EXHIBIT 4.15

                     FORM OF FLOATING RATE MEDIUM TERM NOTE

                          COUNTRYWIDE HOME LOANS, INC.

                                  (CUSIP No. )

REGISTERED      PRINCIPAL AMOUNT No. FL- $

                           MEDIUM-TERM NOTE, SERIES J

                                 (Floating Rate)

                             Due Nine Months or More

                               From Date of Issue

                 Payment of the Principal, Premium, if any, and

               Interest on this Note is Unconditionally Guaranteed

                     by Countrywide Credit Industries, Inc.

IF THE HOLDER OF THIS NOTE IS THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY,  THIS NOTE IS
A GLOBAL NOTE AND THE FOLLOWING LEGEND APPLIES:

UNLESS AND UNTIL IT IS EXCHANGED  IN WHOLE OR IN PART FOR NOTES IN  CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR
ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND SUCH NOTE IS
REGISTERED  IN THE NAME OF CEDE & CO.  OR SUCH  OTHER  NAME AS  REQUESTED  BY AN
AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE &
CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN
INTEREST HEREIN.


<PAGE>


                                     - 64 -

ISSUE PRICE:

ORIGINAL ISSUE DATE:

PRINCIPAL AMOUNT:

SPECIFIED CURRENCY:

MINIMUM DENOMINATION:

EXCHANGE RATE AGENT:

BASE RATE(S):

IF CMT RATE:
   |_|   CMT TELERATE PAGE 7051
   |_|   CMT TELERATE PAGE 7052:
         |_|      WEEKLY AVERAGE
         |_|      MONTHLY AVERAGE

IF LIBOR:
   |_|   LIBOR TELERATE
   |_|   LIBOR REUTERS
LIBOR CURRENCY:

LIBOR PAGE:

INDEX MATURITY:

INTEREST FACTOR CONVENTION:

SPREAD (plus or minus):

SPREAD MULTIPLIER:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

OPTION TO RECEIVE PAYMENT IN U.S. DOLLARS:
         |_|      NO
         |_|      YES

REDEMPTION:
         |_|      NO
         |_|      YES

               INITIAL REDEMPTION DATE:

               INITIAL REDEMPTION PERCENTAGE:

               ANNUAL REDEMPTION PERCENTAGE REDUCTION:

REPAYMENT:
         |_|      NO
         |_|      YES

               OPTIONAL REPAYMENT DATE(S):

STATED MATURITY DATE:

INITIAL INTEREST RATE:

INTEREST RESET DATES:

INTEREST PAYMENT DATES:

FIXED RATE COMMENCEMENT DATE:

FIXED INTEREST RATE:

CALCULATION AGENT:

OTHER/ADDITIONAL TERMS:


<PAGE>






         COUNTRYWIDE  HOME LOANS,  INC., a New York corporation (the "Company"),
for      value      received,      hereby      promises      to      pay      to
__________________________________________,   or   registered   assignees,   the
principal sum of _______________________________  ($_____________) on the Stated
Maturity Date specified  above (except to the extent redeemed or repaid prior to
the Stated  Maturity Date) at the office or agency of the Company in the Borough
of Manhattan,  The City of New York,  State of New York, and such other place or
places as may be provided for pursuant to the Indenture  referred to below,  and
to pay  interest in arrears at a rate per annum  equal to the  Initial  Interest
Rate  specified  above from the Original  Issue Date  specified  above until the
first Interest Reset Date specified  above following the Original Issue Date and
thereafter,  except as specified herein, at a rate determined in accordance with
the   provisions   below   under  the  heading   "Determination   of  CD  Rate,"
"Determination   of  CMT  Rate,"   "Determination  of  Commercial  Paper  Rate,"
"Determination  of Eleventh  District  Cost of Funds  Rate,"  "Determination  of
Federal Funds Rate," "Determination of LIBOR," "Determination of Prime Rate," or
"Determination  of Treasury Rate" depending upon whether an applicable Base Rate
specified is the CD Rate, the CMT Rate, the Commercial  Paper Rate, the Eleventh
District Cost of Funds Rate,  the Federal Funds Rate,  LIBOR,  the Prime Rate or
the Treasury  Rate,  respectively,  until the principal  hereof  becomes due and
payable.  The Company will pay interest on the Interest  Payment Dates specified
above (each, an "Interest  Payment Date"),  commencing with the Interest Payment
Date next  succeeding the Original  Issue Date, and on the Stated  Maturity Date
or, if applicable,  any date of earlier  redemption (the  "Redemption  Date") or
repayment (the "Repayment  Date") (the earliest of the Stated Maturity Date, the
Redemption  Date  and the  Repayment  Date  is  hereinafter  referred  to as the
"Maturity Date" with respect to the principal repayable on such date); provided,
however,  that if an Interest  Payment Date other than the  Maturity  Date would
fall on a day that is not a  Business  Day (as  defined  below),  such  Interest
Payment  Date  shall be  postponed  to the next  Business  Day,  except  that if
interest  hereon is  determined by reference to LIBOR and such next Business Day
falls in the next  calendar  month,  such  Interest  Payment  Date  shall be the
immediately preceding Business Day; provided, further, that if the Maturity Date
falls on a day that is not a Business  Day,  payment of principal,  premium,  if
any,  and/or  interest to be made on the Maturity Date shall be made on the next
Business Day with the same force and effect as if made on the Maturity Date, and
no interest on such payment  shall accrue to the next Business Day. For purposes
of this Note, "Business Day" means (A) any day, other than a Saturday or Sunday,
that is neither a legal  holiday  nor a day on which  banking  institutions  are
authorized  or required by law,  regulation  or executive  order to close in New
York, New York or Los Angeles,  California;  provided, however, if the Specified
Currency specified above is other than U.S. dollars,  such day is also not a day
on which banking  institutions are authorized or required by law,  regulation or
executive  order to close in the Principal  Financial  Center (as defined below)
(or if the Specified  Currency is Euro,  such day is also not a day on which the
Trans-European  Automated  Real-Time Gross Settlement  Express Transfer (TARGET)
System is closed),  and (B) if interest  hereon is  determined  by  reference to
LIBOR,  such day is also a London  Banking  Day (as defined  below).  "Principal
Financial  Center"  means the capital city of the country  issuing the Specified
Currency, except that with respect to U.S. dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire, Portuguese escudos, South
African rand and Swiss francs,  the  "Principal  Financial  Center" shall be The
City of New York,  Sydney  and  (solely in the case of the  Specified  Currency)
Melbourne,  Toronto, Frankfurt,  Amsterdam, Milan, London (solely in the case of
the LIBOR Currency (as defined below)),  Johannesburg and Zurich,  respectively.
"London  Banking Day" means any day on which banking  institutions  are open for
business (including dealings in the LIBOR Currency) in London.

         The interest so payable,  and punctually  paid or duly provided for, on
any  Interest  Payment  Date will be paid to the person (the  "Holder") in whose
name this Note (or one or more predecessor  Notes) is registered at the close of
business  on the  fifteenth  day  (whether  or not a Business  Day)  immediately
preceding such Interest Payment Date (each, a "Record Date"); provided, however,
that interest payable on the Maturity Date will be payable to the person to whom
principal  is  payable.  Unless  otherwise  specified  above,  if  this  Note is
originally  issued between a Record Date and an Interest Payment Date, the first
payment  of  interest  on this Note will be made on the  Interest  Payment  Date
following the next Record Date to the Holder hereof on such next Record Date.

         Unless otherwise specified above, payment of the principal of, premium,
if any,  and  interest  on, this Note due on the  Maturity  Date will be made in
immediately  available funds in the Specified  Currency,  upon  presentation and
surrender of this Note at the  Corporate  Trust  Office of the  Trustee.  If the
Specified  Currency is other than U.S. dollars,  this Note must be presented and
surrendered  to the  Trustee  referred  to below in time for the Trustee to make
such payment in accordance with its normal procedures.

         Unless otherwise specified above,  payment of interest on this Note due
on any  Interest  Payment  Date  other  than the  Maturity  Date will be made by
mailing a check in the  Specified  Currency  (from an account at a bank  located
outside the United States if such check is payable in a Specified Currency other
than U.S.  dollars) to the address of the Holder  hereof as such  address  shall
appear in the Security  Register (as defined in the Indenture) on the applicable
Record Date.  Notwithstanding the foregoing,  on any Interest Payment Date other
than the  Maturity  Date,  each  Holder of  U.S.$10,000,000  (or the  equivalent
thereof in a Specified  Currency  other than U.S.  dollars) or more in aggregate
principal amount of Notes (whether or not having identical terms and provisions)
shall be entitled:  (i) if the Specified  Currency is U.S.  dollars,  to receive
such  payment by wire  transfer  of  immediately  available  funds to an account
maintained  by the payee with a bank located in the United  States,  but only if
appropriate  wire  transfer  instructions  have been  received in writing by the
Trustee  not later than the Record  Date  immediately  preceding  such  Interest
Payment Date and (ii) if the Specified  Currency is other than U.S. dollars,  to
receive  such  payment by wire  transfer of  immediately  available  funds to an
account  maintained by the payee with a bank located in a jurisdiction  in which
payment in such  Specified  Currency is then lawful.  The Company  shall pay any
administrative costs imposed by banks in connection with making payments by wire
transfer;  provided,  however,  that any tax,  assessment or other  governmental
charge  imposed upon payments  shall be borne by the Holder hereby in respect of
which payments are made.

         All payments of principal, premium, if any, and interest, in respect of
this Note  will be made by the  Company  in the  Specified  Currency;  provided,
however,  that if the  Specified  Currency  specified  above is other  than U.S.
dollars,  the Holder  hereof may, if  indicated  above under  "Option to Receive
Payment in U.S.  Dollars," elect to receive all payments of principal,  premium,
if any, and/or interest in respect of this Note in U.S.  dollars by delivering a
written  request  to the  Trustee  not later than the close of  business  on the
Record Date immediately preceding the Interest Payment Date or the fifteenth day
immediately  preceding the Maturity Date, as the case may be. Upon such election
by the Holder hereof,  the Company shall tender  payment in U.S.  dollars at the
Exchange Rate (as defined below),  and any costs  associated with the conversion
of the Specified  Currency into U.S. dollars shall be borne by the Holder hereof
through deductions from such payments. The Holder's election to receive payments
in U.S.  dollars will remain in effect until revoked by written  notice from the
Holder to the Trustee, provided that any such revocation must be received by the
Trustee  not later than the close of  business  on the Record  Date  immediately
preceding the Interest  Payment Date or the fifteenth day immediately  preceding
the Maturity Date, as the case may be.

         Unless otherwise  specified above or elsewhere herein,  "Exchange Rate"
means,  with respect to a Specified  Currency,  the noon dollar  buying rate for
such Specified  Currency for cable  transfers  quoted by the Exchange Rate Agent
specified  above in The City of New York on the Record  Date or  Special  Record
Date (as defined below) or the fifteenth day immediately  preceding the Maturity
Date or such other date provided herein or in the Indenture, as the case may be,
as certified for customs purposes by the Federal Reserve Bank of New York.

         If any payment of principal  of,  premium,  if any, or interest on this
Note is to be made in a  Specified  Currency  other than U.S.  dollars  and such
Specified  Currency is not  available to the Company for making such payment due
to the imposition of exchange controls or other circumstances beyond the control
of the Company,  the Company will be entitled to satisfy its  obligations to the
Holder  hereof  by  making  such  payment  in U.S.  dollars  on the basis of the
Exchange Rate referred to below two Business Days prior to the Interest  Payment
Date or the Maturity Date, as the case may be (or, if no rate is quoted for such
Specified  Currency on such date,  the last date such  Exchange Rate is quoted).
Any payment made under such  circumstances  in U.S.  dollars  where the required
payment is in a Specified  Currency other than U.S.  dollars will not constitute
an Event of Default under the Indenture.  For purposes of this paragraph and the
immediately  succeeding  paragraph,  the "Exchange Rate" for a foreign  currency
will be the noon  dollar  selling  rate  for that  foreign  currency  for  cable
transfers  quoted  by the  Exchange  Rate  Agent  in The  City of New  York,  as
certified for customs purposes by the Federal Reserve Bank of New York.

         All  determinations  referred to above made by the Exchange  Rate Agent
shall be at its sole discretion  (except to the extent  expressly  provided that
any determination is subject to approval) and, in the absence of manifest error,
shall be conclusive  for all purposes and binding on the Holder of this Note and
the Exchange Rate Agent shall have no liability therefor.

         Any interest not  punctually  paid or duly provided for with respect to
this Note  ("Defaulted  Interest")  will  forthwith  cease to be  payable to the
Holder of this Note on the applicable  Record Date and may either be paid to the
person in whose  name  this Note is  registered  at the close of  business  on a
special  record  date  (the  "Special  Record  Date")  for the  payment  of such
Defaulted Interest to be fixed by the Trustee,  notice whereof shall be given to
the  Holder  of this Note not less than ten days  prior to such  Special  Record
Date,  or may be  paid at any  time  in any  other  lawful  manner,  all as more
completely provided in the Indenture.

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other  evidences  of  indebtedness  of the Company  (collectively,  the "Debt
Securities"),  of the series hereinafter  specified,  all issued or to be issued
under and  pursuant to an  indenture,  dated as of January 1, 1992,  as amended,
supplemented or modified from time to time, including Supplemental Indenture No.
1 thereto, dated as of June 15, 1995 (collectively,  the "Indenture"), among the
Company,  the Guarantor (as defined below), and The Bank of New York, as trustee
(the "Trustee," which term includes any successor  trustee under the Indenture),
to which Indenture  reference is hereby made for a description of the respective
rights, limitation of rights,  obligations,  duties and immunities thereunder of
the Trustee,  the Company,  the Guarantor and the Holders of the Notes. The Debt
Securities  may be issued in one or more  series,  which  different  series (and
which  Debt  Securities  issued  within  each  series)  may be issued in various
aggregate  principal amounts,  may mature at different times, may bear interest,
if any, at different rates or formulas,  may be subject to different  redemption
or repayment provisions,  if any, may be subject to different sinking,  purchase
or analogous funds, if any, and may otherwise vary as provided in the Indenture.
This Note is one of a series  designated as  "Medium-Term  Notes,  Series J, Due
Nine  Months  or More From Date of  Issue"  of the  Company  (collectively,  the
"Notes"),  limited  in  aggregate  issue  amount  to  U.S.$6,000,000,000  or the
equivalent thereof in one or more Specified Currencies other than U.S. dollars.

         The interest  payable hereon on each Interest Payment Date will include
interest  accrued from and  including the most recent  Interest  Payment Date to
which  interest has been paid or duly  provided for, or, if no interest has been
paid or duly provided  for,  from and including the Original  Issue Date, as the
case may be, to, but  excluding,  the  applicable  Interest  Payment Date or the
Maturity Date, as the case may be (each, an "Interest Period"). Accrued interest
will be calculated  by  multiplying  the  principal  amount hereof by an accrued
interest  factor.  Such accrued  interest factor shall be computed by adding the
interest factor calculated for each day in the Interest Period for which accrued
interest is being  calculated.  The  interest  factor for each such day shall be
computed by  dividing  the  interest  rate  applicable  to such day by 360 if an
applicable  Base Rate is the CD Rate,  the  Commercial  Paper Rate, the Eleventh
District Cost of Funds Rate, the Federal Funds Rate,  LIBOR or the Prime Rate or
by the actual number of days in the year if an  applicable  Base Rate is the CMT
Rate or the  Treasury  Rate.  If more than one Base Rate is  applicable  to this
Note,  the interest  factor will be calculated in the same manner as if only the
Base Rate specified above under "Interest Factor Convention" applied.

         This Note will bear interest at the rate  determined in accordance with
the provisions set forth below by reference to the applicable  Base Rate, or the
lowest,  highest or average of two or more Base Rates, as specified above, based
on the Index Maturity,  if any, specified above (i) plus or minus the Spread, if
any,  and/or  (ii)  multiplied  by the Spread  Multiplier,  if any, in each case
specified above.  Commencing with the first Interest Reset Date specified above,
the rate at which  interest  on this Note is  payable  shall be reset as of each
Interest Reset Date; provided, however, that (i) the interest rate in effect for
the period,  if any, from the Original  Issue Date to the first  Interest  Reset
Date will be the  Initial  Interest  Rate and (ii) if a Fixed Rate  Commencement
Date is specified above,  the interest rate in effect for the period  commencing
on the Fixed  Rate  Commencement  Date to the  Maturity  Date shall be the Fixed
Interest Rate specified above or, if no Fixed Interest Rate is specified  above,
the  interest  rate in effect on the day  immediately  preceding  the Fixed Rate
Commencement Date.

         Except  as  set  forth  in the  immediately  preceding  paragraph,  the
interest  rate  applicable  to an  Interest  Reset  Period  (as  defined  below)
commencing on the related Interest Reset Date will be determined by reference to
the applicable  Base Rate as of the particular  "Interest  Determination  Date",
which will be (i) with respect to the Federal Funds Rate and the Prime Rate, the
Business Day  immediately  preceding the related  Interest Reset Date; (ii) with
respect to the CD Rate, the CMT Rate and the  Commercial  Paper Rate, the second
Business Day preceding the related  Interest  Reset Date;  (iii) with respect to
the  Eleventh  District  Cost of Funds Rate,  the last  working day of the month
immediately  preceding the related Interest Reset Date on which the Federal Home
Loan Bank of San  Francisco  publishes the Index (as defined  below);  (iv) with
respect to LIBOR,  the second London Banking Day preceding the related  Interest
Reset Date;  and (v) with respect to the Treasury  Rate,  the day in the week in
which the  related  Interest  Reset Date falls on which day  Treasury  Bills (as
defined below) are normally auctioned (i.e.  Treasury Bills are normally sold at
auction on Monday of each week,  unless  that day is a legal  holiday,  in which
case the  auction is normally  held on the  following  Tuesday,  except that the
auction may be held on the  preceding  Friday);  provided,  however,  that if an
auction is held on the Friday of the week  preceding the related  Interest Reset
Date,  the  Interest  Determination  Date  will  be the  preceding  Friday.  The
"Interest Reset Period" is the period between  Interest Reset Dates. If interest
hereon is  determined  by  reference  to two or more Base Rates,  the  "Interest
Determination  Date"  means the most recent  Business  Day which is at least two
Business  Days prior to the  applicable  Interest  Reset Date on which each Base
Rate shall be  determinable.  Each Base Rate shall be determined and compared as
of such date, and the applicable  interest rate shall take effect on the related
Interest Reset Date.

         If any  Interest  Reset  Date  would  otherwise  be a day that is not a
Business Day,  such Interest  Reset Date shall be postponed to the next Business
Day, except that if interest hereon is determined by reference to LIBOR and such
next Business Day falls in the next  calendar  month,  such Interest  Reset Date
shall be the immediately preceding Business Day.

         Notwithstanding  the  foregoing,  the interest rate hereon shall not be
greater  than the  Maximum  Interest  Rate,  if any,  or less  than the  Minimum
Interest Rate, if any,  specified  above. In addition,  the interest rate hereon
shall in no event be higher than the maximum  rate  permitted by New York law as
the same may be modified by United States law of general application.

         Subject to applicable provisions of law and except as specified herein,
on each  applicable  Interest Reset Date the rate of interest will be calculated
by the  Calculation  Agent  specified below in accordance with the provisions of
the applicable heading below.

         Unless otherwise  specified  above, all percentages  resulting from any
calculation of the rate of interest on this Note will be rounded,  if necessary,
to  the  nearest  one  hundred-thousandth  of  a  percentage  point,  with  five
one-millionths of a percentage point rounded upward,  and all amounts used in or
resulting  from such  calculation  on this Note will be rounded,  in the case of
U.S. dollars,  to the nearest cent (with one-half cent being rounded upward) or,
in the case of a Specified Currency other than U.S. dollars, to the nearest unit
(with one-half unit being rounded upward).

         Determination  of CD Rate. If an  applicable  Base Rate is the CD Rate,
"CD Rate" for each applicable Interest Reset Date will be:

         (1)      the rate on the  particular  Interest  Determination  Date for
                  negotiable United States dollar certificates of deposit having
                  the Index Maturity  specified  above as published in H.15(519)
                  (as defined below) under the caption "CDs (secondary market)",
                  or

         (2)      if the rate  referred to in clause (1) is not so  published by
                  3:00 P.M., New York City time, on the related Calculation Date
                  (as  defined  below),  the  rate  on the  particular  Interest
                  Determination   Date  for  negotiable   United  States  dollar
                  certificates  of deposit of the  particular  Index Maturity as
                  published  in H.15 Daily  Update (as defined  below),  or such
                  other  recognized  electronic  source  used for the purpose of
                  displaying  the  applicable   rate,  under  the  caption  "CDs
                  (secondary market)", or

         (3)      if the rate  referred to in clause (2) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  calculated by the Calculation  Agent as the arithmetic mean of
                  the secondary  market offered rates as of 10:00 A.M., New York
                  City  time,  on that  Interest  Determination  Date,  of three
                  leading  nonbank  dealers in  negotiable  United States dollar
                  certificates  of  deposit  in The City of New York  (which may
                  include  the  Agents  or  their  affiliates)  selected  by the
                  Calculation   Agent  for   negotiable   United  States  dollar
                  certificates  of deposit of major  United  States money market
                  banks for  negotiable  United States  certificates  of deposit
                  with a  remaining  maturity  closest to the  particular  Index
                  Maturity  in an  amount  that is  representative  for a single
                  transaction in that market at that time, or

         (4)      if the dealers so selected  by the  Calculation  Agent are not
                  quoting as  mentioned  in clause (3), the CD Rate in effect on
                  the particular Interest Determination Date.

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

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

         Determination  of CMT Rate. If an applicable Base Rate is the CMT Rate,
"CMT Rate" for each applicable Interest Reset Date will be:

         (1)      if CMT Telerate Page 7051 is specified above:

                           (a) the  percentage  equal to the  yield  for  United
                  States Treasury  securities at "constant  maturity" having the
                  Index Maturity specified above as published in H.15(519) under
                  the caption "Treasury  Constant  Maturities",  as the yield is
                  displayed on Bridge Telerate,  Inc. (or any successor service)
                  on page 7051 (or any other page as may replace  the  specified
                  page  on  that  service)   ("Telerate  Page  7051"),  for  the
                  particular Interest Determination Date, or

                           (b) if the rate referred to in clause (a) does not so
                  appear on  Telerate  Page 7051,  the  percentage  equal to the
                  yield for  United  States  Treasury  securities  at  "constant
                  maturity"  having the  particular  Index  Maturity and for the
                  particular   Interest   Determination  Date  as  published  in
                  H.15(519) under the caption "Treasury Constant Maturities", or

                           (c) if the rate referred to in clause (b) does not so
                  appear  in  H.15(519),  the  rate on the  particular  Interest
                  Determination  Date for the  period  of the  particular  Index
                  Maturity  as may  then be  published  by  either  the  Federal
                  Reserve  System  Board  of  Governors  or  the  United  States
                  Department  of  the  Treasury  that  the   Calculation   Agent
                  determines to be comparable to the rate which would  otherwise
                  have been published in H.15(519), or

                           (d) if the rate  referred  to in clause (c) is not so
                  published,  the rate on the particular Interest  Determination
                  Date  calculated  by  the  Calculation  Agent  as a  yield  to
                  maturity based on the arithmetic mean of the secondary  market
                  bid prices at approximately  3:30 P.M., New York City time, on
                  that  Interest  Determination  Date of three  leading  primary
                  United States government securities dealers in The City of New
                  York (which may include the agents or their affiliates) (each,
                  a "Reference Dealer"),  selected by the Calculation Agent from
                  five Reference  Dealers selected by the Calculation  Agent and
                  eliminating  the  highest  quotation,  or,  in  the  event  of
                  equality,  one of the highest, and the lowest quotation or, in
                  the event of equality,  one of the lowest,  for United  States
                  Treasury  securities  with an original  maturity  equal to the
                  particular  Index  Maturity,  a remaining  term to maturity no
                  more than 1 year  shorter  than that Index  Maturity  and in a
                  principal   amount  that  is   representative   for  a  single
                  transaction in the securities in that market at that time, or

                           (e) if  fewer  than  five  but  more  than two of the
                  prices  referred to in clause (d) are  provided as  requested,
                  the  rate  on  the  particular  Interest   Determination  Date
                  calculated by the  Calculation  Agent based on the  arithmetic
                  mean of the bid prices  obtained  and  neither the highest nor
                  the lowest of the quotations shall be eliminated, or

                           (f) if fewer than three prices  referred to in clause
                  (d) are  provided  as  requested,  the rate on the  particular
                  Interest  Determination  Date  calculated  by the  Calculation
                  Agent as a yield to maturity based on the  arithmetic  mean of
                  the secondary market bid prices as of approximately 3:30 P.M.,
                  New York City time,  on that  Interest  Determination  Date of
                  three Reference Dealers selected by the Calculation Agent from
                  five Reference  Dealers selected by the Calculation  Agent and
                  eliminating  the  highest   quotation  or,  in  the  event  of
                  equality,  one of the highest and the lowest  quotation or, in
                  the event of equality,  one of the lowest,  for United  States
                  Treasury securities with an original maturity greater than the
                  particular  Index  Maturity,  a  remaining  term  to  maturity
                  closest to that Index Maturity and in a principal  amount that
                  is representative  for a single  transaction in the securities
                  in that market at that time, or

                           (g) if  fewer  than  five but  more  than two  prices
                  referred to in clause (f) are provided as requested,  the rate
                  on the particular  Interest  Determination  Date calculated by
                  the Calculation  Agent based on the arithmetic mean of the bid
                  prices  obtained and neither the highest nor the lowest of the
                  quotations will be eliminated, or

                           (h) if fewer than three prices  referred to in clause
                  (f) are provided as  requested,  the CMT Rate in effect on the
                  particular Interest Determination Date.

         (2)      if CMT Telerate Page 7052 is specified above:

                               (a)  the  percentage  equal  to the  one-week  or
                  one-month, as specified above, average yield for United States
                  Treasury  securities at "constant  maturity"  having the Index
                  Maturity  specified  above as published in H.15(519)  opposite
                  the caption "Treasury  Constant  Maturities",  as the yield is
                  displayed on Bridge Telerate,  Inc. (or any successor service)
                  (on page 7052 or any other page as may replace  the  specified
                  page on that service)  ("Telerate Page 7052"), for the week or
                  month, as applicable,  ended immediately preceding the week or
                  month,  as  applicable,   in  which  the  particular  Interest
                  Determination Date falls, or

                               (b) if the rate  referred  to in clause  (a) does
                  not so appear on Telerate Page 7052, the  percentage  equal to
                  the one-week or one-month,  as specified above,  average yield
                  for United States Treasury  securities at "constant  maturity"
                  having  the  particular  Index  Maturity  and for the  week or
                  month,  as  applicable,   preceding  the  particular  Interest
                  Determination  Date as  published  in  H.15(519)  opposite the
                  caption "Treasury Constant Maturities," or

                               (c) if the rate  referred  to in clause  (b) does
                  not so appear in  H.15(519),  the  one-week or  one-month,  as
                  specified  above,  average  yield for United  States  Treasury
                  securities at "constant  maturity" having the particular Index
                  Maturity as otherwise announced by the Federal Reserve Bank of
                  New  York  for  the  week  or  month,  as  applicable,   ended
                  immediately  preceding the week or month,  as  applicable,  in
                  which the particular Interest Determination Date falls, or

                               (d) if the rate  referred to in clause (c) is not
                  so   published,   the   rate   on  the   particular   Interest
                  Determination  Date calculated by the  Calculation  Agent as a
                  yield  to  maturity  based  on  the  arithmetic  mean  of  the
                  secondary  market bid prices at  approximately  3:30 P.M., New
                  York City time, on that Interest  Determination  Date of three
                  Reference  Dealers selected by the Calculation Agent from five
                  Reference  Dealers  selected  by  the  Calculation  Agent  and
                  eliminating  the  highest  quotation,  or,  in  the  event  of
                  equality,  one of the highest, and the lowest quotation or, in
                  the event of equality,  one of the lowest,  for United  States
                  Treasury  securities  with an original  maturity  equal to the
                  particular  Index  Maturity,  a remaining  term to maturity no
                  more than 1 year  shorter  than that Index  Maturity  and in a
                  principal   amount  that  is   representative   for  a  single
                  transaction in the securities in that market at that time, or

                               (e) if fewer  than  five but more than two of the
                  prices  referred to in clause (d) are  provided as  requested,
                  the  rate  on  the  particular  Interest   Determination  Date
                  calculated by the  Calculation  Agent based on the  arithmetic
                  mean of the bid prices  obtained  and  neither the highest nor
                  the lowest of the quotations shall be eliminated, or

                               (f) if fewer than  three  prices  referred  to in
                  clause  (d)  are  provided  as  requested,  the  rate  on  the
                  particular  Interest  Determination  Date  calculated  by  the
                  Calculation  Agent  as  a  yield  to  maturity  based  on  the
                  arithmetic  mean of the  secondary  market  bid  prices  as of
                  approximately  3:30 P.M., New York City time, on that Interest
                  Determination  Date of three Reference Dealers selected by the
                  Calculation  Agent from five Reference Dealers selected by the
                  Calculation Agent and eliminating the highest quotation or, in
                  the  event of  equality,  one of the  highest  and the  lowest
                  quotation or, in the event of equality, one of the lowest, for
                  United States Treasury  securities  with an original  maturity
                  greater than the particular  Index Maturity,  a remaining term
                  to maturity  closest to that Index Maturity and in a principal
                  amount that is representative  for a single transaction in the
                  securities in that market at the time, or

                               (g) if fewer  than five but more than two  prices
                  referred to in clause (f) are provided as requested,  the rate
                  on the particular  Interest  Determination  Date calculated by
                  the Calculation  Agent based on the arithmetic mean of the bid
                  prices  obtained  and neither the highest or the lowest of the
                  quotations will be eliminated, or

                               (h) if fewer than  three  prices  referred  to in
                  clause (f) are provided as  requested,  the CMT Rate in effect
                  on that Interest Determination Date.

         If two United  States  Treasury  securities  with an original  maturity
greater than the Index Maturity specified above have remaining terms to maturity
equally close to the particular Index Maturity, the quotes for the United States
Treasury  security with the shorter original  remaining term to maturity will be
used.

         Determination  of  Commercial  Paper  Rate.  If an  applicable  Base
Rate is the  Commercial  Paper  Rate,
         ------------------------------------------
"Commercial Paper Rate" for each applicable Interest Reset Date will be:

         (1)      the Money  Market Yield (as defined  below) on the  particular
                  Interest  Determination  Date of the rate for commercial paper
                  having the Index  Maturity  specified  above as  published  in
                  H.15(519) under the caption  "Commercial  Paper-Nonfinancial",
                  or

         (2)      if the rate  referred to in clause (1) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date,  the Money  Market  Yield of the rate on the  particular
                  Interest  Determination  Date for commercial  paper having the
                  particular  Index  Maturity as published in H.15 Daily Update,
                  or  such  other  recognized  electronic  source  used  for the
                  purpose of displaying the applicable  rate,  under the caption
                  "Commercial Paper-Nonfinancial", or

         (3)      if the rate  referred to in clause (2) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  calculated by the Calculation  Agent as the Money Market Yield
                  of the arithmetic  mean of the offered rates at  approximately
                  11:00 A.M., New York City time, on that Interest Determination
                  Date  of  three  leading   dealers  of  United  States  dollar
                  commercial  paper in The City of New York  (which may  include
                  the Agents or their  affiliates)  selected by the  Calculation
                  Agent  for  commercial   paper  having  the  particular  Index
                  Maturity  placed for  industrial  issuers whose bond rating is
                  "Aa",  or  the  equivalent,   from  a  nationally   recognized
                  statistical rating organization, or

         (4)      if the dealers so selected  by the  Calculation  Agent are not
                  quoting as mentioned in clause (3), the Commercial  Paper Rate
                  in effect on the particular Interest Determination Date.

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

                                                 [OBJECT OMITTED]



where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount  basis and expressed as a decimal,  and "M" refers to the actual
number of days in the applicable Interest Reset Period.

         Determination of Eleventh District Cost of Funds Rate. If an applicable
Base Rate is the Eleventh District Cost of Funds Rate,  "Eleventh  District Cost
of Funds Rate" for each applicable Interest Reset Date will be:

         (1)      the rate equal to the monthly  weighted  average cost of funds
                  for the  calendar  month  immediately  preceding  the month in
                  which the particular Interest  Determination Date falls as set
                  forth  under the  caption  "11th  District"  on the display on
                  Bridge Telerate,  Inc. (or any successor service) on page 7058
                  (or any other page as may replace the  specified  page on that
                  service)   ("Telerate  Page  7058")  as  of  11:00  A.M.,  San
                  Francisco time, on that Interest Determination Date, or

         (2)      if the rate  referred  to in clause  (1) does not so appear on
                  Telerate Page 7058, the monthly weighted average cost of funds
                  paid by member  institutions of the Eleventh Federal Home Loan
                  Bank District that was most recently  announced  (the "Index")
                  by the Federal Home Loan Bank of San  Francisco as the cost of
                  funds  for  the  calendar  month  immediately  preceding  that
                  Interest Determination Date, or

         (3)      if the  Federal  Home  Loan  Bank of San  Francisco  fails  to
                  announce  the  Index on or prior  to the  particular  Interest
                  Determination   Date  for  the  calendar   month   immediately
                  preceding  that  Interest  Determination  Date,  the  Eleventh
                  District  Cost of  Funds  Rate  in  effect  on the  particular
                  Interest Determination Date.

         Determination  of Federal  Funds Rate.  If an  applicable  Base Rate is
the Federal  Funds Rate,  "Federal
         -------------------------------------
Funds Rate" for each applicable Interest Reset Date will be:

         (1)      the rate on the  particular  Interest  Determination  Date for
                  United States  dollar  federal funds as published in H.15(519)
                  under the caption "Federal Funds (Effective)" and displayed on
                  Bridge Telerate,  Inc. (or any successor  service) on page 120
                  (or any other page as may replace the  specified  page on that
                  service) ("Telerate Page 120"), or

         (2)      if the rate  referred  to in clause  (1) does not so appear on
                  Telerate  Page 120 or is not so  published  by 3:00 P.M.,  New
                  York City time, on the related  Calculation  Date, the rate on
                  the particular  Interest  Determination Date for United States
                  dollar  federal  funds as published in H.15 Daily  Update,  or
                  such other recognized  electronic  source used for the purpose
                  of displaying the applicable  rate, under the caption "Federal
                  Funds (Effective)", or

         (3)      if the rate  referred to in clause (2) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  calculated by the Calculation  Agent as the arithmetic mean of
                  the rates for the last  transaction in overnight United States
                  dollar  federal  funds  arranged by three  leading  brokers of
                  United States dollar federal funds transactions in The City of
                  New York (which may  include  the Agents or their  affiliates)
                  selected by the Calculation Agent prior to 9:00 A.M., New York
                  City time, on that Interest Determination Date, or

         (4)      if the brokers so selected  by the  Calculation  Agent are not
                  quoting as mentioned in clause (3), the Federal  Funds Rate in
                  effect on the particular Interest Determination Date.

         Determination  of LIBOR. If an applicable  Base Rate is LIBOR,  "LIBOR"
for each applicable Interest Reset Date will be:

         (1)      if "LIBOR  Telerate" is specified  above or if neither  "LIBOR
                  Reuters" nor "LIBOR Telerate" is specified above as the method
                  for  calculating  LIBOR,  the rate for  deposits  in the LIBOR
                  Currency having the Index Maturity specified above, commencing
                  on the related  Interest Reset Date, that appears on the LIBOR
                  Page as of 11:00 A.M., London time, on the particular Interest
                  Determination Date, or

         (2)      if "LIBOR Reuters" is specified  above, the arithmetic mean of
                  the offered rates, calculated by the Calculation Agent, or the
                  offered rate, if the LIBOR Page by its terms provides only for
                  a single rate, for deposits in the LIBOR  Currency  having the
                  particular Index Maturity,  commencing on the related Interest
                  Reset Date, that appear or appears, as the case may be, on the
                  LIBOR Page as of 11:00 A.M.,  London time,  on the  particular
                  Interest Determination Date, or

         (3)      if fewer than two offered rates appear, or no rate appears, as
                  the case may be, on the particular Interest Determination Date
                  on the  LIBOR  Page as  specified  in  clause  (1) or (2),  as
                  applicable, the rate calculated by the Calculation Agent of at
                  least two offered quotations obtained by the Calculation Agent
                  after  requesting the principal London offices of each of four
                  major  reference  banks (which may include  affiliates  of the
                  Agents)  in  the  London   interbank  market  to  provide  the
                  Calculation  Agent with its offered  quotation for deposits in
                  the LIBOR  Currency  for the  period of the  particular  Index
                  Maturity,  commencing on the related  Interest  Reset Date, to
                  prime banks in the London  interbank  market at  approximately
                  11:00 A.M., London time, on that Interest  Determination  Date
                  and in a principal amount that is representative  for a single
                  transaction in the LIBOR Currency in that market at that time,
                  or

         (4)      if fewer than two offered quotations referred to in clause (3)
                  are  provided  as  requested,   the  rate  calculated  by  the
                  Calculation  Agent as the arithmetic  mean of the rates quoted
                  at  approximately  11:00  A.M.,  in the  applicable  Principal
                  Financial  Center,  on the particular  Interest  Determination
                  Date by three major banks (which may include affiliates of the
                  Agents) in that  Principal  Financial  Center  selected by the
                  Calculation  Agent for loans in the LIBOR  Currency to leading
                  European banks having the  particular  Index Maturity and in a
                  principal   amount  that  is   representative   for  a  single
                  transaction in the LIBOR Currency in that market at that time,
                  or

         (5)      if the  banks so  selected  by the  Calculation  Agent are not
                  quoting as  mentioned  in clause  (4),  LIBOR in effect on the
                  particular Interest Determination Date.

         "LIBOR  Currency" means the currency  specified above as to which LIBOR
shall be  calculated  or, if no  currency  is  specified  above,  United  States
dollars.

         "LIBOR Page" means either:

         o    if "LIBOR Reuters" is specified  above,  the display on the Reuter
              Monitor Money Rates Service (or any successor service) on the page
              specified  above (or any other  page as may  replace  that page on
              that service) for the purpose of displaying  the London  interbank
              rates of major banks for the LIBOR Currency; or

         o    if "LIBOR  Telerate" is specified above or neither "LIBOR Reuters"
              nor  "LIBOR  Telerate"  is  specified  above  as  the  method  for
              calculating  LIBOR, the display on Bridge  Telerate,  Inc. (or any
              successor  service) on the page specified above (or any other page
              as may  replace  such page on such  service)  for the  purpose  of
              displaying the London interbank rates of major banks for the LIBOR
              Currency.

         Determination  of Prime  Rate.  If an  applicable  Base  Rate is the
Prime  Rate,  "Prime  Rate" for each
         -----------------------------
applicable Interest Reset Date will be:

         (1)      the rate on the  particular  Interest  Determination  Date as
                  published  in  H.15(519)  under the
                  caption "Bank Prime Loan", or

         (2)      if the rate  referred to in clause (1) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  as published in H.15 Daily  Update,  or such other  recognized
                  electronic  source  used for the  purpose  of  displaying  the
                  applicable rate, under the caption "Bank Prime Loan", or

         (3)      if the rate  referred to in clause (2) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  calculated by the Calculation  Agent as the arithmetic mean of
                  the rates of  interest  publicly  announced  by each bank that
                  appears  on the  Reuters  Screen  US PRIME 1 Page (as  defined
                  below) as the  applicable  bank's  prime rate or base  lending
                  rate as of 11:00 A.M.,  New York City time,  on that  Interest
                  Determination Date, or

         (4)      if fewer  than four  rates  referred  to in clause  (3) are so
                  published  by 3:00 p.m.,  New York City time,  on the  related
                  Calculation   Date,  the  rate  on  the  particular   Interest
                  Determination  Date calculated by the Calculation Agent as the
                  arithmetic  mean of the  prime  rates  or base  lending  rates
                  quoted on the basis of the  actual  number of days in the year
                  divided by a 360-day  year as of the close of business on that
                  Interest  Determination  Date by three major banks  (which may
                  include  affiliates  of the  Agents)  in The  City of New York
                  selected by the Calculation Agent, or

         (5)      if the  banks so  selected  by the  Calculation  Agent are not
                  quoting as  mentioned  in clause (4), the Prime Rate in effect
                  on the particular Interest Determination Date.

         "Reuters  Screen  US PRIME 1 Page"  means  the  display  on the  Reuter
Monitor Money Rates Service (or any successor  service) on the "US PRIME 1" page
(or any other page as may replace that page on that  service) for the purpose of
displaying prime rates or base lending rates of major United States banks.

         Determination  of Treasury  Rate. If an applicable  Base Rate is the
         Treasury  Rate,  "Treasury  Rate" for
         --------------------------------
each applicable Interest Reset Date will be:

         (1)      the rate from the auction held on the Treasury  Rate  Interest
                  Determination  Date (the  "Auction") of direct  obligations of
                  the United States ("Treasury Bills") having the Index Maturity
                  specified  above  under the caption  "INVESTMENT  RATE" on the
                  display on Bridge Telerate, Inc. (or any successor service) on
                  page 56 (or any other  page as may  replace  that page on that
                  service) ("Telerate Page 56") or page 57 (or any other page as
                  may replace that page on that service)  ("Telerate  Page 57"),
                  or

         (2)      if the rate  referred to in clause (1) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the Bond Equivalent Yield (as defined below) of the rate
                  for the  applicable  Treasury Bills as published in H.15 Daily
                  Update, or another  recognized  electronic source used for the
                  purpose of displaying the applicable  rate,  under the caption
                  "U.S. Government Securities/Treasury Bills/Auction High", or

         (3)      if the rate  referred to in clause (2) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date,  the Bond  Equivalent  Yield of the auction  rate of the
                  applicable  Treasury  Bills as announced by the United  States
                  Department of the Treasury, or

         (4)      if the rate  referred to in clause (3) is not so  announced by
                  the  United  States  Department  of  the  Treasury,  or if the
                  Auction is not held, the Bond Equivalent  Yield of the rate on
                  the particular  Interest  Determination Date of the applicable
                  Treasury  Bills as published  in  H.15(519)  under the caption
                  "U.S. Government Securities/Treasury  Bills/Secondary Market",
                  or

         (5)      if the rate  referred to in clause (4) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  of the  applicable  Treasury  Bills as published in H.15 Daily
                  Update, or another  recognized  electronic source used for the
                  purpose of displaying the applicable  rate,  under the caption
                  "U.S. Government Securities/Treasury  Bills/Secondary Market",
                  or

         (6)      if the rate  referred to in clause (5) is not so  published by
                  3:00 P.M.,  New York City  time,  on the  related  Calculation
                  Date, the rate on the particular  Interest  Determination Date
                  calculated  by the  Calculation  Agent as the Bond  Equivalent
                  Yield  of the  arithmetic  mean of the  secondary  market  bid
                  rates, as of  approximately  3:30 P.M., New York City time, on
                  that Interest  Determination  Date,  of three  primary  United
                  States  government  securities  dealers (which may include the
                  Agents or their affiliates)  selected by the Calculation Agent
                  for the issue of  Treasury  Bills  with a  remaining  maturity
                  closest to the Index Maturity specified above, or

         (7)      if the dealers so selected  by the  Calculation  Agent are not
                  quoting as  mentioned  in clause  (6),  the  Treasury  Rate in
                  effect on the particular Interest Determination Date.

         "Bond  Equivalent  Yield"  means a yield  (expressed  as a  percentage)
calculated in accordance with the following formula:

                                                 [OBJECT OMITTED]



where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be,  and "M"  refers to the  actual  number  of days in the  applicable
Interest Reset Period.

         The Bank of New York shall be the Calculation Agent, unless a different
Calculation  Agent is specified above. At the request of the Holder hereof,  the
Calculation  Agent  will  provide  the  interest  rate  then in effect  and,  if
determined,  the interest rate which will become  effective on the next Interest
Reset Date.

         The  "Calculation  Date," if  applicable,  pertaining  to any  Interest
Determination  Date will be the earlier of (i) the 10th  calendar day after such
Interest  Determination  Date or, if such day is not a  Business  Day,  the next
Business Day or (ii) the  Business  Day  immediately  preceding  the  applicable
Interest Payment Date or the Maturity Date, as the case may be.

         If an Event of Default,  as defined in the  Indenture,  with respect to
the Notes shall have occurred and be  continuing,  the principal  hereof (or, if
this Note is an  Original  Issue  Discount  Security  (as  defined  below),  the
Amortized Face Amount (as defined  below)) and accrued but unpaid  interest (or,
if this Note is an  Original  Issue  Discount  Security,  any accrued but unpaid
interest but only to the extent such interest would constitute  qualified stated
interest within the meaning of Treasury Regulation Section 1.1273-1(c) under the
Internal Revenue Code of 1986, as amended (the "Code"), as in effect on February
[ ], 2001) hereon, may be declared,  and upon such declaration shall become, due
and  payable,  in the  manner,  with the  effect and  subject to the  conditions
provided in the Indenture.

         The Indenture contains provisions permitting the Company, the Guarantor
and the  Trustee,  with the consent of the  Holders of a majority  in  aggregate
principal  amount of the Debt Securities at the time  outstanding of each series
to be affected,  evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the  provisions of the Indenture or modifying in any manner the rights of the
Holders of the Debt Securities;  provided,  however,  that no such  supplemental
indenture  shall,  without  the consent of the Holder of each  outstanding  Debt
Security affected thereby: (i) except as otherwise permitted in the Indenture in
connection  with Debt  Securities  for which the Stated  Maturity is extendible,
change the Stated  Maturity of the principal of, or any  installment of interest
on, any such Debt  Security;  (ii) reduce the principal  amount of any such Debt
Security or, except as otherwise  permitted in the Indenture in connection  with
Debt Securities for which the interest rate may be reset,  the interest  thereon
or any premium  payable upon the redemption or repayment  thereof;  (iii) reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof; (iv)
adversely  affect any right of repayment at the option of the Holder of any such
Debt  Security;  (v) reduce the amount of, or postpone  the date fixed for,  any
payment under any sinking fund or analogous  provisions  for any Debt  Security;
(vi)  change any Place of  Payment,  or the  currency  or  currency  unit of the
payment of the principal of, premium,  if any, or interest on any Debt Security;
(vii)  change or  eliminate  certain  rights of Holders to receive  payment in a
designated  currency;  (viii)  impair  the  right  to  institute  suit  for  the
enforcement  of any required  payment on or with  respect to any Debt  Security;
(ix) reduce the percentage in aggregate principal amount of the Outstanding Debt
Securities of any series,  the consent of whose Holders is required for any such
supplemental  indenture,  or the consent of whose  Holders is  required  for any
waiver (of  compliance  with  certain  provisions  of the  Indenture  or certain
defaults thereunder and their consequences)  provided for in the Indenture;  (x)
modify certain other  provisions of the  Indenture;  or (xi) modify or affect in
any  manner  adverse  to  the  Holders  the  terms  and  the  conditions  of the
obligations  of the  Guarantor  in  respect of the due and  punctual  payment of
principal  of, or premium,  if any, or interest on, the Debt  Securities.  It is
also provided in the Indenture that, with respect to certain  defaults or Events
of  Default  regarding  the Debt  Securities  of any  series,  the  Holders of a
majority in aggregate  principal amount of the Debt Securities of such series at
the time  outstanding may on behalf of the Holders of all of the Debt Securities
of such series waive any past default or Event of Default and its  consequences,
except a default in the  payment of the  principal  of, or  premium,  if any, or
interest  on, any Debt  Security of such  series or in respect of certain  other
covenants  or  provisions  of the  Indenture.  Any such consent or waiver by the
Holder of this Note shall be  conclusive  and binding  upon such Holder and upon
all future Holders of this Note and of any Note issued upon the  registration of
transfer  hereof or in exchange  herefor or in lieu  hereof,  whether or not any
notation of such consent or waiver is made upon this Note or such other Notes.

         The  Guarantor,  or a Subsidiary  thereof,  may directly  assume,  by a
supplemental  indenture,  the due and punctual  payment of the principal of, and
premium,  if any, and interest  on, all the Debt  Securities,  in which case the
Company shall be released from its liability as obligor on the Debt Securities.

         No reference  herein to the Indenture and no reference to any provision
of this Note  shall  alter or impair the  obligation  of the  Company,  which is
absolute and  unconditional,  to pay the principal of, and premium,  if any, and
interest on, this Note at the places,  at the respective  times, at the rate and
in the currency herein prescribed.

         The Notes are  issuable  in  registered  form  without  coupons  in the
minimum  denomination of U.S.$1,000,  or the equivalent thereof in the Specified
Currency (if other than U.S.  dollars),  and in integral multiples of U.S.$1,000
in excess thereof, or the equivalent thereof in such Specified Currency, or such
other  Minimum  Denomination  as  specified  on the face  hereof.  Notes  may be
exchanged by the Holder hereof, without charge except for any tax, assessment or
other governmental charge imposed in connection therewith,  for a like aggregate
principal  amount of Notes of other  authorized  denominations in the manner and
subject to the  limitations  provided in the  Indenture at the  Corporate  Trust
Office of the Trustee.

         If this Note is subject to Optional  Redemption as specified above, the
Company may at its option,  redeem this Note in whole or, from time to time,  in
part in increments of U.S.$1,000  (provided that any remaining  principal amount
hereof shall be not less than the minimum  denomination,  as described above) on
or after the Initial  Redemption  Date specified above at the sum of (i) 100% of
the unpaid  principal amount hereof or the portion thereof redeemed (or, if this
Note is an Original Issue Discount Security,  100% of the Amortized Face Amount,
or portion  thereof  redeemed,  determined as of the Redemption Date as provided
below), plus (ii) the Initial Redemption Percentage specified above (as adjusted
for the Annual Redemption Percentage Reduction, if applicable) multiplied by the
unpaid  principal amount or the portion thereof redeemed (or, if this Note is an
Original Issue Discount  Security,  the Issue Price specified  above, net of any
portion of such Issue Price which has been deemed paid prior to  redemption  (by
reason of any payments,  other than a payment of qualified stated  interest,  in
excess of the original issue discount  accrued to the date of such payment),  or
the  portion  of such  Issue  Price (or such net  amount)  proportionate  to the
portion of the unpaid principal amount of the Note redeemed), plus (iii) accrued
but unpaid  interest  to the  Redemption  Date (or,  if this Note is an Original
Issue Discount Security,  any accrued but unpaid interest to the Redemption Date
but only to the extent such interest would constitute  qualified stated interest
within the meaning of Treasury  Regulation Section  1.1273-1(c) under the Code).
Such Initial  Redemption  Percentage  shall decline at each  anniversary  of the
Initial  Redemption Date by an amount equal to the Annual Redemption  Percentage
Reduction,  if any,  specified above,  until the Initial  Redemption  Percentage
equals zero percent. The Company may exercise such option by causing the Trustee
to mail a notice of such  redemption  to the Holder  hereof not less than 30 but
not more than 60 days prior to the  Redemption  Date. In the event of redemption
of this Note in part only, a new Note or Notes for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the  cancellation  hereof.
If less than all of the Notes  with like  tenor and terms to this Note are to be
redeemed,  the Notes to be  redeemed  shall be  selected  by the Trustee by such
method as the Trustee shall deem fair and appropriate.

         An  "Original  Issue  Discount  Security"  means any Note that has been
issued at an Issue Price lower, by an amount that equals or exceeds a de minimis
amount (as determined under United States Federal income tax rules applicable to
original issue discount instruments), than the principal amount thereof. If this
Note is an Original Issue  Discount  Note,  the "Amortized  Face Amount" of this
Note  shall be the amount  equal to the sum of (a) the Issue  Price plus (b) the
aggregate  of the  portions of the original  issue  discount  (the excess of the
amounts  considered as part of the "stated redemption price at maturity" of this
Note within the meaning of Section 1273(a)(2) of the Code,  whether  denominated
as  principal  or  interest,  over the Issue  Price of this  Note)  which  shall
theretofore have accrued pursuant to Section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the Original Issue Date of this Note to the
date of  determination,  minus (c) any amount  considered as part of the "stated
redemption price at maturity" of this Note which has been paid on this Note from
the  Original  Issue  Date to the  date  of  determination.  If this  Note is an
Original Discount  Security,  the amount payable in the event of acceleration of
the maturity hereof shall be the Amortized Face Amount,  plus accrued but unpaid
qualified  stated  interest as defined in clause (iii) of the first  sentence of
the preceding paragraph.

         If this Note is subject to Optional  Repayment as specified  above, the
Holder hereof may at its option  require the Company to repay this Note in whole
or  from  time  to time in part  in  increments  of  U.S.$1,000  or the  minimum
denomination  specified  above  (provided  that any remaining  principal  amount
hereof shall not be less than the minimum  denomination,  as described above) on
any Optional Repayment Date specified above at the sum of (i) 100% of the unpaid
principal  amount hereof or the portion thereof to be repaid (or if this Note is
an Original  Issue  Discount  Security,  100% of the Amortized  Face Amount,  or
portion thereof to be repaid,  determined as of the Repayment  Date),  plus (ii)
accrued  but  unpaid  interest  to the  Repayment  Date (or,  if this Note is an
Original  Issue  Discount  Security,  any  accrued  but unpaid  interest  to the
Repayment Date but only to the extent such interest would  constitute  qualified
stated interest within the meaning of Treasury  Regulation  Section  1.1273-1(c)
under  the  Code).  In order  for this  Note to be  repaid,  this  Note  must be
received,  together  with the form  entitled  "Option to Elect  Repayment"  duly
completed,  by the Trustee at its Corporate  Trust Office (or such other address
of which the  Company  shall from time to time  notify the Holders of the Notes)
not more than 60 nor less than 30 days prior to the Repayment Date.  Exercise of
such  repayment  option by the Holder  hereof  shall be  irrevocable,  except as
otherwise provided above.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor,
or the  Trustee may treat the Holder  hereof as the owner of this Note,  for the
purpose of receiving  payment of the principal  hereof and premium,  if any, and
interest hereon and for all other purposes whatsoever,  whether or not such Note
be overdue,  and neither the Company,  the  Guarantor,  the Trustee nor any such
agent of the Company,  the  Guarantor,  or the Trustee  shall be affected by any
notice to the contrary.

         No  recourse  shall be had for the  payment  of the  principal  of,  or
premium,  if any, or interest on, this Note, or for any claim based  hereon,  or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator,  stockholder,  officer,  director or employee,  as such, past,
present,   or  future,  of  the  Company  or  the  Guarantor  or  any  successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance  hereof and as part of the  consideration for the issue
hereof, expressly waived and released.

         All terms used but not  defined  in this Note  shall have the  meanings
assigned to them in the Indenture.

         The  Indenture  and the Notes  shall be governed  by and  construed  in
accordance with the laws of the State of New York.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of  authentication  hereon shall have been manually signed by or
on behalf of the Trustee under the Indenture.

         IN WITNESS  WHEREOF,  Countrywide  Home  Loans,  Inc.  has caused  this
instrument  to be signed  in its name by the  facsimile  signatures  of its duly
authorized  officers,  and has caused a facsimile  of its  corporate  seal to be
affixed hereunto or imprinted hereon.

Date:                                              COUNTRYWIDE HOME LOANS, INC.

               [SEAL]

                                            By:
                                                      --------------------------
                                           President and Chief Executive Officer

Attest:
       --------------------------------------------
                     Secretary

                                    GUARANTEE

                                       OF

                                        COUNTRYWIDE CREDIT INDUSTRIES, INC.

         For value received,  Countrywide Credit Industries, Inc., a corporation
duly organized and existing under the laws of Delaware (the "Guarantor"), hereby
unconditionally  guarantees to the Holder of the Note upon which this  Guarantee
is endorsed the due and punctual  payment of the principal  of, and premium,  if
any, and interest on, and sinking fund payments,  if any,  required with respect
to said Note, when and as the same shall become due and payable,  whether on the
Stated  Maturity  Date, by  acceleration,  redemption or repayment or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of Countrywide Home Loans, Inc. (the "Company") punctually to pay
any such principal,  premium,  interest,  or sinking fund payment, the Guarantor
hereby  agrees to cause any such payment to be made  punctually  when and as the
same shall  become due and  payable,  whether on the Stated  Maturity  Date,  by
acceleration, redemption or repayment, or otherwise, and as if such payment were
made by the Company.

         The Guarantor hereby agrees that its obligations  hereunder shall be as
principal  and not  merely as surety,  and shall be  absolute,  irrevocable  and
unconditional,  irrespective  of, and shall be  unaffected  by, any  invalidity,
irregularity or unenforceability of said Note or said Indenture,  any failure to
enforce  the  provisions  of  said  Note  or  said  Indenture,  or  any  waiver,
modification, consent or indulgence granted to the Company with respect thereto,
by the Holder of said Note or the Trustee under said Indenture,  the recovery of
any judgment against the Company or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence,  presentment, demand
of payment, filing of claims with a court in the event of merger,  insolvency or
bankruptcy of the Company,  any right to require a proceeding  first against the
Company,  protest  or  notice  with  respect  to said  Note or the  indebtedness
evidenced thereby and all demands whatsoever,  and covenants that this Guarantee
will not be  discharged  except by  payment  in full of the  principal  of,  and
premium,  if any, and interest  on, or any sinking  fund payment  required  with
respect  to, said Note and the  complete  performance  of all other  obligations
contained in said Note.

         The  Guarantor  shall be subrogated to all rights of the Holder of said
Note  against the  Company in respect of any amounts  paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee;  provided, however, that
the  Guarantor  shall not be  entitled to  enforce,  or to receive any  payments
arising out of or based upon, such right of subrogation  until the principal of,
and premium,  if any, and  interest on, and any sinking fund  payments  required
with respect to, all Notes of this series issued under said Indenture shall have
been paid in full and its other obligations under said Indenture completed.

         The Guarantor hereby  certifies and warrants that all acts,  conditions
and things  required to be done and performed and to have happened  precedent to
the creation and issuance of this Guarantee and to constitute the same the valid
obligation  of the  Guarantor  have been done and performed and have happened in
due compliance with all applicable laws.

         This  Guarantee  as  endorsed on said Note shall not be entitled to any
benefit under said Indenture or become valid or obligatory for any purpose until
the certificate of  authentication  on said Note shall have been signed manually
by or on behalf of the Trustee under said Indenture.

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

         IN WITNESS WHEREOF,  the Guarantor has caused this Guarantee to be duly
executed in facsimile by its duly authorized officer under its corporate seal.

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

        By: _____________________________________________________________
                        Chairman, Chief Executive Officer
                                  and President

Attest:  _________________________________________________
                            Secretary


                          CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated  therein referred to
in the within-mentioned Indenture.

                                                   THE BANK OF NEW YORK,
                                   as Trustee

          Date: By: __________________________________________________
                              Authorized Signatory



<PAGE>


                            OPTION TO ELECT REPAYMENT

         The undersigned hereby  irrevocably  requests and instructs the Company
to repay this Note, or portion thereof  specified  below, in accordance with the
terms of this Note at a price equal to the principal  amount hereof,  or portion
thereof to be repaid (or, if this Note is an Original Issue  Discount  Security,
the Amortized Face Amount, or portion thereof to be repaid, determined as of the
Repayment Date), together with accrued but unpaid interest to the Repayment Date
(or, if this Note is an Original Issue Discount Security, any accrued but unpaid
interest  to the  Repayment  Date but only to the  extent  such  interest  would
constitute  qualified stated interest within the meaning of Treasury  Regulation
Section 1.1273-1(c) under the Code), by payment to the undersigned at

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

                  (Please  print or typewrite  name and address,  including  zip
code, of the undersigned).

         In order for this Note to be repaid,  the Trustee  must  receive at its
Corporate  Trust Office at 101 Barclay  Street,  New York, New York 10286, or at
such other place or places of which the  Company  shall from time to time notify
the  Holders of the  Notes,  not more than 60 nor less than 30 days prior to the
Repayment  Date,  this  Note  with  this  Option  to Elect  Repayment  form duly
completed.

         If less than the entire principal  amount, or Amortized Face Amount, as
applicable,  of this Note is to be repaid,  specify the portion  thereof  (which
shall be in increments of U.S.$1,000 or other increments  specified above) to be
repaid: ______________.

         If less than the entire principal  amount, or Amortized Face Amount, as
applicable,  of this Note is to be repaid,  specify the  denomination(s)  of the
Note(s)  to be issued  for the  unpaid  amount  (which  shall be  U.S.$1,000  or
increments of U.S.$1,000 in excess thereof,  or such other minimum  denomination
specified above):______________.

Date:

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


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE




Please Print or Typewrite Name and Address Including Zip Code of Assignee


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


to  transfer  said  Note  on the  books  of the  Company,  with  full  power  of
substitution in the premises.

Dated:                        Signature:
        --------------------             ---------------------------------------

NOTICE:  The  signature  to this  assignment  must  correspond  with the name as
written  upon the face of the within  instrument  in every  particular,  without
alteration or enlargement, or any change whatsoever.