<PAGE>
                                                                       Exhibit 4






                              DATED 15TH MAY, 2002






                     INTERNATIONAL LEASE FINANCE CORPORATION






                               U.S. $4,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME







                            -------------------------
                                AGENCY AGREEMENT
                             (AMENDED AND RESTATED)
                            -------------------------








                                  ALLEN & OVERY
                                     London


<PAGE>


                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
<S>     <C>                                                                 <C>
1.      Definitions and Interpretation.........................................2
2.      Appointment of Agents..................................................7
3.      Issue of Global Notes..................................................8
4.      Exchange of Global Notes...............................................9
5.      Determination of End of Distribution Compliance Period................10
6.      Terms of Issue........................................................10
7.      Payments..............................................................11
8.      Determinations and Notifications in Respect of Notes and
        Interest Determination................................................13
9.      Notice of any Withholding or Deduction................................15
10.     Duties of the Paying Agents in Connection with Early Redemption.......16
11.     Receipt and Publication of Notices....................................17
12.     Cancellation of Notes, Receipts, Coupons and Talons...................17
13.     Issue of Replacement Notes, Receipts, Coupons and Talons..............18
14.     Copies of Documents Available for Inspection..........................19
15.     Meetings of Noteholders...............................................19
16.     Commissions and Expenses..............................................19
17.     Indemnity.............................................................20
18.     Responsibility of the Paying Agents...................................20
19.     Conditions of Appointment.............................................20
20.     Communication Between the Parties.....................................21
21.     Changes in Paying Agents..............................................22
22.     Merger and Consolidation..............................................23
23.     Notification of Changes to Paying Agents..............................23
24.     Change of Specified Office............................................24
25.     Communications........................................................24
26.     Taxes and Stamp Duties................................................24
27.     Amendments............................................................24
28.     Descriptive Headings..................................................25
29.     Governing Law and Submission to Jurisdiction..........................25
30.     Counterparts..........................................................25

SCHEDULES

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

Signatories...................................................................89

</TABLE>


<PAGE>

                                AGENCY AGREEMENT

                             (AMENDED AND RESTATED)

                                 IN RESPECT OF A

                               U.S. $4,000,000,000

                         EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on 15th May, 2002 BETWEEN:

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

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

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

WHEREAS:

(A)  The parties hereto (and Citibank (Switzerland)) entered into an Agency
     Agreement (the "ORIGINAL AGENCY AGREEMENT") dated 4th June, 1999 in respect
     of a U.S.$2,000,000,000 Euro Medium Term Note Programme (the "PROGRAMME").

(B)  The Original Agency Agreement was supplemented by a First Supplemental
     Agency Agreement (the "FIRST SUPPLEMENTAL AGENCY AGREEMENT") dated 12th
     June, 2000 between the parties hereto (and Citibank (Switzerland) and UBS
     AG) and a Second Supplemental Agency Agreement (the "SECOND SUPPLEMENTAL
     AGENCY AGREEMENT" and, together with the First Supplemental Agency
     Agreement and the Original Agency Agreement, the "PRINCIPAL AGENCY
     AGREEMENT") dated 6th June, 2001 between the parties hereto (and UBS AG).

(C)  Citibank (Switzerland) has resigned as a Paying Agent under the Programme
     and UBS AG has been appointed and has subsequently resigned as a Paying
     Agent under the Programme.

(D)  The parties hereto have agreed to make certain modifications to the
     Principal Agency Agreement including an increase in the size of the
     Programme to U.S.$4,000,000,000.

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

IT IS HEREBY AGREED as follows:


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                                       2


1.   DEFINITIONS AND INTERPRETATION

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

(2)  Without prejudice to the foregoing:

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

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

     "CLEARSTREAM, LUXEMBOURG" Clearstream Banking, societe anonyme.

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

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

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

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

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

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

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

     "DEFINITIVE NOTE" means a Note in definitive form issued or, as the case
     may require, to be issued by the Issuer in accordance with the provisions
     of the Programme Agreement or any other agreement between the Issuer and
     the relevant Dealer in exchange for a Global Note or

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                                       3


     part thereof, such Definitive Note being in or substantially in the form

     set out in Part III of Schedule 5 with such modifications (if any) as may
     be agreed between the Issuer, the Agent and the relevant Dealer and having
     the Conditions endorsed thereon or, if permitted by the relevant authority
     or authorities and agreed by the Issuer and the relevant Dealer,
     incorporated therein by reference and having the applicable Pricing
     Supplement (or the relevant provisions thereof) either incorporated therein
     or endorsed thereon and (except in the case of a Zero Coupon Note) having
     Coupons and, where appropriate, Receipts and/or Talons attached thereto on
     issue;

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

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

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

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

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

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

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

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

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

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

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

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                                       4


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

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

     "NOTEHOLDERS" means the several persons who are for the time being the
     bearers of Notes save that, in respect of the Notes of any Series, for so
     long as such Notes or any part thereof are represented by a Global Note
     held on behalf of Euroclear and Clearstream, Luxembourg, each person (other
     than Euroclear or Clearstream, Luxembourg) who is for the time being shown
     in the records of Euroclear or of Clearstream, Luxembourg as the holder of
     a particular nominal amount of the Notes of such Series (in which regard
     any certificate or other document issued by Euroclear or Clearstream,
     Luxembourg as to the nominal amount of such Notes standing to the account
     of any person shall be conclusive and binding for all purposes save in the
     case of manifest error) shall be deemed to be the holder of such nominal
     amount of such Notes (and the bearer of the relevant Global Note shall be
     deemed not to be the holder) for all purposes other than with respect to
     the payment of principal or interest on such Notes, for which purpose the
     bearer of the relevant Global Note shall be treated by the Issuer and any
     Paying Agent as the holder of such Notes in accordance with and subject to
     the terms of the relevant Global Note and the expressions "NOTEHOLDER",
     "HOLDER OF NOTES" and related expressions shall be construed accordingly;

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

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

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

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

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

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

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

     (g)  any Temporary Global Note to the extent that it shall have been
          exchanged for Definitive Notes or a Permanent Global Note and any
          Permanent Global Note to the

<PAGE>
                                       5


     extent that it shall have been exchanged for Definitive Notes in each case
     pursuant to its provisions,

     PROVIDED THAT for each of the following purposes, namely:

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                       6


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

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

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

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

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

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

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

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

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

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

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

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

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                                       7



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

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

2.   APPOINTMENT OF AGENTS

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                       8



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

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

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

3.   ISSUE OF GLOBAL NOTES

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

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

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

     (b)    authenticate such Temporary Global Note;

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

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

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

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

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

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                                       9



4.   EXCHANGE OF GLOBAL NOTES

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

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

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

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

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

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

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

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

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

(4)  Upon any exchange of all or a portion of an interest in a Temporary Global
     Note for an interest in a Permanent Global Note or upon any exchange of all
     or a portion of an interest in a Global Note for Definitive Notes, the
     relevant Global Note shall be endorsed by the Agent to reflect the
     reduction of its nominal amount by the aggregate nominal amount so
     exchanged and, where applicable, the Permanent Global Note shall be
     endorsed by the Agent or on its behalf to reflect the increase in its
     nominal amount as a result of any exchange for an interest in the Temporary
     Global Note. Until exchanged in full, the holder of an interest in any
     Global Note shall in all respects be entitled to the same benefits under


<PAGE>
                                       10



     this Agreement as the holder of Definitive Notes, Receipts and Coupons
     authenticated and delivered hereunder, subject as set out in the
     Conditions. The Agent is hereby authorised on behalf of the Issuer (a) to
     endorse or to arrange for the endorsement of the relevant Global Note to
     reflect the reduction in the nominal amount represented thereby by the
     amount so exchanged and, if appropriate, to endorse the Permanent Global
     Note to reflect any increase in the nominal amount represented thereby and,
     in either case, to sign in the relevant space on the relevant Global Note
     recording such exchange and reduction or increase and (b) in the case of a
     total exchange, to cancel or arrange for the cancellation of the relevant
     Global Note.

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

5.   DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD

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

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

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

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

6.   TERMS OF ISSUE

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

(2)  Subject to the procedures set out in the Procedures Memorandum, for the
     purposes of clause 3, the Agent is entitled to treat a telephone, telex or
     facsimile communication from a person purporting to be (and whom the Agent
     believes in good faith to be) the authorised representative of the Issuer
     named in the list referred to in, or notified pursuant to,

<PAGE>
                                       11



     clause 19(7) below, or any other list duly provided for such purpose by the
     Issuer to the Agent, as sufficient instructions and authority of the Issuer
     for the Agent to act in accordance with clause 3.

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

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

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

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

7.   PAYMENTS

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

<PAGE>
                                       12



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

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

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

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

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

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

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

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

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

(8)  Without prejudice to subclauses (6) and (7), if the Agent pays any amounts
     to the holders of Notes, Receipts or Coupons or to any other Paying Agent
     at a time when it has not received payment in full in respect of the
     relevant Notes in accordance with subclause (1) (the excess of the amounts
     so paid over the amounts so received being the "SHORTFALL"), the Issuer
     will, in addition to paying amounts due under subclause (1), pay to the
     Agent on demand interest

<PAGE>
                                       13

     (at a rate which represents the Agent's cost of funding the Shortfall) on
     the Shortfall (or the unreimbursed portion thereof) until the receipt in
     full by the Agent of the Shortfall.

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

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

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

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

(1)  DETERMINATIONS AND NOTIFICATIONS

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

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

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

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

<PAGE>
                                       14

            accordance with the Conditions as soon as possible after their
            determination or calculation.

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

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

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

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

            (i)  the offered quotation; or

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

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

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


<PAGE>
                                       15

            quotations plus or minus (as appropriate) the Margin (if any), all
            as determined by the Agent.

     (c)    If on any Interest Determination Date one only or none of the
            Reference Banks provides the Agent with such offered quotations as
            provided in the preceding paragraph, the Rate of Interest for the
            relevant Interest Period shall be the rate per annum which the Agent
            determines as being the arithmetic mean (rounded if necessary to the
            fifth decimal place, with 0.000005 being rounded upwards) of the
            rates, as communicated to (and at the request of) the Agent by the
            Reference Banks or any two or more of them, at which such banks were
            offered, at approximately the Specified Time on the relevant
            Interest Determination Date, deposits in the Specified Currency for
            a period equal to that which would have been used for the Reference
            Rate by leading banks in the London inter-bank market (if the
            Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the
            Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin
            (if any) or, if fewer than two of the Reference Banks provide the
            Agent with such offered rates, the offered rate for deposits in the
            Specified Currency for a period equal to that which would have been
            used for the Reference Rate, or the arithmetic mean (rounded as
            provided above) of the offered rates for deposits in the Specified
            Currency for a period equal to that which would have been used for
            the Reference Rate, at which, at approximately the Specified Time on
            the relevant Interest Determination Date, any one or more banks
            (which bank or banks is or are in the opinion of the Issuer suitable
            for such purpose) informs the Agent it is quoting to leading banks
            in the London inter-bank market (if the Reference Rate is LIBOR) or
            the Euro-zone inter-bank market (if the Reference Rate is EURIBOR)
            plus or minus (as appropriate) the Margin (if any), provided that,
            if the Rate of Interest cannot be determined in accordance with the
            foregoing provisions of this paragraph, the Rate of Interest shall
            be determined as at the last preceding Interest Determination Date
            (though substituting, where a different Margin is to be applied to
            the relevant Interest Period from that which applied to the last
            preceding Interest Period, the Margin relating to the relevant
            Interest Period, in place of the Margin relating to that last
            preceding Interest Period).

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

9.   NOTICE OF ANY WITHHOLDING OR DEDUCTION

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

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

<PAGE>
                                       16

     thereof to the Issuer and the Agent as soon as it becomes aware of such
     compulsion to withhold or deduct.

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

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

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

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

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

<PAGE>
                                       17

     option has been exercised with it together with their serial numbers and
     the Agent shall promptly notify such details to the Issuer.

11.  RECEIPT AND PUBLICATION OF NOTICES

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

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

12.  CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS

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

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

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

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

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

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

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

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

(4)  Without prejudice to the obligations of the Agent pursuant to subclause
     (2), the Agent shall keep a full and complete record of all Notes,
     Receipts, Coupons and Talons (other than serial numbers of Coupons) and of
     their redemption, purchase by or on behalf of the Issuer or any of its
     Subsidiaries and cancellation, payment or replacement (as the case may be)
     and of all replacement Notes, Receipts, Coupons or Talons issued in
     substitution for mutilated,


<PAGE>
                                       18

     defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The
     Agent shall in respect of the Coupons of each maturity retain (in the case
     of Coupons other than Talons) until the expiry of ten years from the
     Relevant Date in respect of such Coupons and (in the case of Talons)
     indefinitely either all paid or exchanged Coupons of that maturity or a
     list of the serial numbers of Coupons of that maturity still remaining
     unpaid or unexchanged. The Agent shall at all reasonable times make such
     record available to the Issuer and any persons authorised by it for
     inspection and for the taking of copies thereof or extracts therefrom.

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

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

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

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

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

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

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

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

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

(6)  The Agent shall, on issuing any replacement Note, Receipt, Coupon or Talon,
     forthwith inform the Issuer and the other Paying Agents of the serial
     number of such replacement Note, Receipt, Coupon or Talon issued and (if
     known) of the serial number of the Note, Receipt, Coupon or Talon in place
     of which such replacement Note, Receipt, Coupon or Talon has been issued.
     Whenever replacement Receipts, Coupons or Talons are issued

<PAGE>
                                       19

     pursuant to the provisions of this clause, the Agent shall also notify the
     other Paying Agents of the maturity dates of the lost, stolen, mutilated,
     defaced or destroyed Receipts, Coupons or Talons and of the replacement
     Receipts, Coupons or Talons issued.

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

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

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

14.  COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

     Each Paying Agent shall hold available for inspection at its specified
     office during normal business hours copies of all documents required to be
     so available by the Conditions of any Notes or the rules of any relevant
     authority or authorities. For these purposes, the Issuer shall furnish the
     Paying Agents with sufficient copies of each of the relevant documents.

15.  MEETINGS OF NOTEHOLDERS

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

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

16.  COMMISSIONS AND EXPENSES

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

(2)  The Agent will make payment of the fees and commissions due hereunder to
     the other Paying Agents and will reimburse their expenses promptly after
     the receipt of the relevant

<PAGE>
                                       20

     moneys from the Issuer. The Issuer shall not be responsible for any such
     payment or reimbursement by the Agent to the other Paying Agents.

17.  INDEMNITY

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

18.  RESPONSIBILITY OF THE PAYING AGENTS

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

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

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

19.  CONDITIONS OF APPOINTMENT

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

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

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

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

<PAGE>
                                       21

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

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

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

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

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

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

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

20.  COMMUNICATION BETWEEN THE PARTIES

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

<PAGE>
                                       22

21.  CHANGES IN PAYING AGENTS

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

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

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

     (c)    if any European Union Directive on the taxation of savings
            implementing the conclusions of the ECOFIN Council meeting of
            26th-27th November, 2000 or any law implementing or complying with,
            or introduced in order to conform to such Directive is introduced,
            the Issuer will ensure that it maintains a Paying Agent in an EU
            Member State that will not be obliged to withhold or deduct tax
            pursuant to any such Directive or law.

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

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

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

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

(5)  In case at any time any Paying Agent resigns, or is removed, or becomes
     incapable of acting or is adjudged bankrupt or insolvent, or files a
     voluntary petition in bankruptcy or makes an assignment for the benefit of
     its creditors or consents to the appointment of an administrator,
     liquidator or administrative or other receiver of all or a substantial part
     of its property, or admits in writing its inability to pay or meet its
     debts as they mature or suspends payment thereof, or if any order of any
     court is entered approving any petition filed by or against it under the
     provisions of any applicable bankruptcy or insolvency law or if a receiver
     of it or


<PAGE>

                                       23


     of all or a substantial part of its property is appointed or if any officer
     takes charge or control of it or of its property or affairs for the purpose
     of rehabilitation, conservation or liquidation, a successor Paying Agent
     which shall be a reputable financial institution of good standing may be
     appointed by the Issuer by an instrument in writing filed with the
     successor. Upon the appointment as aforesaid of a successor Paying Agent
     and acceptance by it of such appointment and (other than in case of
     insolvency of the Paying Agent when it shall be of immediate effect) upon
     expiry of the notice to be given under clause 23 the Paying Agent so
     superseded shall cease to be a Paying Agent hereunder.

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

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

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

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

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

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

22.  MERGER AND CONSOLIDATION

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

23.  NOTIFICATION OF CHANGES TO PAYING AGENTS

     Following receipt of notice of resignation from a Paying Agent and
     forthwith upon appointing a successor or new Paying Agent or on giving
     notice to terminate the appointment of any Paying Agent, the Agent (on
     behalf of and at the expense of the Issuer)

<PAGE>
                                       24


     shall give or cause to be given not more than 45 days' nor less than 30
     days' notice thereof to the Noteholders in accordance with the Conditions.

24.  CHANGE OF SPECIFIED OFFICE

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

25.  COMMUNICATIONS

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

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

26.  TAXES AND STAMP DUTIES

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

27.  AMENDMENTS

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

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

<PAGE>
                                       25


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

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

28.  DESCRIPTIVE HEADINGS

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

29.  GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

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

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

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

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

30.  COUNTERPARTS

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

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


<PAGE>
                                       26


                                   SCHEDULE 1

                      FORM OF CALCULATION AGENCY AGREEMENT




                                    DATED [ ]




                     INTERNATIONAL LEASE FINANCE CORPORATION

                         EURO MEDIUM TERM NOTE PROGRAMME






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

                          CALCULATION AGENCY AGREEMENT

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







                                  ALLEN & OVERY

                                     London


<PAGE>
                                       27


                          CALCULATION AGENCY AGREEMENT

                                 IN RESPECT OF A

                         EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on [                           ] BETWEEN:

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

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

WHEREAS:

(A)  The Issuer has entered into a Programme Agreement with the Dealers named
     therein dated, 15th May, 2002 (as the same may be amended from time to
     time), under which the Issuer may issue Notes ("NOTES").

(B)  The Notes will be issued subject to and with the benefit of an Agency
     Agreement (the "AGENCY AGREEMENT") dated 15th May, 2002 (as the same may be
     amended from time to time), and entered into between the Issuer, Citibank,
     N.A. (the "AGENT", which expression shall include any successor Agent
     appointed under the Agency Agreement) and the other parties named therein.

NOW IT IS HEREBY AGREED that:

1.   APPOINTMENT OF THE CALCULATION AGENT

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

2.   DUTIES OF CALCULATION AGENT

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

3.   EXPENSES

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


<PAGE>
                                       28


4.   INDEMNITY

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

5.   CONDITIONS OF APPOINTMENT

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

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

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

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

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

6.   TERMINATION OF APPOINTMENT

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

<PAGE>
                                       29


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

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

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

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

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

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

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

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

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

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

<PAGE>
                                       30


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

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

7.   COMMUNICATIONS

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

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

8.   DESCRIPTIVE HEADINGS AND COUNTERPARTS

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

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

9.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

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

<PAGE>
                                       31


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

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

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

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

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

INTERNATIONAL LEASE FINANCE CORPORATION


By:





[CALCULATION AGENT]
[Address of Calculation Agent]

Telex No:         -
Telefax No:       -
Attention:        -

By:


<PAGE>
                                       32


                  SCHEDULE TO THE CALCULATION AGENCY AGREEMENT

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


</TABLE>


<PAGE>
                                       33


                                   SCHEDULE 2

                        TERMS AND CONDITIONS OF THE NOTES


     The following are the Terms and Conditions of the Notes which will be
incorporated by reference into each Global Note (as defined below) and each
definitive Note, in the latter case only if permitted by the relevant stock
exchange or other relevant authority (if any) and agreed by the Issuer and the
relevant Dealer at the time of issue but, if not so permitted and agreed, such
definitive Note will have endorsed thereon or attached thereto such Terms and
Conditions. The applicable Pricing Supplement in relation to any Tranche of
Notes may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with the following Terms and Conditions,
replace or modify the following Terms and Conditions for the purpose of such
Notes. The applicable Pricing Supplement (or the relevant provisions thereof)
will be endorsed upon, or attached to, each Global Note and definitive Note.
Reference should be made to "Form of the Notes" for a description of the content
of Pricing Supplements which will specify which of such terms are to apply in
relation to the relevant Notes.

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

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

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

     (ii)   any Global Note; and

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

     The Notes, the Receipts (as defined below) and the Coupons (as defined
below) have the benefit of an amended and restated Agency Agreement (such Agency
Agreement as amended and/or supplemented and/or restated from time to time, the
"AGENCY AGREEMENT") dated 15 May, 2002 and made between the Issuer, Citibank,
N.A. as issuing and principal paying agent and agent bank (the "AGENT", which
expression shall include any successor agent) and the other paying agents named
therein (together with the Agent, the "PAYING AGENTS", which expression shall
include any additional or successor paying agents).

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

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

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

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

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

<PAGE>
                                       34


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

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

1   FORM, DENOMINATION AND TITLE

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

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

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

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

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

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

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

2   STATUS OF THE NOTES

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

<PAGE>
                                       35


3   COVENANTS

(a)  DEFINITIONS

     As used in these Terms and Conditions:

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

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

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

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

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

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

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

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

(b)  CONSOLIDATION

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

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

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

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

<PAGE>
                                       36


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

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

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

(c)  NEGATIVE PLEDGE

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

     (1)   mortgages existing on 1 November, 2000;

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

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

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

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

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

<PAGE>
                                       37


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

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

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

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

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

(d)  RESTRICTIONS ON THE PAYMENT OF DIVIDENDS

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

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

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

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

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

<PAGE>
                                       38


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

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

(f)  RESTRICTION ON INVESTMENTS IN NON-RESTRICTED SUBSIDIARIES

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

4   INTEREST

(a)  INTEREST ON FIXED RATE NOTES

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

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

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

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

     In these Terms and Conditions,

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

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

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

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

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

<PAGE>
                                       39


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

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

        In these Terms and Conditions:

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

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

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

(i)  Interest Payment Dates

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

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

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

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

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

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

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

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

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

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

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                                       40


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

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

(ii) Rate of Interest

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

(A) ISDA Determination for Floating Rate Notes

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

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

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

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

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

(B) Screen Rate Determination for Floating Rate Notes

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

     (1)   the offered quotation; or

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

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

        The Agency Agreement contains provisions for determining the Rate of
        Interest in the event that the Relevant Screen Page is not available or
        if, in the case of (1) above, no such offered quotation appears

<PAGE>
                                       41


        or, in the case of (2) above, fewer than three such offered quotations
        appear, in each case as at the time specified in the preceding
        paragraph.

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

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

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

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

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

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

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

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

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

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

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

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

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

     (vi)  if "30E/360" or "Eurobond Basis" is specified in the applicable
        Pricing Supplement, the number of days in the Interest Period divided by
        360 (the number of days to be calculated on the basis of a year of 360
        days with 12 30-day months, without regard to the date of the first day
        or last day of the Interest Period unless, in the case of an Interest
        Period ending on the Maturity Date, the Maturity Date
<PAGE>
                                       42


        is the last day of the month of February, in which case the month of
        February shall not be considered to be lengthened to a 30-day month).

(v)  Notification of Rate of Interest and Interest Amounts

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

(vi) Certificates to be Final

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

(c)   INTEREST ON DUAL CURRENCY NOTES

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

(d)   INTEREST ON PARTLY PAID NOTES

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

(e)   ACCRUAL OF INTEREST

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

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

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

5   PAYMENTS

(a)  METHOD OF PAYMENT

     Subject as provided below:

     (i)   payments in a Specified Currency other than euro will be made by
        credit or transfer to an account in the relevant Specified Currency
        (which, in the case of a payment in Japanese yen to a non-resident of
        Japan, shall be a non-resident account) maintained by the payee with,
        or, at the option of the payee, by a cheque in such Specified Currency
        drawn on, a bank in the principal financial centre of the country

<PAGE>
                                       43


        of such Specified Currency (which, if the Specified Currency is
        Australian dollars or New Zealand dollars, shall be Sydney and Auckland,
        respectively); and

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

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

(b)  PRESENTATION OF DEFINITIVE NOTES, RECEIPTS AND COUPONS

     Payments of principal in respect of definitive Notes will (subject as
provided below) be made in the manner provided in paragraph (a) above only
against presentation and surrender (or, in the case of part payment of any sum
due, endorsement) of definitive Notes, and payments of interest in respect of
definitive Notes will (subject as provided below) be made as aforesaid only
against presentation and surrender (or, in the case of part payment of any sum
due, endorsement) of Coupons, in each case at the specified office of any Paying
Agent outside the United States (which expression, as used herein, means the
United States of America (including the States and the District of Columbia, its
territories, its possessions and other areas subject to its jurisdiction)).

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

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

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

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

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

(c)  PAYMENTS IN RESPECT OF GLOBAL NOTES

     Payments of principal and interest (if any) in respect of Notes represented
by any Global Note will (subject as provided below) be made in the manner
specified above in relation to definitive Notes and otherwise in the manner
specified in the relevant Global Note against presentation or surrender, as the
case may be, of such Global

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                                       44


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

(d)  GENERAL PROVISIONS APPLICABLE TO PAYMENTS

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

     Notwithstanding the foregoing provisions of this Condition, if any amount
of principal and/or interest in respect of Notes is payable in U.S. dollars,
such U.S. dollar payments of principal and/or interest in respect of such Notes
will be made at the specified office of a Paying Agent in the United States if:

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

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

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

(e)  PAYMENT DAY

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

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

        (A)   the relevant place of presentation;

        (B)   London;

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

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

(f)  INTERPRETATION OF PRINCIPAL AND INTEREST

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

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

     (ii)   the Final Redemption Amount of the Notes;

     (iii)  the Early Redemption Amount of the Notes;

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

<PAGE>
                                       45


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

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

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

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

6   REDEMPTION AND PURCHASE

(a)  REDEMPTION AT MATURITY

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

(b)  REDEMPTION FOR TAX REASONS

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

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

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

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

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

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

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

<PAGE>
                                       46


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

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

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

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

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

(e)  EARLY REDEMPTION AMOUNTS

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

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

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

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

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

where:

<Table>
<S>         <C>
"RP"        means the Reference Price;
"AY"        means the Accrual Yield expressed as a decimal; and
"Y"         is a fraction the numerator of which is equal to the number
            of days (calculated on the basis of a 360-day year
            consisting of 12 months of 30 days each) from (and
            including) the Issue Date of the first Tranche of the Notes
            to (but excluding) the date fixed for redemption or (as the
            case may be) the date upon which such Note becomes due and
            repayable and the denominator of which is 360,
</Table>

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


<PAGE>
                                       47


(f)  INSTALMENTS

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

(g)  PARTLY PAID NOTES

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

(h)  PURCHASES

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

(i)  CANCELLATION

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

(j)  LATE PAYMENT ON ZERO COUPON NOTES

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

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

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

7   TAXATION

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

     (i)   any tax, assessment or other governmental charge that would not have
           been so imposed but for (1) the existence of any present or former
           connection between such holder or beneficial owner (or between a
           fiduciary, settlor, beneficiary, member or shareholder of, or a
           person holding a power over, such holder, if such holder is an
           estate, trust, partnership or corporation) and the United States or
           any political subdivision or taxing authority thereof or therein,
           including, without limitation, such holder (or such fiduciary,
           settlor, beneficiary, member, shareholder or person holding a power)
           being or having been a citizen or resident or treated as a resident
           thereof, or being or having been engaged in a trade or business or
           present therein, or having or having had a permanent establishment
           therein, (2) the presentation by the holder of any Note or any
           Receipt or any Coupon for payment on a date more than 10 days after
           the date on which such payment became due and payable or the date on
           which payment thereof was duly provided for, whichever occurred
           later, or (3) such holder's present or former status as a personal
           holding company, a foreign personal holding company or a controlled
           foreign


<PAGE>
                                       48


        corporation for United States tax purposes, a foreign private foundation
        or other foreign tax-exempt organisation or a corporation that
        accumulates earnings to avoid United States Federal income tax;

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

     (iii)  any tax, assessment or other governmental charge that is payable
            otherwise than by deduction or withholding from a payment on a Note,
            Receipt or Coupon;

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

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

     (vi)  any tax, assessment or other governmental charge imposed as a result
           of a person's actual or constructive holding of 10 per cent. or more
           of the total combined voting power of all classes of stock of the
           Issuer entitled to vote or as the result of the receipt of interest
           by a bank on an extension of credit made pursuant to a loan agreement
           entered into in the ordinary course of its trade or business;

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

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

     (ix)  any tax, duty, assessment or other governmental charge payable by
           means of deduction or withholding imposed on a payment to an
           individual and required to be made pursuant to any European Union
           Directive on the taxation of savings implementing the conclusions of
           the ECOFIN council meeting of 26-27 November, 2000 or any law
           implementing or complying with, or introduced in order to conform to
           such Directive or law; or

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

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

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

        (ii)   "United States person" means:

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

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

     If the Issuer shall determine, based upon a written opinion of independent
legal counsel of recognised standing, that any payment made outside the United
States by the Issuer or any Paying Agent of any amount of principal or interest
due with respect to any Note or Coupon would be subject to any certification,
documentation,

<PAGE>
                                       49


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

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

8   PRESCRIPTION

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

     As used in these Terms and Conditions, the "RELEVANT DATE" means the date
on which a payment in respect of a Note, Receipt or Coupon first becomes due,
except that, if the full amount of the moneys payable has not


<PAGE>
                                       50



been duly received by the Agent on or prior to such due date, it means the date
on which, the full amount of such moneys having been so received, notice to that
effect is duly given to the Noteholders in accordance with Condition 13.

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

9   EVENTS OF DEFAULT

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

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

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

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

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

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

     (6)   the commencement by the Issuer of a voluntary case or proceeding
        under any applicable United States Federal or State bankruptcy,
        insolvency, reorganisation or other similar law or of any other case or
        proceeding to be adjudicated a bankrupt or insolvent, or the consent by
        it to the entry of a decree or order for relief in respect of the Issuer
        in an involuntary case or proceeding under any applicable United States
        Federal or State bankruptcy, insolvency, reorganisation or other similar
        law or to the commencement of any bankruptcy or insolvency case or
        proceeding against it, or the filing by it of a petition or answer or
        consent seeking reorganisation or relief under any applicable United
        States Federal or State law, or the consent by it to the filing of such
        petition or to the appointment of or taking possession by a custodian,
        receiver, liquidator, assignee, trustee, sequestrator or similar
        official of the Issuer or of any substantial part of its property, or
        the making by it of an assignment for the benefit of creditors, or the
        admission by it in writing of its inability to pay its debts generally
        as they become due, or the taking of corporate action by the Issuer in
        furtherance of any such action.
<PAGE>
                                       51


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

10  REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

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

11  PAYING AGENTS

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

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

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

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

     (iii)  if any European Union Directive on the taxation of savings
        implementing the conclusions of the ECOFIN council meeting of 26-27
        November 2000, or any law implementing or complying with, or introduced
        in order to conform to such Directive as introduced, the Issuer will
        ensure that it maintains a Paying Agent in an EU Member State that will
        not be obliged to withhold or deduct tax pursuant to any such Directive
        or law.

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

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

12  EXCHANGE OF TALONS

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

13  NOTICES

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

<PAGE>
                                       52


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

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

14  MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

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

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

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

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

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

15  FURTHER ISSUES

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

16  GOVERNING LAW

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

<PAGE>
                                       53


17  WAIVER AND REMEDIES

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

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


<PAGE>
                                       54


                                      AGENT

                                 CITIBANK, N.A.



                               5 Carmelite Street
                                 London EC4Y 0PA
                                     England



                               OTHER PAYING AGENTS



                  DEXIA BANQUE INTERNATIONAL A LUXEMBOURG S.A.
                                 69 route d'Esch
                                L-2953 Luxembourg

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


<PAGE>
                                       55


                                   SCHEDULE 3



                               FORM OF PUT NOTICE

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

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

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

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

PAYMENT INSTRUCTIONS

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

Bank:                __________________     Branch Address: ____________________

Branch Code:         __________________     Account Number: ____________________

Signature of holder: __________________

                   [To be completed by recipient Paying Agent]

Details of missing unmatured Coupons _________________ (3)

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

At its office at:   _____________________________________  On: _________________

NOTES:

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

(2)  Delete as applicable.

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

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

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


<PAGE>
                                       56


                                   SCHEDULE 4

                     PROVISIONS FOR MEETINGS OF NOTEHOLDERS

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                       57


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

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

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

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

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

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

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

3.   At least 21 days' notice (exclusive of the day on which the notice is given
     and the day on which the meeting is held) specifying the place, day and
     hour of the meeting shall be given to the Noteholders prior to any meeting
     of the Noteholders in the manner provided by Condition 13. Such notice
     shall state generally the nature of the business to be transacted at

<PAGE>
                                       58


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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                       59


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

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

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

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

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

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

<PAGE>
                                       60


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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                       61


     shall be deposited with the Agent before the commencement of the meeting or
     adjourned meeting but the Agent shall not thereby be obliged to investigate
     or be concerned with the validity of or the authority of the proxies named
     in any such block voting instruction.

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

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

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

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

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

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

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

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

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

19.  Any resolution passed at a meeting of the Noteholders duly convened and
     held in accordance with the provision hereof shall be binding upon all the
     Noteholders whether present or not

<PAGE>
                                       62


     present at such meeting and whether or not voting and upon all
     Couponholders and Receiptholders and each of them shall be bound to give
     effect thereto accordingly and the passing of any such resolution shall be
     conclusive evidence that the circumstances justify the passing thereof.
     Notice of the result of the voting on any resolution duly considered by the
     Noteholders shall be published in accordance with Condition 13 by the
     Issuer within 14 days of such result being known PROVIDED THAT the
     non-publication of such notice shall not invalidate such resolution.

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

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


<PAGE>
                                       63



                                   SCHEDULE 5

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

                                     PART I

                          FORM OF TEMPORARY GLOBAL NOTE

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

                     INTERNATIONAL LEASE FINANCE CORPORATION

                              TEMPORARY GLOBAL NOTE

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

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

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

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



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


<PAGE>
                                       64



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

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

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

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

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

<PAGE>
                                       65



Presentation of this Global Note for exchange shall be made by the bearer hereof
on any day (other than a Saturday or Sunday) on which banks are open for
business in London at the office of the Agent specified above. The Issuer shall
procure that the Definitive Notes or (as the case may be) the Permanent Global
Note shall be so issued and delivered in exchange for only that portion of this
Global Note in respect of which there shall have been presented to the Agent by
Euroclear or Clearstream, Luxembourg a certificate, substantially in the form
set out in Schedule Three hereto, to the effect that it has received from or in
respect of a person entitled to a beneficial interest in a particular nominal
amount of the Notes (as shown by its records) a certificate from such person in
or substantially in the form of Certificate "A" as set out in Schedule Three
hereto. The aggregate nominal amount of Definitive Notes or interests in a
Permanent Global Note issued upon an exchange of this Global Note will, subject
to the terms hereof, be equal to the aggregate nominal amount of this Global
Note submitted by the bearer hereof for exchange (to the extent that such
nominal amount does not exceed the aggregate nominal amount of this Global
Note).

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

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

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

"ACCOUNTHOLDER" means each person (other than Euroclear or Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of
Clearstream, Luxembourg as the holder

<PAGE>
                                       66



of a particular nominal amount of the Notes represented by this Global Note (in
which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in
the case of manifest error). This Global Note is governed by, and shall be
construed in accordance with, the laws of the State of New York.

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

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:

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


Authenticated without recourse,
   warranty or liability by


CITIBANK, N.A.


By:


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

<PAGE>
                                       67



                    SCHEDULE ONE TO THE TEMPORARY GLOBAL NOTE

                                     PART I

                                INTEREST PAYMENTS

<TABLE>
<CAPTION>
                Total amount of    Amount of interest    Confirmation of payment
Date made      interest payable    paid                  on behalf of the Issuer
---------      ----------------    ------------------    -----------------------
<S>            <C>                 <C>                   <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>
                                       68



                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


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


<PAGE>
                                       69



                                    PART III

                                   REDEMPTIONS
<TABLE>
<CAPTION>
                                                      Remaining nominal
           Total amount of                            amount of this              Confirmation of
Date       principal          Amount of principal     Global Note following       redemption on behalf
made       payable            paid                    such redemption*            of the Issuer
-----      ---------------    -------------------     ---------------------       ---------------------
<S>        <C>                <C>                     <C>                         <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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


<PAGE>
                                       70



                                     PART IV

                           PURCHASES AND CANCELLATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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


<PAGE>
                                       71



                    SCHEDULE TWO TO THE TEMPORARY GLOBAL NOTE

                                    EXCHANGES
                  FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


</TABLE>

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

<PAGE>
                                       72



                   SCHEDULE THREE TO THE TEMPORARY GLOBAL NOTE

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

                     INTERNATIONAL LEASE FINANCE CORPORATION
                              [Title of Securities]

                               (the "SECURITIES")

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

As used herein, "UNITED STATES" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

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

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

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

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

Dated:  [               ]*

Yours faithfully,

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


* To be dated no earlier than the Exchange Date.

<PAGE>
                                       73



                                 CERTIFICATE "A"

                     INTERNATIONAL LEASE FINANCE CORPORATION
                              [Title of Securities]

                               (the "SECURITIES")

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

As used herein, "UNITED STATES" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

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

This certification excepts and does not relate to [   ] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any right or collection of any interest) cannot be made until we do
so certify.

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

Dated: [                ] *

[Name of Person Making Certification]

By:


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

<PAGE>
                                       74



                                     PART II

                          FORM OF PERMANENT GLOBAL NOTE

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

                     INTERNATIONAL LEASE FINANCE CORPORATION

                              PERMANENT GLOBAL NOTE

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

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

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

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


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

<PAGE>
                                       75



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

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

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

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

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

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

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

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

<PAGE>
                                       76



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

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

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

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

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

INTERNATIONAL LEASE FINANCE CORPORATION

By:



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

Authenticated without recourse,
  warranty or liability by

CITIBANK, N.A.

By:


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


<PAGE>
                                       77



                    SCHEDULE ONE TO THE PERMANENT GLOBAL NOTE

                                     PART I

                                INTEREST PAYMENTS
<TABLE>
<CAPTION>
                                                           Confirmation of
Date      Total amount of        Amount of interest        payment on behalf
made      interest payable       paid                      of the Issuer
----      ----------------       ------------------        ---------------------
<S>       <C>                    <C>                       <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>
                                       78



                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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

<PAGE>
                                       79



                                    PART III

                                   REDEMPTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

----        -----------------    --------------           ---------------------   ----------------

</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two in
  order to determine this amount.

<PAGE>
                                       80



                                     PART IV

                           PURCHASES AND CANCELLATIONS

<TABLE>
<CAPTION>
              Part of nominal       Remaining nominal
              amount of this        amount of this Global   Confirmation of
              Global Note           Note following such     purchase and
              purchased and         purchase and            cancellation on
Date made     cancelled             cancellation*           behalf of the Issuer
---------     ---------------       ---------------------   --------------------
<S>           <C>                   <C>                     <C>

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

---------     ---------------       ---------------------   --------------------

</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two in
  order to determine this amount.


<PAGE>
                                       81


                    SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE

                              SCHEDULE OF EXCHANGES

The following exchanges affecting the nominal amount of this Global Note have
been made:

<TABLE>
<CAPTION>
           Nominal amount of
           Temporary Global Note         Remaining nominal amount of      Notation made on
Date       exchanged for this Global     this Global Note following       behalf of the
made       Note                          such exchange*                   Issuer
-----      -------------------------     ---------------------------      ----------------
<S>        <C>                           <C>                              <C>

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

-----      -------------------------     ---------------------------      ----------------

</TABLE>

* See most recent entry in Part II, III or IV of Schedule One or Schedule Two in
  order to determine this amount.


<PAGE>
                                       82


                                    PART III

                             FORM OF DEFINITIVE NOTE

[FACE OF NOTE]

    ------------------------------------------------------------------------
            00         000000         [ISIN]         00         000000
    ------------------------------------------------------------------------

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION
            [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] Notes

This Note is one of a duly authorised issue of Notes denominated in the
Specified Currency (the "NOTES") of International Lease Finance Corporation (the
"ISSUER"). References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/attached hereto/set out in Schedule 2 to the Agency
Agreement (as defined below) which shall be incorporated by reference herein and
have effect as if set out herein] as modified and supplemented by the Pricing
Supplement (the "PRICING SUPPLEMENT") (or the relevant provisions of the Pricing
Supplement) endorsed hereon but, in the event of any conflict between the
provisions of the Conditions and the information in the Pricing Supplement, the
Pricing Supplement will prevail.

This Note is issued subject to, and with the benefit of, the Conditions and an
Agency Agreement (the "AGENCY AGREEMENT", which expression shall be construed as
a reference to that agreement as the same may be amended, supplemented or
restated from time to time) dated 15th May,2002 and made between the Issuer,
Citibank, N.A. (the "AGENT") and the other agents named therein.



(1)  USE THIS LEGEND FOR NOTES WITH A MATURITY OF MORE THAN 183 DAYS.
(2)  Use this legend for Notes with a maturity of 183 days or less.


<PAGE>
                                       83


For value received, the Issuer, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof [on each Instalment Date and]
on the Maturity Date and/or on such earlier date(s) as this Note may become due
and repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of this Note on each such date and to pay interest (if
any) on this Note calculated and payable as provided in the Conditions together
with any other sums payable under the Conditions.

This Note shall not be validly issued unless authenticated by the Agent.

IN WITNESS whereof the Issuer has caused this Note to be duly executed on its
behalf.

INTERNATIONAL LEASE FINANCE CORPORATION

By:

------------------------


Authenticated without
     recourse,
warranty or liability by


   CITIBANK, N.A.


       By:


------------------------


<PAGE>
                                       84


[Reverse of Note]

                              TERMS AND CONDITIONS

                    [Terms and Conditions to be as set out in
                       Schedule 2 to the Agency Agreement]




<PAGE>
                                       85


                                     PART IV

                                 FORM OF COUPON

[Face of Coupon]


                     INTERNATIONAL LEASE FINANCE CORPORATION

               [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE]
                                      NOTES

PART A

FOR FIXED RATE NOTES:

This Coupon is payable to bearer, separately              Coupon for
negotiable and subject to the Terms and                   [     ]
Conditions of the Notes to which it appertains.           due on
                                                          [     ]


PART B

FOR FLOATING RATE NOTES OR INDEX LINKED INTEREST NOTES:

Coupon for the amount due in accordance with              Coupon due
the Terms and Conditions of the Notes to which            in [     ]
it appertains on the Interest Payment Date falling
in [                    ].

This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void before
its due date.

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)


    ------------------------------------------------------------------------
                 00      000000      [ISIN]      00      000000
    ------------------------------------------------------------------------


(1)  USE THIS LEGEND FOR NOTES WITH A MATURITY OF MORE THAN 183 DAYS.
(2)  Use this legend in the case of Notes with a maturity of 183 days or less

<PAGE>
                                       86


                                     PART V

                                 FORM OF RECEIPT

[Face of Receipt]

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)

                     INTERNATIONAL LEASE FINANCE CORPORATION

            [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] NOTES

                                 Series No. [ ]

Receipt for the sum of [         ] being the instalment of principal payable in
accordance with the Terms and Conditions endorsed on the Note to which this
Receipt appertains (the "CONDITIONS") on [         ].

This Receipt is issued subject to and in accordance with the Conditions which
shall be binding upon the holder of this Receipt (whether or not it is for the
time being attached to such Note) and is payable at the specified office of any
of the Paying Agents set out on the reverse of the Note to which this Receipt
appertains (and/or any other or further Paying Agents and/or specified offices
as may from time to time be duly appointed and notified to the Noteholders).

This Receipt must be presented for payment together with the Note to which it
appertains. The Issuer shall have no obligation in respect of any Receipt
presented without the Note to which it appertains or any unmatured Receipts.

INTERNATIONAL LEASE FINANCE CORPORATION

By:


(1)  USE THIS LEGEND FOR NOTES WITH A MATURITY OF MORE THAN 183 DAYS.
(2)  Use this legend for Notes with a maturity of 183 days or less.


<PAGE>
                                       87




                                     PART VI

                                  FORM OF TALON

[Face of Talon]

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1) [BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)




                     INTERNATIONAL LEASE FINANCE CORPORATION

            [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] NOTES

                            Series No. [      ]


On and after [ ] further Coupons [and a further Talon] appertaining to the Note
to which this Talon appertains will be issued at the specified office of any of
the Paying Agents set out on the reverse hereof (and/or any other or further
Paying Agents and/or specified offices as may from time to time be duly
appointed and notified to the Noteholders) upon production and surrender of this
Talon.

This Talon may, in certain circumstances, become void under the Terms and
Conditions endorsed on the Notes to which this Talon appertains.

INTERNATIONAL LEASE FINANCE CORPORATION


By:





(1)  USE THIS LEGEND FOR NOTES WITH A MATURITY OF MORE THAN 183 DAYS.
(2)  Use this legend for Notes with a maturity of 183 days or less.

<PAGE>
                                       88


[Reverse of Coupon, Receipt and Talon]



                                      AGENT


                                 CITIBANK, N.A.


                               5 Carmelite Street,
                                 London EC4Y 0PA
                                     England


                               OTHER PAYING AGENTS


                  DEXIA BANQUE INTERNATIONAL A LUXEMBOURG S.A.
                                 69 route d'Esch
                                L-2953 Luxembourg

and/or such other or further Agent or other Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice of
which has been given to the Noteholders.


<PAGE>
                                       89



                                   SIGNATORIES

THE ISSUER

INTERNATIONAL LEASE FINANCE CORPORATION

By:  /s/ Pamela S. Hendry         /s/ Alan H. Lund
     Pamela S. Hendry             Alan H. Lund
     Vice President               Vice Chairman and
     and Treasurer                Chief Financial Officer



THE AGENT

CITIBANK, N.A.

By:  /s/ Mame Lidster
     Vice President



THE OTHER PAYING AGENTS

DEXIA BANQUE INTERNATIONALE a LUXEMBOURG S.A.

By:  /s/ Mame Lidster
     Vice President