open for business in
London. The aggregate nominal amount of Definitive Notes issued upon an exchange
of this Global Note will be equal to the aggregate nominal amount of this Global
Note.

On an exchange of this Global Note, this Global Note shall be surrendered to the
Agent.

Until the exchange of this Global Note as aforesaid, the bearer hereof shall in
all respects (except as otherwise provided herein) be entitled to the same
benefits as if he were the bearer of Definitive Notes and the relative Coupons,
Receipts and/or Talons (if any) represented hereby.

The Issuer hereby irrevocably agrees that in the event that (i) this Global Note
is not duly exchanged for Definitive Notes by 6.00 p.m. (London time) on the
thirtieth day after the time on which such exchange is first requested in
accordance with the terms hereof or (ii) an Event of Default occurs in respect
of any Note represented by this Global Note and such Note is not duly redeemed
(or the funds required for such redemption are not available to the Agent for
the purposes of effecting such redemption and remain available for such purpose)
by 6.00 p.m. (London time) on the seventh day after the day on which such Note
became immediately redeemable, each Accountholder (as defined below) or its
successors or assigns may, without the consent and to the exclusion of the
bearer hereof, file any claim, take any action or institute any proceeding to
enforce, directly against the Issuer, the obligation of the Issuer hereunder to
pay any amount due in respect

<PAGE>

                                       76

of each Note represented by this Global Note which is credited to such
Accountholder's securities account with a Euroclear and/or Clearstream,
Luxembourg as fully as though such Note were evidenced by a Definitive Note
without the production of this Global Note, provided that the bearer hereof
shall not theretofore have filed a claim, taken action or instituted proceedings
to enforce the same in respect of such Note. The face amount of this Global Note
shall be reduced by the face amount, if any, of each Note represented hereby in
respect of which full settlement has occurred as a result of any such claim,
action or proceeding by such relevant Accountholders or their successors or
assigns.

"ACCOUNTHOLDER" means each person (other than Euroclear or Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of
Clearstream, Luxembourg as the holder of a particular nominal amount of the
Notes represented by this Global Note (in which regard any certificate or other
document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount
of such Notes standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error).

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

This Global Note shall not be valid unless authenticated by the Agent.

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:

    Authenticated without recourse,
        warranty or liability by

CITIBANK, N.A.

By:

<PAGE>

                                       77

                    SCHEDULE ONE TO THE PERMANENT GLOBAL NOTE

                                     PART I

                                INTEREST PAYMENTS

<TABLE>
<CAPTION>
              Total amount of      Amount of interest     Confirmation of payment
Date made     interest payable            paid            on behalf of the Issuer
<S>           <C>                  <C>                    <C>
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
_________     ________________     __________________     _______________________
</TABLE>

<PAGE>

                                       78

                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

<TABLE>
<CAPTION>
              Total amount of           Amount of         Remaining nominal amount      Confirmation of
  Date          Instalment         Instalment Amounts        of this Global Note       payment on behalf
  made        Amounts payable             paid            following such payment*        of the Issuer
<S>           <C>                  <C>                    <C>                          <C>
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
_________     ________________     __________________     ________________________     _________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       79

                                    PART III

                                   REDEMPTIONS

<TABLE>
<CAPTION>
              Total amount of          Amount of          Remaining nominal amount         Confirmation of
  Date          principal            principal paid         of this Global Note          redemption on behalf
  made           payable                                  following such redemption*        of the Issuer
<S>           <C>                  <C>                    <C>                            <C>
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
_________     ________________     __________________     __________________________     ____________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       80

                                     PART IV

                           PURCHASES AND CANCELLATIONS

<TABLE>
<CAPTION>
                                          Remaining nominal amount
              Part of nominal amount        of this Global Note        Confirmation of purchase
  Date         of this Global Note         following such purchase       and cancellation on
  made        purchased and cancelled        and cancellation*           behalf of the Issuer
<S>           <C>                         <C>                          <C>
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
_________     _______________________     ________________________     ________________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       81

                    SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE

                              SCHEDULE OF EXCHANGES

The following exchanges affecting the nominal amount of this Global Note have
been made:

<TABLE>
<CAPTION>
             Nominal amount of Temporary    Remaining nominal amount
  Date          Global Note exchanged         of this Global Note        Notation made on behalf
  made          for this Global Note        following such exchange*          of the Issuer
<S>          <C>                            <C>                          <C>
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
_________     _________________________     ________________________     _______________________
</TABLE>

*        See most recent entry in Part II, III or IV of Schedule One or Schedule
         Two in order to determine this amount.

<PAGE>

                                       82

                                    PART III

                             FORM OF DEFINITIVE NOTE

[Face of Note]

---------------------------------------------------------------------------
      00         000000       [ISIN]        00       000000
---------------------------------------------------------------------------

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] (1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION
            [Specified Currency and Nominal Amount of Tranche] Notes

This Note is one of a duly authorised issue of Notes denominated in the
Specified Currency (the "NOTES") of International Lease Finance Corporation (the
"ISSUER"). References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/attached hereto/set out in Schedule 2 to the Agency
Agreement (as defined below) which shall be incorporated by reference herein and
have effect as if set out herein] as modified and supplemented by the Pricing
Supplement (the "PRICING SUPPLEMENT") (or the relevant provisions of the Pricing
Supplement) endorsed hereon but, in the event of any conflict between the
provisions of the Conditions and the information in the Pricing Supplement, the
Pricing Supplement will prevail.

This Note is issued subject to, and with the benefit of, the Conditions and an
Agency Agreement (the "AGENCY AGREEMENT", which expression shall be construed as
a reference to that agreement as the same may be amended, supplemented or
restated from time to time) dated 15th May,2002 and made between the Issuer,
Citibank, N.A. (the "AGENT") and the other agents named therein.

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

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

(1)        Use this legend for Notes with a maturity of more than 183 days.

(2)        Use this legend for Notes with a maturity of 183 days or less.

<PAGE>

                                       83

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:

Authenticated without recourse,
     warranty or liability by

CITIBANK, N.A.

By:

<PAGE>

                                       84

[Reverse of Note]

                              TERMS AND CONDITIONS

                    [Terms and Conditions to be as set out in
                       Schedule 2 to the Agency Agreement]

<PAGE>

                                       85

                                     PART IV

                                 FORM OF COUPON

[Face of Coupon]

                     INTERNATIONAL LEASE FINANCE CORPORATION

               [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE]
                                      NOTES

PART A

FOR FIXED RATE NOTES:

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

PART B

FOR FLOATING RATE NOTES OR INDEX LINKED INTEREST NOTES:

Coupon for the amount due in accordance with                  Coupon due
the Terms and Conditions of the Notes to which                in [     ]
it appertains on the Interest Payment Date falling
in [    ].

This Coupon is payable to bearer, separately negotiable and subject to such
Terms and Conditions, under which it may become void before its due date.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] (1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

<TABLE>
<S>           <C>             <C>           <C>            <C>
00            000000          [ISIN]        00             000000
</TABLE>

(1)        Use this legend for Notes with a maturity of more than 183 days.

(2)        Use this legend for Notes with a maturity of 183 days or less.

<PAGE>

                                       86

                                     PART V

                                 FORM OF RECEIPT

[Face of Receipt]

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] (1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION

            [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] NOTES

                                 Series No. [       ]

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

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

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:

(1)        Use this legend for Notes with a maturity of more than 183 days.

(2)        Use this legend for Notes with a maturity of 183 days or less.

<PAGE>

                                       87

                                     PART VI

                                  FORM OF TALON

[Face of Talon]

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] (1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION

            [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] NOTES

                                 Series No. [      ]

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

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:

(1)        Use this legend for Notes with a maturity of more than 183 days.

(2)        Use this legend for Notes with a maturity of 183 days or less.

<PAGE>

                                       88

[Reverse of Coupon, Receipt and Talon]

                                      AGENT

                                 CITIBANK, N.A.

                               5 Carmelite Street,
                                 London EC4Y 0PA
                                     England

                               OTHER PAYING AGENTS

             DEXIA BANQUE INTERNATIONAL A LUXEMBOURG SOCIETE ANONYME
                                 69 route d'Esch
                                L-2953 Luxembourg

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

<PAGE>

                                       89

                                   SIGNATORIES

THE ISSUER

INTERNATIONAL LEASE FINANCE CORPORATION

By:  /s/ ALAN H. LUND  /s/ PAMELA HENDRY

THE AGENT

CITIBANK, N.A.

By:  /s/ DAVID MARES

THE OTHER PAYING AGENTS

DEXIA BANQUE INTERNATIONALE a LUXEMBOURG, SOCIETE ANONYME

By:  /s/ JEAN-JACQUES KINNEN  /s/ MARIELLE BROSSEL

<PAGE>

                                                                  CONFORMED COPY

                              DATED 28TH MAY, 2004

                     INTERNATIONAL LEASE FINANCE CORPORATION

                               U.S. $7,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME

                         ------------------------------

                                AGENCY AGREEMENT
                             (AMENDED AND RESTATED)

                         ------------------------------

                              [ALLEN & OVERY LOGO]

                                ALLEN & OVERY LLP

                                     LONDON

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                               PAGE
<S>                                                                                                  <C>
1.       Definitions and interpretation.........................................................       1
2.       Appointment of Agents..................................................................       6
3.       Issue of Global Notes..................................................................       7
4.       Exchange of Global Notes...............................................................       8
5.       Determination of end of Distribution Compliance Period.................................      10
6.       Terms of Issue.........................................................................      10
7.       Payments...............................................................................      11
8.       Determinations and notifications in respect of Notes and Interest Determination........      13
9.       Notice of any withholding or deduction.................................................      15
10.      Duties of the paying Agents in connection with early redemption........................      15
11.      Receipt and Publication of Notices.....................................................      16
12.      Cancellation of Notes, Receipts, Coupons and Talons....................................      16
13.      Issue of replacement Notes, Receipts, Coupons and Talons...............................      17
14.      Copies of documents available for inspection...........................................      18
15.      Meetings of Noteholders................................................................      19
16.      Commissions and expenses...............................................................      19
17.      Indemnity..............................................................................      19
18.      Responsibility of the Paying Agents....................................................      19
19.      Conditions of appointment..............................................................      20
20.      Communication between the parties......................................................      21
21.      Changes in Paying Agents...............................................................      21
22.      Merger and consolidation...............................................................      23
23.      Notification of changes to Paying Agents...............................................      23
24.      Change of specified office.............................................................      23
25.      Communications.........................................................................      23
26.      Taxes and stamp duties.................................................................      24
27.      Amendments.............................................................................      24
28.      Descriptive headings...................................................................      24
29.      Governing law and submission to jurisdiction...........................................      24
30.      Counterparts...........................................................................      25

SCHEDULES

Schedule 1 Form of Calculation Agency Agreement.................................................      26
Schedule 2 Terms and Conditions of the Notes....................................................      33
Schedule 3 Form of Put Notice...................................................................      55
Schedule 4 Provisions for Meetings of Noteholders...............................................      56
Schedule 5 Forms of Global and Definitive Notes, Receipts, Coupons and Talons...................      63
Signatories.....................................................................................      89
</TABLE>