<PAGE>
                                                                       EXHIBIT 1

                                                                  CONFORMED COPY

                              Dated 16th May, 2003


                    INTERNATIONAL LEASE FINANCE CORPORATION


                               U.S.$5,000,000,000
                        EURO MEDIUM TERM NOTE PROGRAMME


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

                              PROGRAMME AGREEMENT

                             (amended and restated)

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


                                 ALLEN & OVERY
                                     London
<PAGE>
                                    CONTENTS

<Table>
<Caption>

CLAUSE                                                                  PAGE
<S>                                                                     <C>
1.  Definitions and Interpretation ....................................    2
2.  Agreements to Issue and Purchase Notes ............................    5
3.  Conditions of Issue; Updating of Legal Opinions ...................    6
4.  Representations, Warranties and Undertakings ......................    9
5.  Undertakings of the Issuer ........................................   11
6.  Indemnity .........................................................   14
7.  Authority to Distribute Documents .................................   16
8.  Dealers' Undertakings .............................................   17
9.  Fees, Expenses and Stamp Duties ...................................   17
10. Termination of Appointment of Dealers .............................   17
11. Appointment of New Dealers ........................................   17
12. Increase in the Aggregate Nominal Amount of the Programme .........   18
13. Status of the Dealers and the Arranger ............................   19
14. Counterparts ......................................................   19
15. Communications ....................................................   19
16. Benefit of Agreement ..............................................   19
17. Calculation Agent .................................................   20
18. Stabilisation .....................................................   20
19. Governing Law .....................................................   20
</Table>

SCHEDULES

<Table>
<Caption>

<S>                                                                     <C>
A.  Initial Documentation List ........................................   22
B.  Selling Restrictions ..............................................   25
C.  Part I - Form of Dealer Accession Letter - Programme ..............   29
    Part II - Form of Confirmation Letter .............................   30
    Part III - Form of Dealer Accession Letter - Note Issue ...........   31
    Part IV - Form of Confirmation Letter - Note Issue ................   32
D.  Letter regarding increase in the nominal amount of the Programme ..   33
E.  Form of Subscription Agreement ....................................   34

Signatories ...........................................................   44
</Table>
<PAGE>

                               PROGRAMME AGREEMENT
                             (AMENDED AND RESTATED)

                                 IN RESPECT OF A

                               U.S.$5,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on 16th May, 2003 BETWEEN:

(1)   INTERNATIONAL LEASE FINANCE CORPORATION of 1999 Avenue of the Stars, 39th
      Floor, Los Angeles, California 90067 (the "ISSUER");

(2)   ABN AMRO BANK N.V. of 250 Bishopsgate, London EC2M 4AA;

(3)   BANC OF AMERICA SECURITIES LIMITED of 1 Alie Street, London E1 8DE;

(4)   CITIGROUP GLOBAL MARKETS LIMITED of Citigroup Centre, Canada Square,
      Canary Wharf, London E14 5LB;

(5)   COMMERZBANK AKTIENGESELLSHAFT of 60 Gracechurch Street, London EC3V OHR;

(6)   DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
      London EC2N 2DB;

(7)   J.P. MORGAN SECURITIES LTD. of 125 London Wall, London EC2Y 5AJ;

(8)   LEHMAN BROTHERS INTERNATIONAL (EUROPE) of One Broadgate, London EC2M 7HA;

(9)   MERRILL LYNCH INTERNATIONAL of Merrill Lynch Financial Centre, 2 King
      Edward Street, London EC1A 1HQ;

(10)  MORGAN STANLEY & CO. INTERNATIONAL LIMITED of 25 Cabot Square, Canary
      Wharf, London E14 4QA;

(11)  SOCIETE GENERALE of Tour Societe Generale, 17, Cours Valmy 92987 Paris la
      Defense;

(12)  UBS LIMITED of 1 Finsbury Avenue, London EC2M 2PP; and

(13)  WESTLB AG of Herzogstrasse 15, D-40217 Dusseldorf.
<PAGE>
                                       2

WHEREAS:

(A)   The Issuer entered into an Amended and Restated Programme Agreement dated
      15th May, 2002 (the "PRINCIPAL PROGRAMME AGREEMENT") between the Issuer
      and the Dealers named therein.

(B)   The parties hereto have agreed to make certain modifications to the
      Principal Programme Agreement and the Programme, including the resignation
      of Goldman Sachs International as a Dealer under the Programme and an
      increase in the size of the Programme to U.S.$5,000,000,000.

(C)   With effect from 10th March, 2003, UBS AG, acting through its business
      group UBS Warburg has resigned in favour of UBS Limited (formerly named
      UBS Warburg Ltd.) as a Dealer under the Programme.

(D)   This Agreement amends and restates the Principal Programme Agreement. Any
      Notes issued on or after the date hereof shall be issued pursuant to this
      Agreement. This does not affect any Notes issued prior to the date of this
      Agreement.

IT IS HEREBY AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

(1)   For the purposes of this Agreement, except where the context requires
      otherwise:

      "AGENCY AGREEMENT" means the agency agreement (amended and restated) dated
      15th May, 2002 between the Issuer, the Agent and the other Paying Agents
      referred to therein under which, amongst other things, the Agent is
      appointed as issuing agent, principal paying agent and agent bank for the
      purposes of the Programme;

      "AGENT" means Citibank, N.A. as Agent under the Agency Agreement and any
      successor agent appointed in accordance with the Agency Agreement;

      "AGREEMENT DATE" means, in respect of any Note, the date on which
      agreement is reached for the issue of such Note as contemplated in clause
      2 which, in the case of Notes issued on a syndicated basis or otherwise in
      relation to which a Subscription Agreement is entered into, shall be the
      date upon which the relevant Subscription Agreement is signed by or on
      behalf of all the parties thereto;

      "AGREEMENTS" means each of this Agreement and the Agency Agreement;

      "ARRANGER" means Lehman Brothers International (Europe) or any other
      entity appointed from time to time as the arranger for the Programme;

      "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme;

      "CONFIRMATION LETTER" means:

      (a)   in respect of the appointment of a third party as a Dealer for the
            duration of the Programme, the Confirmation Letter substantially in
            the form set out in Part II of Appendix C hereto; and
<PAGE>
                                       3

      (b)   in respect of the appointment of a third party as a Dealer for one
            or more particular issues of Notes under the Programme, the
            Confirmation Letter substantially in the form set out in Part IV of
            Appendix C hereto;

      "DEALER" means each of the Initial Dealers and any New Dealer and excludes
      any entity whose appointment has been terminated pursuant to clause 10,
      and references in this Agreement to the "RELEVANT DEALER" shall, in
      relation to any Note, be references to the Dealer or Dealers with whom the
      Issuer has agreed the issue and purchase of such Note;

      "DEALER ACCESSION LETTER" means:

      (a)   in respect of the appointment of a third party as a Dealer for the
            duration of the Programme, the Dealer Accession Letter substantially
            in the form set out in Part I of Appendix C hereto; and

      (b)   in respect of the appointment of a third party as a Dealer for one
            or more particular issues of Notes under the Programme, the Dealer
            Accession Letter substantially in the form set out in Part III of
            Appendix C hereto;

      "DEALER INDEMNIFIED PERSON" means each Dealer, its affiliates and each
      person who controls such Dealer (within the meaning of section 15 of the
      Securities Act or section 20 of the Exchange Act) and each of their
      directors, officers, employees and agents;

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

      "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as
      amended;

      "FSMA" means the Financial Services and Markets Act 2000;

      "INITIAL DEALERS" means the Dealers set out as 2 to 13 of the list of
      parties hereto;

      "INITIAL DOCUMENTATION LIST" means the lists of documents sets out in
      Appendix A to this Agreement;

      "LEAD MANAGER" means, in relation to any Tranche of Notes, the person
      named as the Lead Manager in the applicable Subscription Agreement;

      "LISTING AGENT" means, in relation to any Notes which are, or are to be,
      listed on a Stock Exchange, such listing agent as the Issuer may from time
      to time appoint for the purposes of liaising with such Stock Exchange;

      "MOODY'S" means Moody's Investors Service Limited;

      "NEW DEALER" means any entity appointed as an additional Dealer in
      accordance with clause 11;

      "NOTE" means a note issued or to be issued by the Issuer pursuant to this
      Agreement, which Note may be represented by a Global Note or be in
      definitive form including any receipts, coupons or talons relating
      thereto;

      "OFFERING CIRCULAR" means the Offering Circular relating to the Notes
      prepared in connection with the Programme, as revised, supplemented or
      amended from time to time by the Issuer in accordance with clause 5(2)
      including, in relation to each Tranche of Notes, the applicable
<PAGE>
                                       4

      Pricing Supplement and such other documents as are from time to time
      incorporated therein by reference except that for the purpose of clause
      4(1) and 4(2) in respect of the Agreement Date and the Issue Date, the
      Offering Circular means the Offering Circular as at the Agreement Date but
      not including any subsequent revision, supplement or amendment thereto or
      incorporation of information therein;

      "PRICING SUPPLEMENT" means the pricing supplement issued in relation to
      each Tranche of Notes (substantially in the form of Annexe C to the
      Procedures Memorandum) as a supplement to the Offering Circular and giving
      details of that Tranche;

      "PROCEDURES MEMORANDUM" means the Operating and Administrative Procedures
      Memorandum as amended or varied from time to time (in respect of any
      Tranche) by agreement between the Issuer and the relevant Dealer or Lead
      Manager with the approval in writing of the Agent;

      "PROGRAMME" means the Euro Medium Term Note Programme that is the subject
      of this Agreement;

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

      "STANDARD & POOR'S" means Standard & Poor's Rating Services, a Division of
      The McGraw-Hill Companies, Inc.;

      "STOCK EXCHANGE" means the Luxembourg Stock Exchange or any other stock
      exchange(s) on which any Notes may from time to time be listed or admitted
      to trading, and references in this Agreement to the "RELEVANT STOCK
      EXCHANGE" shall, in relation to any Notes, be references to the stock
      exchange or stock exchanges on which such Notes are from time to time, or
      are intended to be, listed or admitted to trading; and

      "SUBSCRIPTION AGREEMENT" means an agreement (by whatever name called) in
      or substantially in the form set out in Appendix E hereto or in such other
      form as may be agreed between the Issuer and the Lead Manager which
      agreement shall be supplemental to this Agreement.

(2)   Terms and expressions defined in the Agency Agreement, the Conditions
      and/or the applicable Pricing Supplement and not otherwise defined in this
      Agreement shall have the same meanings in this Agreement, except where the
      context otherwise requires.

(3)   In this Agreement, clause headings are inserted for convenience and ease
      of reference only and shall not affect the interpretation of this
      Agreement.

(4)   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.

(5)   All references in this Agreement to an agreement, instrument or other
      document (including this Agreement, the Agency Agreement, any Series of
      Notes and any Conditions appertaining thereto) shall be construed as a
      reference to that agreement, instrument or document as the same may be
      amended, modified, varied, supplemented, replaced or novated from time to
      time including, but without prejudice to the generality of the foregoing,
      this Agreement as supplemented by any Subscription Agreement.
<PAGE>
                                       5

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

(7)   All references in this Agreement to Euroclear and/or Clearstream,
      Luxembourg shall, wherever the context so permits, be deemed to include
      reference to any additional or alternative clearing system approved by the
      Issuer and the Agent.

2.    AGREEMENTS TO ISSUE AND PURCHASE NOTES

(1)   Subject to the terms and conditions of this Agreement, the Issuer may from
      time to time agree with any Dealer to issue, and any Dealer may agree to
      purchase, Notes.

(2)   Unless otherwise agreed between the parties, on each occasion upon which
      the Issuer and any Dealer agree on the terms of the issue by the Issuer
      and purchase by such Dealer of one or more Notes:

      (a)   the Issuer shall cause such Notes which shall be initially
            represented by a Temporary Global Note to be issued and delivered to
            a common depositary for Euroclear and Clearstream, Luxembourg;

      (b)   the securities account of the relevant Dealer with Euroclear and/or
            Clearstream, Luxembourg (as specified by the relevant Dealer) will
            be credited with such Notes on the agreed Issue Date, as described
            in the Procedures Memorandum; and

      (c)   the relevant Dealer or, as the case may be, the Lead Manager shall,
            subject to such Notes being so credited, cause the net purchase
            moneys for such Notes to be paid in the relevant currency by
            transfer of funds to the designated account of the Agent or (in the
            case of syndicated issues) the designated account of the Issuer with
            Euroclear and/or Clearstream, Luxembourg so that such payment is
            credited to such account for value on such Issue Date, as described
            in the Procedures Memorandum.

(3)   Unless otherwise agreed between the Issuer and the relevant Dealer, where
      more than one Dealer has agreed with the Issuer to purchase a particular
      Tranche of Notes pursuant to this clause, the obligations of such Dealers
      so to purchase the Notes shall be joint and several.

(4)   Where the Issuer agrees with two or more Dealers to issue, and such
      Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall
      enter into a Subscription Agreement with such Dealers. The Issuer may also
      enter into a Subscription Agreement with one Dealer only. For the
      avoidance of doubt, the Agreement Date in respect of such issue shall be
      the date on which the Subscription Agreement is signed on behalf of all
      parties thereto.

(5)   The procedures which the parties intend should apply for the purposes of
      issues not to be subscribed pursuant to a Subscription Agreement are set
      out in Annexe A, Part 1 of the Procedures Memorandum. The procedures which
      the parties intend should apply for the purposes of issues to be
      subscribed pursuant to a Subscription Agreement are set out in Annexe A,
      Part 2 of the Procedures Memorandum.

(6)   Each of the Issuer and the Dealers acknowledges that any issue of Notes
      denominated in a currency in respect of which particular laws, guidelines,
      regulations, restrictions or reporting requirements apply may only be
      issued in circumstances which comply with such laws, guidelines,
      regulations, restrictions or reporting requirements from time to time.
<PAGE>
                                       6

3.    CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS

(1)   FIRST ISSUE

      Before the Issuer reaches its first agreement with any Dealer for the
      issue and purchase of Notes, each Dealer shall have received, and found
      satisfactory (in its reasonable opinion), all of the documents and
      confirmations described in Part I of the Initial Documentation List. Any
      Dealer must notify the Arranger and the Issuer within three London
      business days of receipt of the documents and confirmations described in
      Part 1 of the Initial Documentation List if it considers any such document
      or confirmation to be unsatisfactory in its reasonable opinion and, in the
      absence of such notification, such Dealer shall be deemed to consider such
      documents and confirmations to be satisfactory and such further conditions
      precedent to be satisfied.

(2)   EACH ISSUE

      The obligations of a Dealer under any agreement for the issue and purchase
      of Notes made pursuant to clause 2 are conditional upon:

      (a)   there having been, as at the proposed Issue Date, no material
            adverse change from that set forth in the Offering Circular as at
            the relevant Agreement Date in the condition (financial or
            otherwise), business, prospects or results of operations of the
            Issuer and its subsidiaries considered as a whole, nor the
            occurrence of any event making untrue or incorrect to an extent
            which is material as aforesaid any of the warranties contained in
            clause 4;

      (b)   there being no outstanding material breach of any of the obligations
            of the Issuer under this Agreement, the Agency Agreement or any
            Notes which has not been expressly waived by the relevant Dealer on
            or prior to the proposed Issue Date;

      (c)   subject to clause 12, the aggregate nominal amount (or, in the case
            of Notes denominated in a currency other than U.S. dollars, the U.S.
            dollar equivalent (determined as provided in subclause (5)) of the
            aggregate nominal amount) of the Notes to be issued, when added to
            the aggregate nominal amount (or, in the case of Notes denominated
            in a currency other than U.S. dollars, the U.S. dollar equivalent
            (determined as aforesaid) of the aggregate nominal amount) of all
            Notes outstanding (as defined in the Agency Agreement) on the
            proposed Issue Date (excluding for this purpose Notes due to be
            redeemed on such Issue Date) not exceeding U.S.$5,000,000,000;

      (d)   in the case of Notes which are intended to be listed, the relevant
            authority or authorities having agreed to list such Notes, subject
            only to the issue of the relevant Notes;

      (e)   no meeting of the holders of Notes (or any of them) having been duly
            convened but not yet held or, if held but adjourned, the adjourned
            meeting having not been held;

      (f)   there having occurred, between the Agreement Date and the Issue Date
            for such Notes, none of the following: (a) a suspension or material
            limitation (including any setting of minimum prices) in trading in
            securities generally on the New York Stock Exchange, the London
            Stock Exchange or any stock exchange on which such Notes
<PAGE>
                                       7

            are to be listed if the effect of any such event, in the judgment of
            the relevant Dealer or, if more than one, the relevant Lead Manager
            on behalf of the relevant Dealers, is to make it impracticable or
            inadvisable to proceed with the solicitation by such relevant
            Dealer(s) of offers to purchase Notes or the purchase of Notes from
            the Issuer as principal on the terms and in the manner contemplated
            by the Offering Circular, as amended or supplemented; (b) a general
            moratorium on commercial banking activities in New York declared by
            either Federal or New York State authorities, in Europe declared by
            the European Central Bank or, in respect of Belgium, France,
            Germany, Italy, Luxembourg, The Netherlands, Spain or the United
            Kingdom, declared by the relevant national authorities, or in
            respect of the country (if not included in the foregoing list of
            countries) in whose currency the payments of interest or principal
            on the Notes are denominated, declared by the relevant national
            authority; (c) the outbreak or escalation of hostilities involving
            the United States, Belgium, France, Germany, Italy, Luxembourg, The
            Netherlands, Spain or the United Kingdom or the country (if not
            including in the foregoing list of countries) in whose currency the
            payments of interest or principal on the Notes are denominated, or
            the declaration by any such country of a national emergency or war
            (other than any such outbreak, escalation or declaration that does
            not represent a significant departure from the conditions that exist
            on such Agreement Date) if the effect of any such event, in the
            judgment of the relevant Dealer or, if more than one, the relevant
            Lead Manager on behalf of the relevant Dealers, is to make it
            impracticable or inadvisable to proceed with the solicitation by
            such relevant Dealer(s) of offers to purchase Notes or the purchase
            of Notes from the Issuer as principal on the terms and in the manner
            contemplated by the Offering Circular, as amended or supplemented;
            (d) the suspension in trading in the securities of the Issuer on any
            national securities exchange or quotation system on which they are
            listed or quoted if the effect of such event, in the judgment of the
            relevant Dealer or, if more than one, the relevant Lead Manager on
            behalf of the relevant Dealers, is to make it impracticable or
            inadvisable to proceed with the solicitation by such relevant
            Dealer(s) of offers to purchase Notes or the purchase of Notes from
            the Issuer as principal on the terms and in the manner contemplated
            by the Offering Circular, as amended or supplemented; (e) any
            downgrading in or withdrawal of the rating accorded the Issuer's
            senior debt securities by any "nationally recognized statistical
            rating organisation", as that term is defined by the U.S. Securities
            and Exchange Commission for purposes of Rule 436(g)(2) under the
            Securities Act; or (f) any material change in or affecting the
            business or properties of the Issuer that, in the judgment of the
            relevant Dealer or, if more than one, the relevant Lead Manager on
            behalf of the relevant Dealers, materially impairs the investment
            quality of the Notes;

      (g)   there being in full force and effect all governmental or regulatory
            resolutions, approvals or consents required for the Issuer to issue
            the Notes on the proposed Issue Date and for the Issuer to fulfil
            its obligations under such Notes and the Issuer having delivered to
            the relevant Dealer (and, to the extent not previously delivered, to
            the Arranger) certified copies of such resolutions, approvals or
            consents and, where applicable, certified English translations
            thereof;

      (h)   there having been, between the Agreement Date and the Issue Date, no
            downgrading in the rating of any of the Issuer's debt by Standard &
            Poor's, Moody's or Fitch Ratings Ltd. or the placing on
            "CREDITWATCH" with negative implications or similar publication of
            formal review by the relevant rating agency;

      (i)   the forms of the Pricing Supplement, the applicable Global Notes,
            Notes in definitive form and Receipts, Coupons or Talons (each as
            applicable) in relation to the relevant
<PAGE>
                                       8

            Tranche and the relevant settlement procedures having been agreed by
            the Issuer, the relevant Dealer and the Agent;

      (j)   the relevant currency being accepted for settlement by Euroclear and
            Clearstream, Luxembourg;

      (k)   the delivery to the common depositary of the Temporary Global Note
            and/or the Permanent Global Note representing the relevant Notes as
            provided in the Agency Agreement; and

      (l)   any calculations or determinations which are required by the
            relevant Conditions to have been made prior to the Issue Date having
            been duly made.

      In the event that any of the foregoing conditions is not satisfied, the
      relevant Dealer shall be entitled (but not bound) by notice to the Issuer
      to be released and discharged from its obligations under the agreement
      reached under clause 2.

(3)   WAIVER

      Subject to the discretion of the Lead Manager as provided in a
      Subscription Agreement, any Dealer, on behalf of itself only, may by
      notice in writing to the Issuer waive any of the conditions precedent
      contained in subclause (2) (save for the condition precedent contained in
      subclause (2)(c)) in so far as they relate to an issue of Notes to that
      Dealer.

(4)   UPDATING OF LEGAL OPINIONS

      Before the first issue of Notes occurring after each anniversary of the
      date of this Agreement, the Issuer will procure that further legal
      opinions, in substantially the respective forms and with substantially the
      content as the legal opinions delivered pursuant to the Initial
      Documentation List, are delivered, at the expense of the Issuer, to the
      Dealers from legal advisers (reasonably acceptable to the Dealers) as to
      New York law, California law, United States federal securities law and
      English law.

      In addition, on such other occasions as a Dealer so requests the Issuer
      (on the basis of reasonable grounds), the Issuer will procure that a
      further legal opinion or further legal opinions, as the case may be, in
      such form and with such content as the Dealers may reasonably require, is
      or are delivered, at the expense of the Issuer to the Dealers from legal
      advisers (approved by the Dealers) as to New York law, California law,
      United States federal securities law and/or English law, as the case may
      be. If at or prior to the time of any agreement to issue and purchase
      Notes under clause 2, such a request is made with respect to the Notes to
      be issued, the receipt of the relevant opinion or opinions by the relevant
      Dealer in a form satisfactory to the relevant Dealer shall be a further
      condition precedent to the issue of those Notes to that Dealer.

(5)   DETERMINATION OF AMOUNTS OUTSTANDING

      For the purposes of subclause (2)(c):

      (a)   the U.S. dollar equivalent of Notes denominated in another Specified
            Currency shall be determined, at the discretion of the Issuer,
            either as of the Agreement Date for such Notes or on the preceding
            day on which commercial banks and foreign exchange markets are open
            for business in London, in each case on the basis of the spot rate
            for the sale of the U.S. dollar against the purchase of such
            Specified Currency in the
<PAGE>
                                       9

            London foreign exchange market quoted by any leading international
            bank selected by the Issuer on the relevant day of calculation;

      (b)   the U.S. dollar equivalent of Dual Currency Notes, Index Linked
            Notes and Partly Paid Notes shall be calculated in the manner
            specified above by reference to the original nominal amount on issue
            of such Notes (in the case of Partly Paid Notes regardless of the
            amount of the subscription price paid); and

      (c)   the U.S. dollar equivalent of Zero Coupon Notes and other Notes
            issued at a discount or a premium shall be calculated in the manner
            specified above by reference to the net proceeds received by the
            Issuer for the relevant issue.

4.    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

(1)   As at the date of this Agreement, the Issuer hereby represents, warrants
      and undertakes to the Dealers and each of them as follows:

      (a)   that (i) the latest audited annual financial statements of the
            Issuer and its subsidiaries included in the Issuer's annual report
            on Form 10-K most recently filed with the United States Securities
            and Exchange Commission (the "COMMISSION") as it may be amended by
            Form 10-K/A (the "FORM 10-K"), and incorporated by reference in the
            Offering Circular, present fairly the consolidated financial
            position of the Issuer and its subsidiaries as of the dates
            indicated and the results of their operations for the periods
            specified and except as otherwise stated in the Form 10-K, such
            financial statements have been prepared in conformity with United
            States generally accepted accounting principles applied on a
            consistent basis, and (ii) except as disclosed in the Offering
            Circular, since the date of such latest audited annual financial
            statements neither the Issuer nor any of its subsidiaries has
            incurred any material liabilities or obligations, direct or
            contingent, nor entered into any material transactions not in the
            ordinary course of business and there has not been any material
            adverse change in the condition (financial or otherwise), business,
            prospects or results of operations of the Issuer and its
            subsidiaries considered as a whole;

      (b)   that the Offering Circular does not contain an untrue statement of
            material fact or omit to state a material fact that is necessary in
            order to make the statements made in the Offering Circular, in the
            light of the circumstances under which they were made, not
            misleading and there is no other fact or matter omitted from the
            Offering Circular which was or is necessary to enable investors and
            their professional advisers to make an informed assessment of the
            assets and liabilities, financial position, profits and losses and
            prospects of the Issuer and of the rights attaching to the Notes;

      (c)   that the Issuer has been duly incorporated and is validly existing
            in good standing under California law with full corporate power and
            authority to own, lease and operate its properties and conduct its
            business as described in the Offering Circular and to execute and
            perform its obligations under the Agreements and is duly qualified
            to conduct business as a foreign corporation in each jurisdiction in
            which such qualification is required, except where the failure to be
            so qualified would not have a material adverse effect on the
            condition (financial or otherwise), business, prospects or results
            of operations of the Issuer and its subsidiaries considered as a
            whole;

      (d)   that the issue of Notes and the execution and delivery of the
            Agreements by the Issuer have been duly authorised by all corporate
            action on the part of the Issuer and, in the case of Notes, upon due
            execution, issue and delivery in accordance with the Agency
<PAGE>
                                       10

            Agreement, will constitute, and, in the case of the Agreements
            constitute, legal, valid and binding obligations of the Issuer
            enforceable in accordance with their respective terms subject to
            bankruptcy, insolvency, reorganisation and other laws of general
            applicability relating to or affecting creditors' rights and to
            general equity principles;

      (e)   that the execution and delivery of the Agreements, the issue,
            offering and distribution of Notes and the performance of the terms
            of any Notes and the Agreements will not infringe any law,
            regulation, order, rule, decree or statute applicable to the Issuer
            or to which its property may be subject and are not contrary to the
            provisions of the constitutional documents of the Issuer and will
            not result in any breach of the terms of, or constitute a default
            under, any instrument, agreement or order to which the Issuer is a
            party or by which the Issuer or its property is bound;

      (f)   that no Event of Default or event which with the giving of notice or
            lapse of time or other condition would constitute an Event of
            Default is subsisting in relation to any outstanding Note and no
            event has occurred which would constitute (after an issue of Notes)
            an Event of Default thereunder or which with the giving of notice or
            lapse of time or other condition would (after an issue of Notes)
            constitute such an Event of Default;

      (g)   that the Issuer (i) is not engaged (whether as defendant or
            otherwise) in, nor has the Issuer knowledge of the existence of, or
            any threat of, any legal, arbitration, administrative or other
            proceedings the result of which is reasonably expected to result in
            claims or amounts which would be material in the context of the
            Programme and/or the issue and offering of Notes thereunder or which
            would reasonably be expected to have or have had a material adverse
            effect on the consolidated or unconsolidated financial condition,
            results of operations or business of the Issuer and (ii) has not
            taken any action nor, to the best of its knowledge have any steps
            been taken or legal proceedings commenced for the winding up or
            dissolution of the Issuer;

      (h)   that no consent, approval, authorisation, order, filing,
            registration or qualification of or with any court or governmental
            authority is required and no other action or thing (including,
            without limitation, the payment of any stamp or other similar tax or
            duty) is required to be taken, fulfilled or done by the Issuer for
            or in connection with (i) the execution, issue and offering of Notes
            under the Programme and compliance by the Issuer with the terms of
            any Notes issued under the Programme or (ii) the execution and
            delivery of, and compliance with the terms of, the Agreements;

      (i)   that all corporate approvals and authorisations required by the
            Issuer for or in connection with (i) the execution, issue and
            offering of Notes under the Programme and compliance by the Issuer
            with the terms of any Notes issued under the Programme and (ii) the
            execution and delivery of, and compliance with the terms of, the
            Agreements have been obtained and are in full force and effect;

      (j)   that none of the Issuer, its affiliates and any persons acting on
            any of their behalf, has engaged or will engage in any directed
            selling efforts (as defined in Rule 902(c) under the Securities Act)
            with respect to the Notes;

      (k)   that the Issuer, its affiliates, and each person acting on any of
            their behalf have complied and will comply with the offering
            restrictions requirement of Regulation S under the Securities Act;
<PAGE>
                                       11

      (l)   that the Issuer is a reporting issuer (within the meaning of
            Regulation S under the Securities Act);

      (m)   that since December 31, 1997 the Issuer has filed all reports and
            all proxy or information statements required to be filed with the
            Commission pursuant to Sections 13, 14 or 15(d) or the Exchange Act
            (the "EXCHANGE FILED INFORMATION"). Each such report and statement
            filed by the Issuer and incorporated by reference in the Offering
            Circular, when so filed, contained all material statements required
            to be included therein by, and conformed in all material respects to
            and was filed in compliance with, the requirements of the Exchange
            Act and the rules and regulations thereunder;

      (n)   that the Issuer is not now and, as a result of the issue of any
            Notes, will not be an "INVESTMENT COMPANY" as defined in the United
            States Investment Company Act of 1940, as amended; and

      (o)   that in relation to each Tranche of Notes for which a Dealer is
            named as a Stabilising Manager in the applicable Pricing Supplement,
            it has not issued and will not issue, without the prior consent of
            that Dealer, any press or other public announcement referring to the
            proposed issue of Notes unless the announcement adequately discloses
            that stabilising action may take place in relation to the Notes to
            be issued.

(2)   With regard to each issue of Notes, the Issuer shall be deemed to repeat
      the representations, warranties and agreements contained in subclause (1)
      as at the Agreement Date for such Notes (any agreement on such Agreement
      Date being deemed to have been made on the basis of, and in reliance on,
      such representations, warranties and agreements) and as at the Issue Date
      of such Notes.

(3)   The Issuer shall be deemed to repeat the representations, warranties and
      agreements contained in subclause (1) on each date on which the Offering
      Circular is revised, supplemented or amended and on each date on which the
      aggregate nominal amount of the Programme is increased in accordance with
      clause 12.

(4)   The representations, warranties and agreements contained in this clause
      shall continue in full force and effect notwithstanding the actual or
      constructive knowledge of any Dealer with respect to any of the matters
      referred to in the representations and warranties set out above, any
      investigation by or on behalf of the Dealers or completion of the
      subscription and issue of any Notes.

5.    UNDERTAKINGS OF THE ISSUER

(1)   NOTIFICATION OF MATERIAL DEVELOPMENTS

(a)   The Issuer shall promptly after becoming aware of the occurrence thereof
      notify each Dealer of (A) any Event of Default or any condition, event or
      act which would after an issue of Notes (or would with the giving of
      notice and/or the lapse of time) constitute an Event of Default or (B) any
      material breach of the representations and warranties or undertakings
      contained in the Agreements.

(b)   If, following the Agreement Date and before the Issue Date of the relevant
      Notes, the Issuer becomes aware that any of the conditions specified in
      clause 3(2) will not be satisfied in relation to that issue, the Issuer
      shall forthwith notify the relevant Dealer to this effect giving full
      details thereof. In such circumstances, the relevant Dealer shall be
      entitled (but not
<PAGE>
                                       12

      bound) by notice to the Issuer to be released and discharged from its
      obligations under the agreement reached under clause 2.

(c)   Without prejudice to the generality of the foregoing, the Issuer shall
      from time to time promptly furnish to each Dealer such information
      relating to the Issuer as such Dealer may reasonably request.

(2)   UPDATING OF OFFERING CIRCULAR

(a)   On or before each anniversary of the date of this Agreement, the Issuer
      shall update or amend the Offering Circular (following consultation with
      the Arranger who will consult with the Dealers) by the publication of a
      supplement thereto or a new Offering Circular, in a form approved by the
      Dealers.

(b)   In the event of a change in the condition of the Issuer which is material
      in the context of the Programme or the issue of any Notes or if the
      Offering Circular shall otherwise come to contain an untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements contained therein not misleading or if it is necessary at any
      time to amend the Offering Circular to comply with, or reflect changes in,
      any applicable laws or regulations the Issuer shall update or amend the
      Offering Circular (following consultation with the Arranger who will
      consult with the Dealers) by the publication of a supplement thereto or a
      new Offering Circular in a form approved by the Dealers.

(c)   The Offering Circular shall, as specified therein, be deemed to
      incorporate by reference therein the Exchange Filed Information. Upon the
      publication of a revision, supplement or amendment to the Offering
      Circular ("REVISION"), the Issuer shall promptly supply to each Dealer and
      the Agent such number of copies of such Revision as each Dealer or the
      Agent (as the case may be) may reasonably request. Until a Dealer receives
      a Revision, the definition of "OFFERING CIRCULAR" in clause 1(1) shall, in
      relation to such Dealer, mean the Offering Circular prior to the receipt
      by such Dealer of such Revision.

(d)   If the terms of the Programme are modified or amended in a manner which
      would make the Offering Circular inaccurate or misleading, a new Offering
      Circular will be prepared in a form approved by the Dealers.

(3)   LISTING

      The Issuer shall cause an initial application to be made for Notes issued
      under the Programme to be listed on the Luxembourg Stock Exchange.

      If in relation to any issue of Notes, it is agreed between the Issuer and
      the relevant Dealer or the Lead Manager, as the case may be, to list such
      Notes on a Stock Exchange, the Issuer undertakes to use its best
      endeavours to obtain and maintain the listing of such Notes on such Stock
      Exchange. If any Notes cease to be listed on the relevant Stock Exchange,
      the Issuer shall use its best endeavours promptly to list or admit to
      trading such Notes on a stock exchange to be agreed between the Issuer and
      the relevant Dealer or, as the case may be, the Lead Manager.

      The Issuer shall comply with the rules of each relevant Stock Exchange (or
      any other relevant authority or authorities) and shall otherwise comply
      with any undertakings given by it from time to time to the relevant Stock
      Exchange (or any other relevant authority or authorities) in connection
      with any Notes listed on such Stock Exchange or the listing thereof and,
      without prejudice to the generality of the foregoing, shall furnish or
      procure to be furnished to the
<PAGE>
                                       13

      relevant Stock Exchange (or any other relevant authority or authorities)
      all such information as the relevant Stock Exchange (or any other relevant
      authority or authorities) may require in connection with the listing on
      such Stock Exchange of any Notes.

(4)   THE AGENCY AGREEMENT

      The Issuer undertakes that it will not, except with the consent of the
      Dealers, appoint a different Agent under the Agency Agreement and that it
      will promptly notify each of the Dealers of any amendment to the Agency
      Agreement.

(5)   LAWFUL COMPLIANCE

      The Issuer will at all times endeavour to ensure that all necessary action
      is taken and all necessary conditions are fulfilled (including, without
      limitation, the obtaining and, where relevant, maintenance in full force
      and effect of all necessary permissions, consents or approvals of all
      relevant governmental authorities) so that it may lawfully comply with its
      obligations under all Notes, the Agreements and, further, so that it may
      comply with any applicable laws, regulations and guidance from time to
      time promulgated by any governmental and regulatory authorities relevant
      in the context of the issue of Notes.

      The Issuer agrees to comply with the restrictions set out in paragraph 4
      of Appendix B hereto.

(6)   AUTHORISED REPRESENTATIVE

      The Issuer will notify the Dealers immediately in writing if any of the
      persons named in the list referred to in paragraph 3 of Part I of the
      Initial Documentation List ceases to be authorised to take action on its
      behalf or if any additional person becomes so authorised together, in the
      case of an additional authorised person, with evidence satisfactory to the
      Dealers that such person has been so authorised.

(7)   AUDITORS' COMFORT LETTERS

      The Issuer will (i) at the time of the preparation of the initial Offering
      Circular, (ii) thereafter upon each occasion when the same may be revised,
      supplemented or amended, whether by means of information incorporated by
      reference or otherwise, (insofar as such revision, supplement, amendment
      or update concerns or contains financial information about the Issuer) and
      (iii) at other times whenever so requested by a Dealer (on the basis of
      reasonable grounds) deliver, at the expense of the Issuer to the Dealers a
      comfort letter or comfort letters from independent auditors of the Issuer
      in substantially the form and with such content as is consistent with the
      comfort letter or comfort letters delivered pursuant to the Initial
      Documentation List provided that no such letter or letters will be
      delivered under paragraph (ii) above if the only revision, supplement or
      amendment concerned is the publication or issue of any financial
      statements (including Form 10-K or 10-Q) of the Issuer.

      If at or prior to the time of any agreement to issue and purchase Notes
      under clause 2 such a request is made with respect to the Notes to be
      issued, the receipt of the relevant comfort letter or letters in a form
      satisfactory to the relevant Dealer shall be a further condition precedent
      to the issue of those Notes to that Dealer.

(8)   NO OTHER ISSUES

      During the period commencing on an Agreement Date and ending on the Issue
      Date with respect to any Notes which are to be listed, the Issuer will
      not, without the prior consent of the relevant Dealer or, as the case may
      be, the Lead Manager, issue or agree to issue any other
<PAGE>
                                       14

      listed notes, bonds or other debt securities of whatsoever nature (other
      than Notes to be issued to the same Dealer) where such notes, bonds or
      other debt securities would have the same maturity and currency as the
      Notes to be issued on the relevant Issue Date.

(9)   INFORMATION ON NOTEHOLDERS' MEETINGS

      The Issuer will, at the same time as it is despatched, furnish the Dealers
      with a copy of every notice of a meeting of the holders of the Notes (or
      any of them) which is despatched at the instigation of the Issuer and will
      notify the Dealers immediately upon its becoming aware that a meeting of
      the holders of the Notes (or any of them) has otherwise been convened.

(10)  RATINGS

      The Issuer undertakes promptly to notify the Dealers of any change in the
      ratings given by Moody's and/or Standard & Poor's and/or Fitch Ratings
      Ltd. of the Issuer's debt or upon it becoming aware that such ratings are
      listed on "CREDITWATCH" or other similar publication of formal review by
      the relevant rating agency.

(11)  COMMERCIAL PAPER

      In respect of any Tranche of Notes having a maturity of less than one
      year, the Issuer will issue such Notes only if the following conditions
      apply (or the Notes can otherwise be issued without contravention of
      Section 19 of the FSMA):

      (a)   the relevant Dealer covenants in the terms set out in paragraph
            2(ii) of Appendix B; and

      (b)   the redemption value of each Note is not less than L100,000 (or an
            amount of equivalent value denominated wholly or partly in a
            currency other than sterling), and no part of any Note may be
            transferred unless the redemption value of that part is not less
            than L100,000 (or such an equivalent amount).

6.    INDEMNITY

(1)   Without prejudice to the other rights or remedies of the Dealers, the
      Issuer undertakes with the Dealers and each of them that it will hold each
      Dealer Indemnified Person indemnified against any and all loss, liability,
      claim, action, damage or expense which that Dealer Indemnified Person may
      incur or which may be made against it as a result of or in relation to:

      (a)   any actual or alleged breach of the representations, warranties and
            undertakings contained in, or made or deemed to be made by the
            Issuer pursuant to, this Agreement; or

      (b)   any untrue or misleading (or allegedly untrue or misleading)
            statement in, or any omission (or alleged omission) from, the
            Offering Circular; or

      (c)   any untrue or misleading (or allegedly untrue or misleading)
            statement in any additional written information provided by the
            Issuer to the Dealers pursuant to clause 7 below,

      and such indemnity shall extend to include all costs, charges and expenses
      which that Dealer Indemnified Person may pay or incur in disputing or
      defending any claim or action in respect of which indemnity may be sought
      against the Issuer under this clause; provided, however
<PAGE>
                                       15

      that this indemnity shall not apply to any Dealer in respect of any loss,
      liability, claim, action, damage or expense to the extent arising out of,
      or based upon, any untrue or misleading (or allegedly untrue or
      misleading) statement in, or any omission (or alleged omission) from, the
      Offering Circular in reliance upon and in conformity with written
      information furnished to the Issuer by or on behalf of such Dealer
      expressly for use in the Offering Circular.

(2)   Each Dealer severally agrees to indemnify and hold harmless the Issuer,
      its directors, officers, employees and agents and each person, if any, who
      controls the Issuer within the meaning of section 15 of the Securities Act
      against any and all loss, liability, claim, action, damage and expense
      with respect to any untrue or misleading statements or omissions, or
      alleged untrue statements or omissions, made in the Offering Circular in
      reliance upon and in conformity with written information furnished to the
      Issuer by or on behalf of such Dealer expressly for use in the Offering
      Circular and such indemnity shall extend to include all costs, charges and
      expenses which the Issuer, its directors, officers, employees and agents
      and each person, if any, who controls the Issuer may pay or incur in
      disputing or defending any claim or action in respect of which indemnity
      may be sought against such Dealer under this clause. As at the date
      hereof, the parties hereto agree that the only information supplied by a
      Dealer for use in the Offering Circular as aforesaid is such Dealer's
      legal and business name as appearing therein.

(3)   Each indemnified party shall give prompt notice to each indemnifying party
      of any action commenced against it in respect of which indemnity may be
      sought hereunder but failure to so notify an indemnifying party shall not
      relieve it from any liability which it may have otherwise than on account
      of this indemnity agreement. In case any such action shall be brought
      against an indemnified party, the indemnifying party shall be entitled to
      participate therein and, to the extent that it wishes, to assume the
      defence thereof with counsel reasonably satisfactory to the indemnified
      party. After notice from the indemnifying party of its election to assume
      the defence of such claim or action, the indemnifying party shall not be
      liable to the indemnified party under this clause 6 for any legal or other
      expenses subsequently incurred by the indemnified party in connection with
      the defence thereof; provided, however, that any indemnified party shall
      have the right to employ separate counsel in any such action and to
      participate in the defence thereof, but the fees and expenses of such
      counsel shall be at the expense of such indemnified party unless the named
      parties to any such action shall include both such indemnified party and
      the indemnifying party and such indemnified party shall have been advised
      by counsel that there may be one or more legal defences available to it
      which are different from or in addition to those available to the
      indemnifying party and in the reasonable judgment of such counsel it is
      advisable for such indemnified party to employ separate counsel. In no
      event shall the indemnifying parties be liable for the fees and expenses
      of more than one counsel (other than local counsel) for all indemnified
      parties in connection with any one action or separate but similar or
      related actions in the same jurisdiction arising out of the same general
      allegations or circumstances. The indemnifying party shall not be liable
      for any settlement of any proceeding effected without its written consent,
      but if settled with such consent or if there be a final judgment for the
      plaintiff, the indemnifying party agrees to indemnify the indemnified
      party to the extent set forth in subclause (1) or (2) hereof, as
      applicable, from and against any loss or liability by reason of such
      settlement or judgement. No indemnifying party shall, without the prior
      written consent of the indemnified party, effect any settlement of any
      pending or threatened proceeding in respect of which any indemnified party
      is or could have been a party and indemnity could have been sought
      hereunder by such indemnified party, unless such settlement includes an
      unconditional release of such indemnified party from all liability on
      claims that are the subject matter of such proceeding.
<PAGE>
                                       16

(4)   If the indemnification provided for in this clause 6 shall for any reason
      be unavailable to an indemnified party under clause 6(1) or clause 6(2)
      hereof in respect of any loss, liability, claim, action or damage referred
      to therein, then each indemnifying party shall, in lieu of indemnifying
      such indemnified party, contribute to the amount paid or payable by such
      indemnified party as a result of such loss, liability, claim, action or
      damage, (i) in such proportion as shall be appropriate to reflect the
      relative benefits received by the Issuer, on the other hand, and the
      Dealer whose claim is subject to contribution, on the other, from the
      offering of the relevant Notes or (ii) if the allocation provided by
      clause (i) above is not permitted by applicable law, in such proportion as
      is appropriate to reflect not only the relative benefits referred to in
      clause (i) above but also the relative fault of the Issuer, on the one
      hand, and such Dealer, on the other, with respect to the breach of
      representations, warranties or undertakings or statements or omissions
      which resulted in such loss, claim, damage or liability, or action in
      respect thereof, as well as any other relevant equitable considerations.
      The relative benefits received by the Issuer, on the one hand, and the
      Dealers, on the other, with respect to such offering shall be deemed to be
      in the same proportion as the total net proceeds from the offering of the
      relevant Notes (before deducting expenses) received by the Issuer bear to
      the total discounts and commissions received by any Dealer with respect to
      such offering. Where relevant, the relative fault shall be determined by
      reference to whether the untrue or alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact relates to
      information supplied by the Issuer or any Dealer, the intent of the
      parties and their relative knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The Issuer
      and the Dealers agree that it would not be just and equitable if
      contributions pursuant to this clause 6(4) were to be determined by pro
      rata allocation (even if the Dealers were treated as one entity for such
      purpose) or by any other method of allocation which does not take into
      account the equitable considerations referred to herein. The amount paid
      or payable by an indemnified party as a result of the loss, liability,
      claim, action or damage, referred to above in this clause 6(4) shall be
      deemed to include, for purposes of this clause 6(4), any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim to the extent not
      already paid or payable pursuant to another provisions of this clause 6.
      Notwithstanding the provisions of this clause 6(4), no Dealer shall be
      required to contribute any amount in excess of the amount by which the
      total price at which the Notes sold to such Dealer and distributed to the
      public were offered to the public exceeds the amount of any damages which
      such Dealer has otherwise paid or become liable to pay by reason of any
      untrue or alleged untrue statement or omission or alleged omission. No
      person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation.
      The Dealers' obligations under this clause 6(4) to contribute are several
      in proportion to the respective principal amounts of Notes purchased by
      each such Dealer in such offering and not joint.

7.    AUTHORITY TO DISTRIBUTE DOCUMENTS

      Subject to clause 8 below, the Issuer hereby authorises each of the
      Dealers on behalf of the Issuer to provide copies of the Offering Circular
      to actual and potential purchasers of Notes. Subject to clause 8 below,
      the Issuer hereby authorises each of the Dealers on behalf of the Issuer
      to provide copies of such additional written information as the Issuer
      shall provide to the Dealers and approve for the Dealers to use for such
      purpose to actual and potential purchasers of Notes.
<PAGE>
                                       17

8.    DEALERS' UNDERTAKINGS

      Each Dealer agrees to comply with the restrictions and agreements set out
      in Appendix B hereto unless otherwise agreed with the Issuer.

9.    FEES, EXPENSES AND STAMP DUTIES

      The Issuer undertakes that it will:

      (a)   pay to each Dealer all commissions agreed between the Issuer and
            such Dealer in connection with the sale of any Notes to that Dealer
            (and any value added or other tax thereon);

      (b)   pay (together with any value added tax or other tax thereon):

            (i)   the fees and expenses of its legal advisers and auditors;

            (ii)  the cost of listing and maintaining the listing of any Notes
                  which are to be listed on a Stock Exchange;

            (iii) the cost of obtaining any credit rating for the Notes;

            (iv)  the fees and expenses of the agents appointed under the Agency
                  Agreement; and

            (v)   all expenses in connection with the establishment of the
                  Programme including, but not limited to, the preparation and
                  printing of the Offering Circular and the cost of any
                  publicity agreed by the Issuer;

      (c)   pay to Lehman Brothers International (Europe) the reasonable fees
            and disbursements of the legal advisers appointed to represent the
            Dealers (including any value added tax or other tax thereon) in
            connection with the establishment of the Programme; and

      (d)   pay promptly, and in any event before any penalty becomes payable,
            any stamp, documentary, registration or similar duty or tax
            (including any stamp duty reserve tax) payable in connection with
            the issue, sale and/or delivery of any Note and/or the execution
            and/or delivery of any of the Agreements.

10.   TERMINATION OF APPOINTMENT OF DEALERS

      The Issuer or (as to itself) a Dealer may terminate the arrangements
      described in this Agreement by giving not less than 30 days' written
      notice to the other parties hereto. The Issuer may terminate the
      appointment of a Dealer or Dealers by giving not less than 30 days'
      written notice to such Dealer or Dealers (with a copy promptly thereafter
      to all the other Dealers and the Agent). Termination shall not affect any
      rights or obligations (including but not limited to those arising under
      clauses 6, 8 and/or 9) which have accrued at the time of termination or
      which accrue thereafter in relation to any act or omission or alleged act
      or omission which occurred prior to such time.

11.   APPOINTMENT OF NEW DEALERS

(1)   Nothing in this Agreement shall prevent the Issuer from appointing one or
      more New Dealers for the duration of the Programme or, with regard to an
      issue of a particular Tranche of Notes,
<PAGE>
                                       18

      the Issuer from appointing one or more New Dealers for the purposes of
      that Tranche, in either case upon the terms of this Agreement and provided
      that, unless such appointment is effected pursuant to a Subscription
      Agreement:

      (a)   any New Dealer shall have first delivered to the Issuer an
            appropriate Dealer Accession Letter; and

      (b)   the Issuer shall have delivered to such New Dealer an appropriate
            Confirmation Letter.

(2)   Upon receipt of the relevant Confirmation Letter or execution of the
      relevant Subscription Agreement, as the case may be, each such New Dealer
      shall, subject to the terms of the relevant Dealer Accession Letter or the
      relevant Subscription Agreement, as the case may be, become a party to
      this Agreement, vested with all authority, rights, powers, duties and
      obligations of a Dealer as if originally named as a Dealer hereunder
      provided further that, except in the case of the appointment of a New
      Dealer for the duration of the Programme, following the Issue Date of the
      relevant Tranche, the relevant New Dealer shall have no further such
      authority, rights, powers, duties or obligations except such as may have
      accrued or been incurred prior to, or in connection with, the issue of
      such Tranche.

(3)   The Issuer shall promptly notify the other Dealers and the Agent of any
      appointment of a New Dealer for the duration of the Programme by supplying
      to such parties a copy of any Dealer Accession Letter and Confirmation
      Letter. Such notice shall be required to be given in the case of an
      appointment of a New Dealer for a particular Tranche of Notes to the Agent
      only.

12.   INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME

(1)   From time to time the Issuer may wish to increase the aggregate nominal
      amount of the Notes that may be issued under the Programme. In such
      circumstances, the Issuer may give notification of such an increase
      (subject as set out in subclause (2)) by delivering to the Listing Agent
      and the Dealers with a copy to the Agent a letter substantially in the
      form set out in Appendix D hereto. Upon the date specified in such notice
      (which date may not be earlier than seven London business days after the
      date the notice is given) and subject to satisfaction of the conditions
      precedent set out in subclause (2), all references in the Agreements to a
      Euro Medium Term Note Programme of a certain nominal amount shall be
      deemed to be references to a Euro Medium Term Note Programme of the
      increased nominal amount.

(2)   Notwithstanding subclause (1), the right of the Issuer to increase the
      aggregate nominal amount of the Programme shall be subject to each Dealer
      having received and found satisfactory all the documents and confirmations
      described in Part II of the Initial Documentation List (with such changes
      as may be relevant with reference to the circumstances at the time of the
      proposed increase as are agreed between the Issuer and the Dealers), and
      the satisfaction of any further conditions precedent that any of the
      Dealers may reasonably require, including, without limitation, the
      production of a supplementary Offering Circular by the Issuer and any
      further or other documents required by the relevant authority or
      authorities for the purpose of listing any Notes to be issued on the
      relevant Stock Exchange. The Arranger shall circulate to the Dealers all
      the documents and confirmations described in Part II of the Initial
      Documentation List and any further conditions precedent so required. Any
      Dealer must notify the Arranger and the Issuer within three London
      business days of receipt if it considers, in its reasonable opinion, such
      documents, confirmations and, if applicable, such further conditions
      precedent to be unsatisfactory and, in the absence of such
<PAGE>
                                       19

      notification, such Dealer shall be deemed to consider such documents and
      confirmations to be satisfactory and such further conditions precedent to
      be satisfied.

13.   STATUS OF THE DEALERS AND THE ARRANGER

(1)   Each of the Dealers agrees that the Arranger has only acted in an
      administrative capacity to facilitate the establishment and/or maintenance
      of the Programme and has no responsibility to it for (a) the adequacy,
      accuracy, completeness or reasonableness of any representation, warranty,
      undertaking, agreement, statement or information in the Offering Circular,
      any Pricing Supplement, this Agreement or any information provided in
      connection with the Programme or (b) the nature and suitability to it of
      all legal, tax and accounting matters and all documentation in connection
      with the Programme or any Tranche.

(2)   The Arranger shall have only those duties, obligations and
      responsibilities expressly specified in this Agreement.

14.   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.

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

16.   BENEFIT OF AGREEMENT

(1)   This Agreement shall be binding upon and shall inure for the benefit of
      the Issuer and each Dealer and their respective successors and permitted
      assigns.

(2)   A Dealer may only assign or transfer its rights or obligations under this
      Agreement with the prior written consent of the Issuer except for an
      assignment and/or transfer of all of a Dealer's rights and obligations
      hereunder in whatever form such Dealer determines may be appropriate to a
      partnership, corporation, trust or other organisation in whatever form
      that may succeed to, or to which the Dealer transfers, all or
      substantially all of the Dealer's assets and business and that assumes
      such obligations by contract, operation of law or otherwise. Upon any such
      transfer and assumption of obligations such Dealer shall be relieved of
      and fully discharged
<PAGE>
                                       20

      from all obligations under this Agreement, whether such obligations arose
      before or after such transfer and assumption.

17.   CALCULATION AGENT

(1)   In the case of any Series of Notes which require the appointment of a
      Calculation Agent the Agent shall act as Calculation Agent, unless the
      relevant Dealer or, as the case may be, the Lead Manager requests the
      Issuer to appoint such Dealer or Lead Manager, or a person nominated by
      such Dealer or Lead Manager (a "NOMINEE"), as Calculation Agent.

(2)   Should such a request be made to the Issuer the appointment of that Dealer
      or Lead Manager shall be automatic upon the issue of the relevant Series
      of Notes and shall, except as agreed, be on the terms set out in the
      Calculation Agency Agreement set out in Schedule 1 to the Agency
      Agreement, and no further action shall be required to effect the
      appointment of such Dealer or Lead Manager as Calculation Agent in
      relation to that Series of Notes, and the Schedule to the Calculation
      Agency Agreement shall be deemed to be duly annotated to include such
      Series. The name of the Dealer or Lead Manager so appointed will be
      entered in the applicable Pricing Supplement.

(3)   Should such a request be made to the Issuer for the appointment of a
      Nominee as the Calculation Agent, such Nominee must be reasonably
      acceptable to the Issuer and shall agree with the Issuer in writing to its
      appointment as Calculation Agent on the terms set out in the Calculation
      Agency Agreement set out in Schedule 1 to the Agency Agreement and no
      further action shall be required to effect the appointment of such Nominee
      as Calculation Agent in relation to that Series of Notes, and the Schedule
      to the Calculation Agency Agreement shall be deemed to be duly annotated
      to include such Series. The name of the Nominee so appointed will be
      entered in the applicable Pricing Supplement.

18.   STABILISATION

(1)   In connection with the distribution of any Notes, the Dealer (if any)
      designated as Stabilising Manager in the applicable Pricing Supplement may
      over-allot or effect transactions which support the market price of such
      Notes and/or any associated securities at a level higher than that which
      might otherwise prevail, but in doing so such Dealer shall act as
      principal and not as agent of the Issuer. Such stabilising, if commenced,
      may be discontinued at any time. Any loss resulting from over-allotment
      and stabilisation shall be borne, and any net profit arising therefrom
      shall be retained, by the Stabilising Manager for its own account.

(2)   The Issuer confirms that it has been informed of the existence of the
      informational guidance published by the Financial Services Authority in
      relation to stabilisation.

19.   GOVERNING LAW

(1)   This Agreement and every agreement for the issue and purchase of Notes as
      referred to in clause 2 shall be governed by, and construed in accordance
      with, the laws of the State of New York.

(2)   Each of the parties to this Agreement agrees 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.
<PAGE>
                                       21

      Each of the parties to this Agreement hereby irrevocably waives any
      objection which it may have now or hereafter to the laying of the venue of
      any such Proceedings in any such court and any claim that any such
      Proceedings have been brought in an inconvenient forum and hereby further
      irrevocably agrees that a judgment in any such 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 to this Agreement 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.
<PAGE>
                                       22

                                   APPENDIX A

                           INITIAL DOCUMENTATION LIST

                                     PART I

1.    A copy of the Articles of Incorporation and Bylaws of the Issuer,
      certified by the Secretary of the Issuer.

2.    A copy of all resolutions and other authorisations, certified by the
      Secretary of the Issuer, required to be passed or given, and evidence of
      any other action required to be taken, on behalf of the Issuer:

      (a)   to approve its entry into the Agreements, the creation of the
            Programme and the issue of Notes;

      (b)   to authorise appropriate persons to execute each of the Agreements
            and any Notes and to take any other action in connection therewith;
            and

      (c)   to authorise appropriate persons to enter into agreements with any
            Dealer on behalf of the Issuer to issue Notes in accordance with
            clause 2 of this Agreement.

3.    A list of the names, titles and specimen signatures of the persons
      authorised on behalf of the Issuer in accordance with paragraph 2(c)
      above, certified by the Secretary of the Issuer.

4.    Copies of any other governmental or other consents, authorisations and
      approvals required for the Issuer to issue Notes, to execute and deliver
      the Agreements and to fulfil its obligations under the Agreements.

5.    Confirmation that one or more master Temporary Global Notes and master
      Permanent Global Notes (from which copies can be made for each particular
      issue of Notes), duly executed by a person or persons authorised to take
      action on behalf of the Issuer as specified in paragraph 2(b) above, have
      been delivered to the Agent.

6.    Legal opinions addressed to each of the Dealers dated on or after the date
      of this Agreement, in such form and with such content as previously agreed
      to, from:

      (a)   O'Melveny & Myers LLP, legal advisers to the Issuer;

      (b)   General Counsel of the Issuer; and

      (c)   Allen & Overy, legal advisers to the Dealers.

7.    A conformed copy of each Agreement and confirmation that executed copies
      of such documents have been delivered, in the case of the Agency
      Agreement, to the Agent (for itself and the other agents party thereto).

8.    A printed final version of the Offering Circular and the Procedures
      Memorandum.

9.    Confirmation from the Listing Agent that the Luxembourg Stock Exchange
      will list Notes to be issued under the Programme.
<PAGE>
                                       23

10.   Comfort letter from PricewaterhouseCoopers LLP as independent auditors of
      the Issuer in such form and with such content as previously agreed to.

11.   Confirmation that the Programme has been rated A1 by Moody's, AA- by
      Standard & Poor's and AA- by Fitch Ratings Ltd.
<PAGE>
                                       24

                                     PART II

1.    A copy of the Articles of Incorporation and Bylaws of the Issuer,
      certified by the Secretary of the Issuer or confirmation that they have
      not been changed since they were last submitted to the Dealers.

2.    A copy of all resolutions and other authorisations required to be passed
      or given, and evidence of any other action required to be taken, on behalf
      of the Issuer to approve the increase in the amount of the Programme,
      certified by the Secretary of the Issuer.

3.    Copies of any other governmental or other consents, authorisations and
      approvals required for the increase.

4.    Confirmation that one or more master Temporary Global Notes and master
      Permanent Global Notes (from which copies can be made for each particular
      issue of Notes), duly executed by a person or persons authorised to take
      action on behalf of the Issuer as specified in paragraph 2(b) of Part I of
      the Initial Documentation List, have been delivered to the Agent.

5.    Legal opinions addressed to each of the Dealers dated on or after the date
      of this Agreement, in such form and with such content as previously agreed
      to, from:

      (a)   O'Melveny & Myers LLP, legal advisers to the Issuer;

      (b)   General Counsel to the Issuer; and

      (c)   Allen & Overy, legal advisers to the Dealers.

6.    A printed final version of the Offering Circular.

7.    Confirmation from the Listing Agent that the Luxembourg Stock Exchange
      will list Notes to be issued under the increased Programme.

8.    Comfort letter from PricewaterhouseCoopers LLP as independent auditors of
      the Issuer in such form and with such content as previously agreed to.

9.    Confirmation from Moody's, Standard & Poor's and Fitch Ratings Ltd. that
      there has been no change in the rating assigned by them to the Programme
      as a result of the increase.
<PAGE>
                                       25

                                   APPENDIX B

                              SELLING RESTRICTIONS

1.    UNITED STATES

(1)   The Notes have not been and will not be registered under the Securities
      Act, and may not be offered or sold within the United States or to, or for
      the account or benefit of, U.S. persons except in accordance with
      Regulation S under the Securities Act or pursuant to an exemption from the
      registration requirements of the Securities Act. Each Dealer represents
      and agrees that it has offered and sold any Notes, and will offer and sell
      any Notes only in accordance with Regulation S under the Securities Act
      (i) as part of their distribution at any time and (ii) otherwise until 40
      days after the completion of the distribution of all Notes of the Tranche
      of which such Notes are a part, as determined and certified as provided
      below. Each Dealer who has purchased Notes of a Tranche hereunder (or in
      the case of a sale of a Tranche of Notes issued to or through more than
      one Dealer, each of such Dealers as to the Notes of such Tranche purchased
      by or through it or, in the case of a syndicated issue, the relevant Lead
      Manager) shall determine and certify to the Agent the completion of the
      distribution of the Notes of such Tranche. On the basis of such
      notification or notifications, the Agent agrees to notify such Dealer/Lead
      Manager of the end of the distribution compliance period with respect to
      such Tranche. Each Dealer also agrees that, at or prior to confirmation of
      sale of Notes, it will have sent to each distributor, dealer or person
      receiving a selling concession, fee or other remuneration that purchases
      Notes from it during the distribution compliance period a confirmation or
      notice to substantially the following effect:

      "The Securities covered hereby have not been registered under the U.S.
      Securities Act of 1933, as amended (the "SECURITIES ACT"), and may not be
      offered or sold within the United States or to, or for the account or
      benefit of, U.S. persons (i) as part of their distribution at any time or
      (ii) otherwise until 40 days after the completion of the distribution of
      the Securities as determined and certified by the relevant Dealer, in the
      case of a non-syndicated issue, or the Lead Manager, in the case of a
      syndicated issue, and except in either case in accordance with Regulation
      S under the Securities Act. Terms used above have the meanings given to
      them by Regulation S."

      Terms used in this paragraph 1(1) have the meanings given to them by
      Regulation S.

(2)   Each Dealer represents and agrees that it, its affiliates or any persons
      acting on its or their behalf have not engaged and will not engage in any
      directed selling efforts with respect to any Note, and it and they have
      complied and will comply with the offering restrictions requirement of
      Regulation S.

(3)   In addition,

      (a)   except to the extent permitted under U.S. Treas. Reg. Section
            1.163-5(c)(2)(i)(D) (the "D RULES"), each Dealer (a) represents that
            it has not offered or sold, and agrees that during the restricted
            period it will not offer or sell, Notes to a person who is within
            the United States or its possessions or to a United States person,
            and (b) represents that it has not delivered and agrees that it will
            not deliver within the United States or its possessions definitive
            Notes that are sold during the restricted period;

      (b)   each Dealer represents that it has, and agrees that throughout the
            restricted period it will have, in effect procedures reasonably
            designed to ensure that its employees or agents who are directly
            engaged in selling Notes are aware that such Notes may not
<PAGE>
                                       26

            be offered or sold during the restricted period to a person who is
            within the United States or its possessions or to a United States
            person, except as permitted by the D Rules;

      (c)   if it is a United States person, each Dealer represents that it is
            acquiring the Notes for purposes of resale in connection with their
            original issuance and if it retains Notes for its own account, it
            will only do so in accordance with the requirements of U.S. Treas.
            Reg. Section l.163-5(c)(2)(i)(D)(6); and

      (d)   with respect to each affiliate that acquires Notes from a Dealer for
            the purpose of offering or selling such Notes during the restricted
            period, such Dealer repeats and confirms the representations and
            agreements contained in subparagraphs (a), (b) and (c) on such
            affiliate's behalf.

      Terms used in this paragraph 1(3) have the meanings given to them by the
      U.S. Internal Revenue Code of 1986, as amended, and regulations
      thereunder, including the D Rules.

(4)   Each issue of Index Linked Notes or Dual Currency Notes shall be subject
      to such additional U.S. selling restrictions as the Issuer and the
      relevant Dealer may agree as a term of the issue and purchase of such
      Notes, which additional selling restrictions shall be set out in the
      applicable Pricing Supplement. The relevant Dealer agrees that it shall
      offer, sell and deliver such Notes only in compliance with such additional
      U.S. selling restrictions.

2.    UNITED KINGDOM

      Each Dealer represents and agrees that:

      (i)   in relation to Notes which have a maturity of one year or more, it
            has not offered or sold and, prior to the expiry of the period of
            six months from the Issue Date of such Notes, will not offer or sell
            any such Notes to persons in the United Kingdom except to persons
            whose ordinary activities involve them in acquiring, holding,
            managing or disposing of investments (as principal or agent) for the
            purposes of their businesses or otherwise in circumstances which
            have not resulted and will not result in an offer to the public in
            the United Kingdom within the meaning of the Public Offers of
            Securities Regulations 1995 (as amended);

      (ii)  in relation to any Notes having a maturity of less than one year,
            (a) it is a person whose ordinary activities involve it in
            acquiring, holding, managing or disposing of investments (as
            principal or agent) for the purposes of its business and (b) it has
            not offered or sold and will not offer or sell any Notes other than
            to persons whose ordinary activities involve them in acquiring,
            holding, managing or disposing of investments (as principal or as
            agent) for the purposes of their businesses or who it is reasonable
            to expect will acquire, hold, manage or dispose of investments (as
            principal or agent) for the purposes of their businesses where the
            issue of the Notes would otherwise constitute a contravention of
            Section 19 of the FSMA by the Issuer;

      (iii) it has only communicated or caused to be communicated and will only
            communicate or cause to be communicated any invitation or inducement
            to engage in investment activity (within the meaning of Section 21
            of the FSMA) received by it in connection with the issue or sale of
            any Notes in circumstances in which Section 21(1) of the FSMA does
            not apply to the Issuer; and
<PAGE>
                                       27

      (iv)  it has complied and will comply with all applicable provisions of
            the FSMA with respect to anything done by it in relation to any
            Notes in, from or otherwise involving the United Kingdom.

3.    JAPAN

      The Notes have not been and will not be registered under the Securities
      and Exchange Law of Japan (the "SECURITIES AND EXCHANGE LAW") and each
      Dealer agrees that it will not offer or sell any Notes, directly or
      indirectly, in Japan or to, or for the benefit of, any resident of Japan
      (which term as used herein means any person resident in Japan, including
      any corporation or other entity organised under the laws of Japan), or to
      others for re-offering or resale, directly or indirectly, in Japan or to a
      resident of Japan except pursuant to an exemption from the registration
      requirements of, and otherwise in compliance with, the Securities and
      Exchange Law and any other applicable laws and regulations of Japan.

4.    FRANCE

      The Issuer and each Dealer represents and agrees, it has not offered or
      sold, and will not offer or sell, directly or indirectly, Notes to the
      public in France, and has not distributed or caused to be distributed and
      will not distribute or cause to be distributed to the public in France,
      the Offering Circular or any other offering material relating to the
      Notes, and that such offers, sales and distributions have been and shall
      be made in France only to qualified investors (investisseurs qualifies)
      acting for their own account, as defined in and in accordance with
      articles 5 L.411-1 and L.411-2 of the French Code Monetaire et Financier
      and decret no. 98-880 dated 1st October, 1998.

5.    THE NETHERLANDS

      Each Dealer represents and agrees that it has not, directly or indirectly,
      offered or sold and will not, directly or indirectly, offer or sell in The
      Netherlands any Notes with a denomination of less than E50,000 (or its
      foreign currency equivalent) other than to persons who trade or invest in
      securities in the conduct of a profession or business (which include
      banks, stockbrokers, insurance companies, pension funds, other
      institutional investors and finance companies and treasury departments of
      large enterprises) unless one of the other exemptions from or exceptions
      to the prohibition contained in article 3 of the Dutch Securities
      Transactions Supervision Act 1995 ("Wet toezicht effectenverkeer 1995") is
      applicable and the conditions attached to such exemption or exception are
      complied with.

6.    GERMANY

      Each Dealer represents and agrees that Notes have not been and will not be
      offered, sold or publicly promoted or advertised by it in the Federal
      Republic of Germany other than in compliance with the German Securities
      Selling Prospectus Act (Wertpapierverkaufsprospektgesetz) of 13th
      December, 1990, as amended, or any other laws applicable in the Federal
      Republic of Germany governing the issue, offering and sale of securities.

7.    GENERAL

      Each Dealer agrees that it will (to the best of its knowledge and belief)
      comply with all applicable securities laws and regulations in force in any
      jurisdiction in which it purchases, offers, sells or delivers Notes or
      possesses or distributes the Offering Circular and will obtain any
      consent, approval or permission required by it for the purchase, offer,
      sale or delivery by it of Notes under the laws and regulations in force in
      any jurisdiction to which it is subject or
<PAGE>
                                       28

      in which it makes such purchases, offers, sales or deliveries and none of
      the Issuer and any other Dealer shall have any responsibility therefor.

      None of the Issuer and any of the Dealers represents that Notes may at any
      time lawfully be sold in compliance with any applicable registration or
      other requirements in any jurisdiction, or pursuant to any exemption
      available thereunder, or assumes any responsibility for facilitating such
      sale.

      With regard to each Tranche, the relevant Dealer will be required to
      comply with such other additional restrictions as the Issuer and the
      relevant Dealer shall agree and as shall be set out in the applicable
      Pricing Supplement.
<PAGE>

                                       29


                                   APPENDIX C

                                     PART I

                   FORM OF DEALER ACCESSION LETTER - PROGRAMME

[Date]

To:   INTERNATIONAL LEASE FINANCE CORPORATION
      (the "ISSUER")

Dear Sirs,

                     INTERNATIONAL LEASE FINANCE CORPORATION
                         EURO MEDIUM TERM NOTE PROGRAMME

We refer to the amended and restated Programme Agreement dated 16th May, 2003
entered into in respect of the above Euro Medium Term Note Programme and made
between the Issuer and the Dealers party thereto (which agreement, as amended,
supplemented or restated from time to time, is herein referred to as the
"PROGRAMME AGREEMENT").

CONDITIONS PRECEDENT

We confirm that we are in receipt of the documents referenced below:

(i)   a copy of the Programme Agreement; and

(ii)  a copy of current versions of all documents referred to in Part I of
      Appendix A of the Programme Agreement,

and have found them to our satisfaction.

For the purposes of the Programme Agreement our notice details are as follows:

[insert name, address, telephone, facsimile, telex (+ answerback) and
attention].

In consideration of the appointment by the Issuer of us as a Dealer under the
Programme Agreement we hereby undertake, for the benefit of the Issuer and each
of the other Dealers, that we will perform and comply with all the duties and
obligations expressed to be assumed by a Dealer under the Programme Agreement.

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

Yours faithfully,
[Name of New Dealer]

By:
cc:   CITIBANK, N.A. as Agent
      The other Dealers
<PAGE>
                                       30


                                     PART II

                     FORM OF CONFIRMATION LETTER - PROGRAMME

[Date]


To:   [Name and address of New Dealer]


Dear Sirs,

                     INTERNATIONAL LEASE FINANCE CORPORATION
                         EURO MEDIUM TERM NOTE PROGRAMME

We refer to the amended and restated Programme Agreement dated 16th May, 2003
(such agreement, as amended, supplemented or restated from time to time, the
"PROGRAMME AGREEMENT") entered into in respect of the above Euro Medium Term
Note Programme and hereby acknowledge receipt of your Dealer Accession Letter to
us dated [specify].

We hereby confirm that, with effect from the date hereof, you shall become a
Dealer under the Programme Agreement in accordance with clause 11(2) of the
Programme Agreement.

Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION


By:


cc:   CITIBANK, N.A. as Agent
      The other Dealers
<PAGE>
                                       31


                                    PART III

                  FORM OF DEALER ACCESSION LETTER - NOTE ISSUE

[Date]

To:   INTERNATIONAL LEASE FINANCE CORPORATION
      (the "ISSUER")

Dear Sirs,

                     INTERNATIONAL LEASE FINANCE CORPORATION
                             [DESCRIPTION OF ISSUE]
                                  (the "NOTES")

We refer to the amended and restated Programme Agreement dated 16th May, 2003
and made between the Issuer and the Dealers party thereto (which agreement, as
amended, supplemented or restated from time to time, is herein referred to as
the "PROGRAMME AGREEMENT").

CONDITIONS PRECEDENT

We confirm that we are in receipt of the documents referenced below:

(i)   a copy of the Programme Agreement; and

(ii)  a copy of current versions of such of the other documents referred to in
      Part I of Appendix A of the Programme Agreement as we have requested,

and have found them to our satisfaction or (in the case of the documents
referred to in (ii) above) have waived such production.

For the purposes of the Programme Agreement our notice details are as follows:

[insert name, address, telephone, facsimile, telex (+ answerback) and
attention].

In consideration of the appointment by the Issuer of us as a Dealer under the
Programme Agreement in respect of the issue of the Notes we hereby undertake,
for the benefit of the Issuer and each of the other Dealers, that, in relation
to the issue of the Notes, we will perform and comply with all the duties and
obligations expressed to be assumed by a Dealer under the Programme Agreement.

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

Yours faithfully,
[Name of New Dealer]

By:

cc:   CITIBANK, N.A. as Agent
<PAGE>
                                       32


                                     PART IV

                    FORM OF CONFIRMATION LETTER - NOTE ISSUE

[Date]


To:   [Name and address of New Dealer]


Dear Sirs,

                     INTERNATIONAL LEASE FINANCE CORPORATION
                             [DESCRIPTION OF ISSUE]
                                  (the "NOTES")

We refer to the amended and restated Programme Agreement dated 16th May, 2003
(such agreement, as amended, supplemented or restated from time to time, the
"PROGRAMME AGREEMENT") and hereby acknowledge receipt of your Dealer Accession
Letter to us dated [specify].

We hereby confirm that, with effect from the date hereof, in respect of the
issue of the Notes, you shall become a Dealer under the Programme Agreement in
accordance with the provisions of clause 11(2) of the Programme Agreement.

Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION


By:


cc:   CITIBANK, N.A. as Agent
<PAGE>
                                       33


                                   APPENDIX D

                 LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
                                OF THE PROGRAMME

[Date]


To:   The Dealers and the Listing Agent
      (as those expressions are defined in the
      amended and restated Programme Agreement dated 16th May, 2003
      as amended, supplemented or restated from
      time to time, (the "PROGRAMME AGREEMENT"))

Dear Sirs,

                     INTERNATIONAL LEASE FINANCE CORPORATION
                         EURO MEDIUM TERM NOTE PROGRAMME

We hereby require, pursuant to clause 12(1) of the Programme Agreement, that the
aggregate nominal amount of the above Programme be increased to U.S.$ [specify]
from [specify date which is no earlier than seven London business days after the
date the notice is given] whereupon (but subject as provided in the next
paragraph) all references in the Agreements will be deemed amended accordingly.

We understand that this increase is subject to the satisfaction of the condition
set out in clause 12(2) of the Programme Agreement namely that each Dealer shall
have received and found satisfactory all the documents and confirmations
described in the Part II of the Initial Documentation List (with such changes as
may be relevant, with reference to the circumstances at the time of the proposed
increase, as are agreed between the Issuer and the Dealers) and the delivery of
any further conditions precedent that any of the Dealers may reasonably require.

You must notify the Arranger and ourselves within three London business days of
receipt by you of those documents and confirmations and, if applicable, further
conditions precedent if you consider (in your reasonable opinion) such
documents, confirmations and, if applicable, such further conditions precedent
to be unsatisfactory and, in the absence of such notification, you will be
deemed to consider such documents and confirmations to be satisfactory and such
further conditions precedent to be satisfied.

Terms used in this letter have the meanings given to them in the Programme
Agreement.

Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION

By:

cc:   CITIBANK, N.A. as Agent
<PAGE>
                                       34


                                   APPENDIX E

                         FORM OF SUBSCRIPTION AGREEMENT

                     INTERNATIONAL LEASE FINANCE CORPORATION

                             [DESCRIPTION OF ISSUE]

[DATE]


To:   [Names of Dealers]
      (the "MANAGERS")

c/o   [Name of Lead Manager]
      (the "LEAD MANAGER")


cc:     CITIBANK, N.A.
      as Agent

Dear Sirs,

INTERNATIONAL LEASE FINANCE CORPORATION (the "ISSUER") proposes to issue
[DESCRIPTION OF ISSUE] (the "NOTES") pursuant to the U.S.$5,000,000,000 Euro
Medium Term Note Programme established by it. The terms of the issue shall be as
set out in the form of Pricing Supplement attached to this Agreement as Annexe
A.

This Agreement is made pursuant to the terms of the amended and restated
Programme Agreement as amended and/or supplemented from time to time (the
"PROGRAMME AGREEMENT") dated 16th May, 2003 between the Issuer and the Dealers
party thereto. All terms with initial capitals used herein without definition
have the meanings given to them in the Programme Agreement.

We wish to record the arrangements agreed between us in relation to the issue:

1.    This Agreement appoints each Manager which is not a party to the Programme
      Agreement (each a "NEW DEALER") as a New Dealer in accordance with the
      provisions of clause 11 of the Programme Agreement for the purposes of the
      issue of the Notes. The Lead Manager confirms that it is in receipt of the
      documents referenced below:

      (i)   a copy of the Programme Agreement; and

      (ii)  a copy of such of the documents referred to in Part I of Appendix A
            of the Programme Agreement as the Lead Manager (on behalf of the
            Managers) has requested and has confirmed with each New Dealer that
            it has found them to be satisfactory or (in the case of any or all
            of the documents referred to in (ii)) has waived such production.

      For the purposes of the Programme Agreement the details of the Lead
      Manager for service of notices are as follows:

      [insert name, address, telephone, facsimile, telex (+ answerback) and
      attention].
<PAGE>
                                       35


      In consideration of the Issuer appointing each New Dealer as a Dealer in
      respect of the Notes under the Programme Agreement, each New Dealer hereby
      undertakes, for the benefit of the Issuer, the Lead Manager (for itself
      and each of the other Dealers) and the Managers, that, in relation to the
      issue of the Notes, it will perform and comply with all the duties and
      obligations expressed to be assumed by a Dealer under the Programme
      Agreement, a copy of which it acknowledges it has received from the Lead
      Manager. The Issuer hereby confirms that each New Dealer shall be vested
      with all authority, rights, powers, duties and obligations of a Dealer in
      relation to the issue of the Notes as if originally named as a Dealer
      under the Programme Agreement provided that following the Issue Date of
      the Notes each New Dealer shall have no further such authority, rights,
      powers, duties or obligations except such as may have accrued or been
      incurred prior to, or in connection with, the issue of the Notes.

2.    Subject to the terms and conditions of the Programme Agreement and this
      Agreement the Issuer hereby agrees to issue the Notes and the Managers
      jointly and severally agree to subscribe or procure subscribers for the
      Notes at a price of [specify] per cent. of the principal amount of the
      Notes (the "PURCHASE PRICE"), being the issue price of [specify] per cent.
      less a selling [commission/concession] of [specify] per cent. of such
      principal amount and a combined management and underwriting commission of
      [specify] per cent. of such principal amount.

3.    The settlement procedures set out in Part [1/2] of Annexe A to the
      Procedures Memorandum shall apply as if set out in this Agreement provided
      that, for the purposes of this Agreement:

      (i)   the sum payable on the Issue Date shall represent the Purchase Price
            less any amount payable in respect of Managers' expenses as provided
            in the agreement referred to in clause 4 of this Agreement);

      (ii)  "ISSUE DATE" means [specify] a.m. ([specify] time) on [specify] or
            such other time and/or date as the Issuer and the Lead Manager on
            behalf of the Managers may agree; and

      (iii) "PAYMENT INSTRUCTION DATE" means the Issue Date unless there is to
            be a pre-closing for the issue in which case it means the business
            day (being a day on which banks and foreign exchange markets are
            open for business in London) prior to the Issue Date.

4.    The arrangements in relation to expenses have been separately agreed
      between the Issuer and the Lead Manager.

5.    The obligation of the Managers to purchase the Notes is conditional upon:

      (i)   the conditions set out in clause 3(2) (other than that set out in
            clause 3(2)(f)) of the Programme Agreement being satisfied as of the
            Payment Instruction Date (on the basis that the references therein
            to "RELEVANT DEALER" shall be construed as references to the Lead
            Manager) and without prejudice to the aforesaid, the Offering
            Circular dated [specify] [, as supplemented by [ ],] containing all
            material information relating to the assets and liabilities,
            financial position and profits and losses of the Issuer and nothing
            having happened or being expected to happen which would require the
            Offering Circular [, as so supplemented,] to be [further]
            supplemented or updated; and

      (ii)  the delivery to the Lead Manager on the Payment Instruction Date of:
<PAGE>
                                       36


            (A)   legal opinions addressed to the Managers dated the Payment
                  Instruction Date in such form and with such contents as the
                  Lead Manager, on behalf of the Managers, may reasonably
                  require from the general counsel of the Issuer, O'Melveny &
                  Myers LLP, the legal advisers to the Issuer and Allen & Overy,
                  the legal advisers to the Managers;

            (B)   a certificate dated as at the Payment Instruction Date signed
                  by a duly authorised officer of the Issuer giving confirmation
                  to the effect stated in paragraph (i) of this clause;

            (C)   a comfort letter dated the Payment Instruction Date from the
                  independent auditors of the Issuer, in such form and with such
                  content as the Managers may reasonably request; and

            (D)   such other conditions precedent as the Lead Manager may
                  require.

      If any of the foregoing conditions is not satisfied on or before the
      Payment Instruction Date, this Agreement shall terminate on such date and
      the parties hereto shall be under no further liability arising out of this
      Agreement (except for any liability of the Issuer in relation to expenses
      as provided in the agreement referred to in clause 4 and except for any
      liability arising before or in relation to such termination), provided
      that the Lead Manager, on behalf of the Managers, may in its discretion
      waive any of the aforesaid conditions (other than the condition precedent
      contained in clause 3(2)(c) of the Programme Agreement) or any part of
      them.

6.    The Lead Manager, on behalf of the Managers, may, by notice to the Issuer,
      terminate this Agreement at any time prior to payment of the net purchase
      money to the Issuer if any of the following occurs (after the date of this
      Agreement): (a) a suspension or material limitation (including any setting
      of minimum prices) in trading securities generally on the New York Stock
      Exchange, the London Stock Exchange or any stock exchange on which such
      Notes are to be listed if the effect of any such event, in the judgment of
      the relevant Dealer or, if more than one, the relevant Lead Manager on
      behalf of the relevant Dealers, is to make it impracticable or inadvisable
      to proceed with the solicitation by such relevant Dealer(s) of offers to
      purchase Notes or the purchase of Notes from the Issuer as principal on
      the terms and in the manner contemplated by the Offering Circular, as
      amended or supplemented; (b) a general moratorium on commercial banking
      activities in New York declared by either Federal or New York State
      authorities, in Europe declared by the European Central Bank or, in
      respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands,
      Spain or the United Kingdom, declared by the relevant national
      authorities, or in respect of the country (if not included in the
      foregoing list of countries) in whose currency the payments of interest or
      principal on the Notes are denominated, declared by the relevant national
      authority; (c) the outbreak or escalation of hostilities involving the
      United States, Belgium, France, Germany, Italy, Luxembourg, The
      Netherlands, Spain or the United Kingdom or the country (if not included
      in the foregoing list of countries) in whose currency the payments of
      interest or principal on the Notes are denominated, or the declaration by
      any such country of a national emergency of war (other than any such
      outbreak, escalation or declaration that does not represent a significant
      departure from the conditions that exist on the date of this Agreement) if
      the effect of any such event, in the judgment of the relevant Dealer or,
      if more than one, the relevant Lead Manager on behalf of the relevant
      Dealers, is to make it impracticable or inadvisable to proceed with the
      solicitation by such relevant Dealer(s) of offers to purchase Notes or the
      purchase of Notes from the relevant Issuer as principal on the terms and
      in the manner contemplated by the Offering Circular, as amended or
      supplemented; (d) the suspension in trading in the securities of the
      Issuer on any national securities exchange or
<PAGE>
                                       37


      quotation system on which they are listed or quoted if the effect of such
      event, in the judgment of the relevant Dealer or, if more than one, the
      relevant Lead Manager on behalf of the relevant Dealers, is to make it
      impracticable or inadvisable to proceed with the solicitation by such
      relevant Dealer(s) of offers to purchase Notes or the purchase of Notes
      from the Issuer as principal on the terms and in the manner contemplated
      by the Offering Circular, as amended or supplemented; (e) any downgrading
      in or withdrawal of the rating accorded the Issuer's senior debt
      securities by any "nationally recognized statistical rating organization",
      as that term is defined by the U.S. Securities and Exchange Commission for
      purposes of Rule 436(g)(2) under the Securities Act; or (f) any material
      change in or affecting the business or properties of the Issuer that, in
      the judgment of the relevant Dealer or, if more than one, the relevant
      Lead Manager on behalf of the relevant Dealers, materially impairs the
      investment quality of the Notes.

7.    Clause 19 of the Programme Agreement shall also apply to this Agreement as
      if expressly incorporated herein.

8.    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.







Please confirm that this letter correctly sets out the arrangements agreed
between us.

Yours faithfully,

For:  INTERNATIONAL LEASE FINANCE CORPORATION


By:


We agree to the foregoing.

For:  [NAMES OF MANAGERS]


By:
<PAGE>
                                       38

                     ANNEXE A TO THE SUBSCRIPTION AGREEMENT

FORM OF PRICING SUPPLEMENT

     Set out below is the form of Pricing Supplement which will be completed for
each Tranche of Notes issued under the Programme.

     [Date]

                    INTERNATIONAL LEASE FINANCE CORPORATION

        ISSUE OF [AGGREGATE NOMINAL AMOUNT OF TRANCHE] [TITLE OF NOTES]
                          UNDER THE U.S.$5,000,000,000
                        EURO MEDIUM TERM NOTE PROGRAMME

     This document constitutes the Pricing Supplement relating to the issue of
Notes described herein. Terms used herein shall be deemed to be defined as such
for the purposes of the Conditions set forth in the Offering Circular dated 16
May, 2003. This Pricing Supplement is supplemental to and must be read in
conjunction with such Offering Circular.

     [Include whichever of the following apply or specify as "Not Applicable"
(N/A). Note that the numbering should remain as set out below, even if "Not
Applicable" is indicated for individual paragraphs or sub-paragraphs.]

     [If the Notes have a maturity of less than one year from the date of their
issue, the minimum denomination may need to be L100,000 or its equivalent in any
other currency.]

<Table>
<S>   <C>                                           <C>
 1.   Issuer:                                       International Lease Finance Corporation
 2.   [(i)] Series Number:                          [        ]
      [(ii) Tranche Number:                         [        ]
                                                    (If fungible with an existing Series,
                                                    details of that Series, including the date
                                                    on which the Notes become fungible)]
 3.   Specified Currency or Currencies:             [        ]
 4.   Aggregate Nominal Amount:
      -- Tranche:                                   [        ]
      -- Series:                                    [        ]
 5.   [(i)] Issue Price of Tranche:                 [        ] per cent. of the Aggregate
                                                    Nominal Amount [plus accrued interest from
                                                    [insert date] (in the case of fungible
                                                    issues only, if applicable)]
      [(ii) Net proceeds:                           [        ] (Required only for listed
                                                    issues)]
 6.   Specified Denominations:                      [        ]
                                                    [        ]
 7.   (i)  Issue Date:                              [        ]
      (ii) Interest Commencement Date:              [        ]
 8.   Maturity Date:                                [Fixed rate -- specify date/Floating rate
                                                    -- Interest Payment Date falling in or
                                                    nearest to [specify month]]
 9.   Interest Basis:                               [[        ] per cent. Fixed Rate]
                                                    [[LIBOR/EURIBOR] [+/-] [        ] per cent.
                                                    Floating Rate]
                                                    [Zero Coupon]
                                                    [Index Linked Interest]
                                                    [specify other]
                                                    (further particulars specified below)
</Table>
<PAGE>
                                       39

<Table>
<S>   <C>                                           <C>
10.   Redemption/Payment Basis:                     [Redemption at par]
                                                    [Index Linked Redemption]
                                                    [Dual Currency]
                                                    [Partly Paid]
                                                    [Instalment]
                                                    [specify other]
11.   Change of Interest Basis or                   [Specify details of any provision for
      Redemption/Payment Basis:                     change of Notes into another Interest Basis
                                                    or Redemption/Payment Basis]
12.   Put/Call Options:                             [Investor Put]
                                                    [Issuer Call]
                                                    [(further particulars specified below)]
13.   Listing:                                      [Luxembourg/specify other/None]
14.   Method of distribution:                       [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.   FIXED RATE NOTE PROVISIONS                    [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Rate[(s)] of Interest:                   [        ] per cent. per annum [payable
                                                    [annually/semi-annually/quarterly] in
                                                    arrear]
                                                    (If payable other than annually, consider
                                                    amending Condition 4)
      (ii) Interest Payment Date(s):                [[        ] in each year up to and
                                                    including the Maturity Date/specify other]
                                                    (NB: This will need to be amended in the
                                                    case of long or short coupons)
      (iii) Fixed Coupon Amount(s):                 [        ] per [        ] in nominal amount
      (iv) Broken Amount(s):                        [Insert particulars of any initial or final
                                                    broken interest amounts which do not
                                                    correspond with the Fixed Coupon Amount]
      (v)  Day Count Fraction (subject to           [30/360 or Actual/Actual (ISMA) or specify
           paragraph 29):                           other]
                                                    (NB: if interest is not payable on a
                                                    regular basis (for example, if there are
                                                    Broken Amounts specified) Actual/Actual
                                                    (ISMA) may not be a suitable Day Count
                                                    Fraction)
      (vi) Determination Date(s):                   [        ] in each year
                                                    [Insert regular interest payment dates,
                                                    ignoring issue date or maturity date in the
                                                    case of a long or short first or last
                                                    coupon
                                                    (NB: This will need to be amended in the
                                                    case of regular interest payment dates
                                                    which are not of equal duration)
                                                    (NB: Only relevant where Day Count Fraction
                                                    is Actual/Actual (ISMA))]
      (vii) Other terms relating to the method of
            calculating interest for Fixed Rate     [None/Give details]
            Notes:
</Table>
<PAGE>
                                       40

<Table>
<S>   <C>                                           <C>
16.   FLOATING RATE NOTE PROVISIONS                 [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Specified Period(s)/Specified Interest
      Payment Dates:                                [        ]
      (ii) Business Day Convention:                 [Floating Rate Convention/Following
                                                    Business Day Convention/Modified Following
                                                    Business Day Convention/Preceding Business
                                                    Day Convention/specify other]
      (iii) Additional Business Centre(s):          [        ]
      (iv) Manner in which the Rate of Interest     [Screen Rate Determination/ISDA
      and Interest Amount is to be determined:      Determination/specify other]
      (v)  Party responsible for calculating the
      Rate of Interest and Interest Amount (if
           not the Agent):                          [        ]
      (vi) Screen Rate Determination:
           -- Reference Rate:                       [        ]
                                                    (Either LIBOR, EURIBOR or other, although
                                                    additional information is required if
                                                    other -- including the fallback provisions
                                                    in the Agency Agreement)
      -- Interest Determination Date(s):            [        ]
                                                    (Second day on which commercial banks are
                                                    open for general business (including
                                                    dealings in foreign exchange and foreign
                                                    currency deposits) in London prior to the
                                                    start of each Interest Period if LIBOR
                                                    (other than euro LIBOR or Sterling LIBOR)
                                                    and first day of each Interest Period if
                                                    Sterling LIBOR and second day on which the
                                                    TARGET System is open prior to the start of
                                                    each Interest Period if EURIBOR or euro
                                                    LIBOR)
      -- Relevant Screen Page:                      [        ]
                                                    (In the case of EURIBOR, if not Telerate
                                                    Page 248 ensure it is a page which shows a
                                                    composite rate or amend the fallback
                                                    provisions appropriately)
      (vii) ISDA Determination:
      -- Floating Rate Option:                      [        ]
      -- Designated Maturity:                       [        ]
      -- Reset Date:                                [        ]
      (viii)Margin(s):                              [+/-] [        ] per cent. per annum
      (ix)  Minimum Rate of Interest:               [        ] per cent. per annum
      (x)   Maximum Rate of Interest:               [        ] per cent. per annum
      (xi)  Day Count Fraction:                     [Actual/365 or Actual/Actual
                                                    Actual/365 (Fixed)
                                                    Actual/365 (Sterling)
                                                    Actual/360
                                                    30/360, 360/360 or Bond Basis
                                                    30E/360 or Eurobond Basis
                                                    Other]
                                                    (see Condition 4 for alternatives)
      (xii) Fallback provisions, rounding
      provisions and any other terms relating to
            the method of calculating interest on
            Floating Rate Notes, if different
            from those set out in the Conditions:   [        ]
</Table>
<PAGE>
                                       41

<Table>
<S>   <C>                                           <C>
17.   ZERO COUPON NOTE PROVISIONS                   [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Accrual Yield:                           [        ] per cent. per annum
      (ii) Reference Price:                         [        ]
      (iii) Any other formula/basis of              [        ]
      determining amount payable:                   (Consider applicable day count fraction if
                                                    euro denominated)
      (iv) Day Count Fraction in relation to
      Early Redemption Amounts and late payment:    [Condition 6(e)(iii) and 6(j) apply/specify
                                                    other]
                                                    (Consider applicable day count fraction if
                                                    not U.S. dollar denominated)
18.   INDEX LINKED INTEREST NOTE PROVISIONS         [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Index/Formula:                           [give or annex details]
      (ii) Calculation Agent responsible for
      calculating the principal and/or interest     [        ]
           due:
      (iii) Provisions for determining coupon
      where calculation by reference to Index
            and/or Formula is impossible or         [        ]
            impracticable:
      (iv) Specified Period(s)/Specified Interest
      Payment Dates:                                [        ]
      (v)  Business Day Convention:                 [Floating Rate Convention/Following
                                                    Business Day Convention/Modified Following
                                                    Business Day Convention/Preceding Business
                                                    Day Convention/specify other]
      (vi) Additional Business Centre(s):           [        ]
      (vii) Minimum Rate of Interest:               [        ] per cent. per annum
      (viii) Maximum Rate of Interest:              [        ] per cent. per annum
      (ix) Day Count Fraction:                      [        ]
19.   DUAL CURRENCY NOTE PROVISIONS                 [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Rate of Exchange/method of calculating   [give details]
      Rate of Exchange:
      (ii) Calculation Agent, if any, responsible
      for calculating the principal and/or
           interest payable:                        [        ]
      (iii) Provisions applicable where
      calculation by reference to Rate of
            Exchange impossible or impracticable:   [        ]
      (iv) Person at whose option Specified
           Currency(ies) is/are payable:            [        ]
PROVISIONS RELATING TO REDEMPTION
20.   Issuer Call:                                  [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Optional Redemption Date(s):             [        ]
      (ii) Optional Redemption Amount(s) and
      method, if any, of calculation of such
           amount(s):                               [        ]
</Table>
<PAGE>
                                        42

<Table>
<S>   <C>                                           <C>
      (iii) If redeemable in part:
      (a) Minimum Redemption Amount:                [        ]
      (b) Maximum Redemption Amount:                [        ]
      (iv) Notice period (if other than as set
      out in the Conditions):                       [        ]
21.   Investor Put:                                 [Applicable/Not Applicable]
                                                    (If not applicable, delete the remaining
                                                    sub-paragraphs of this paragraph)
      (i)  Optional Redemption Date(s):             [        ]
      (ii) Optional Redemption Amount(s) and
      method, if any, of calculation of such        [        ]
           amount(s):
      (iii) Notice period (if other than as set
      out in the Conditions):                       [        ]
22.   Final Redemption Amount:                      [Par/specify other/see Appendix]
23.   Early Redemption Amount(s) payable on
      redemption for taxation reasons or on event
      of default and/or the method of calculating
      the same (if required or if different from
      that set out in Condition 6(e)):              [        ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.   Form of Notes:                                [Temporary Global Note exchangeable for a
                                                    Permanent Global Note which is exchangeable
                                                    for Definitive Notes on 60 days' notice
                                                    given at any time] or
                                                    [Temporary Global Note exchangeable into
                                                    Definitive Notes on and after the Exchange
                                                    Date]
25.   Additional Financial Centre(s) or other       [Not Applicable/give details]
      special provisions relating to Payment        (Note that this item relates to the place
      Dates:                                        of payment and not Interest Period end
                                                    dates to which items 16(iii) and 18(vi)
                                                    relate)
26.   Talons for future Coupons or Receipts to be
      attached to Definitive Notes (and dates on
      which such Talons mature):                    [Yes/No. If yes, give details]
27.   Details relating to Partly Paid Notes:
      amount of each payment comprising the Issue
      Price and date on which each payment is to
      be made and consequences of failure to pay,
      including any right of the Issuer to
      forfeit the Notes and interest due on late    [Not Applicable/give details. NB: a new
      payment:                                      form of Temporary Global Note and/or
                                                    Permanent Global Note may be required for
                                                    Partly Paid issues.]
28.   Details relating to Instalment Notes:
      (i)  Instalment Amount(s):                    [Not Applicable/give details]
      (ii) Instalment Date(s):                      [Not Applicable/give details]
29.   Redenomination:                               Redenomination [not] applicable
                                                    (If Redenomination is applicable, specify
                                                    the terms of the redenomination in an Annex
                                                    to the Pricing Supplement)
30.   Other terms or special conditions:            [Not Applicable/give details]
DISTRIBUTION
31.   (i)  If syndicated, names of Managers:        [Not Applicable/give names]
      (ii) Stabilising Manager (if any):            [Not Applicable/give name]
</Table>
<PAGE>
                                        43

<Table>
<S>   <C>                                           <C>
32.   If non-syndicated, name of relevant Dealer:   [        ]
33.   Whether TEFRA D or TEFRA C rules applicable   [TEFRA D/TEFRA C/TEFRA not applicable]
      or TEFRA rules not applicable:
34.   Additional selling restrictions:              [Not Applicable/give details]
OPERATIONAL INFORMATION
35.   Any clearing system(s) other than Euroclear
      and Clearstream, Luxembourg and the
      relevant identification number(s):            [Not Applicable/give name(s) and number(s)]
36.   Delivery:                                     Delivery [against/free of] payment
37.   Additional Paying Agent(s) (if any):          [        ]
</Table>

<Table>
<S>   <C>                                           <C>
      ISIN:                                         [        ]
      Common Code:                                  [        ]
</Table>

LISTING APPLICATION

     This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the U.S.$5,000,000,000 Euro Medium Term Note
Programme of International Lease Finance Corporation.

RESPONSIBILITY

    The Issuer accepts responsibility for the information contained in this
    Pricing Supplement.
     Signed on behalf of the Issuer:
     By
    Duly authorised

     If the applicable Pricing Supplement specifies any modification to the
Terms and Conditions of the Notes as described herein, it is envisaged that, to
the extent that such modification relates only to Conditions 1, 4, 5, 6 (except
Condition 6(b)), 10, 11, 12, 13 (insofar as such Notes are not listed or
admitted to trade on any stock exchange) or 15, they will not necessitate the
preparation of a supplement to the Offering Circular. If the Terms and
Conditions of the Notes of any Series are to be modified in any other respect, a
supplement to the Offering Circular will be prepared, if appropriate.

<PAGE>


                                       44


SIGNATORIES

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

THE ISSUER

INTERNATIONAL LEASE FINANCE CORPORATION

By: /s/ PAMELA HENDRY

THE DEALERS

ABN AMRO BANK N.V.

BANC OF AMERICA SECURITIES LIMITED

CITIGROUP GLOBAL MARKETS LIMITED

COMMERZBANK AKTIENGESELLSCHAFT

DEUTSCHE BANK AG LONDON

J.P. MORGAN SECURITIES LTD.

LEHMAN BROTHERS INTERNATIONAL (EUROPE)

MERRILL LYNCH INTERNATIONAL

MORGAN STANLEY & CO. INTERNATIONAL LIMITED

SOCIETE GENERALE

UBS LIMITED

WESTLB AG

Each by its duly authorised signatory: /s/ SARAH MCMORROW