Exhibit 4.2B


THIS NOTE
IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. 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 DEPOSITORY TRUST COMPANY (“THE
DEPOSITORY”) TO A NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.  UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


	
  No. FRL

  	
   

  	
  PACCAR Financial Corp.

  	
   

  	
   

  	
  Principal Amount

  
	
   

  	
   

  	
  Medium-Term Note, Series L

  	
   

  	
   

  	
  $

  
	
  CUSIP:

  	
   

  	
  (Floating Rate)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE
  DATE:

  	
   

  	
  MATURITY DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INITIAL INTEREST
  RATE:

  	
   

  	
  SPREAD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDEX MATURITY:

  	
   

  	
  SPREAD
  MULTIPLIER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST RATE
  BASIS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IF LIBOR:

  	
  IF CMT RATE:

  	
   

  	
   

  
	
  o    LIBOR
  Reuters

  	
   

  	
  o   CMT
  Moneyline Telerate Page 7051

  	
   

  	
   

  
	
  Page:

  	
   

  	
  o   CMT
  Moneyline Telerate Page 7052:

  	
   

  	
   

  
	
  o    LIBOR
  MoneylineTelerate

  	
   

  	
  o   Weekly
  Average

  	
   

  	
   

  
	
  Page:

  	
   

  	
  o   Monthly
  Average

  	
   

  	
   

  
	
  Designated LIBOR

  	
   

  	
   

  	
   

  	
   

  
	
  Currency:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST
  CATEGORY:

  	
   

  	
  DAY COUNT
  CONVENTION:

  	
   

  	
   

  
	
  o   Regular
  Floating Rate Note

  	
   

  	
  o   30/360
  for the period

  	
   

  	
   

  
	
  o   Floating
  Rate/Fixed Rate Note

  	
   

  	
  from          to              .

  	
   

  	
   

  
	
  Fixed Rate Commencement Date:

  	
   

  	
  o   Actual/360
  for the period

  	
   

  	
   

  
	
  Fixed Interest Rate:       %

  	
   

  	
  from          to              .

  	
   

  	
   

  
	
  o   Inverse
  Floating Rate Note

  	
   

  	
  o   Actual/Actual
  for the period

  	
   

  	
   

  
	
  Fixed Interest Rate:       %

  	
   

  	
  from               to         .

  	
   

  	
   

  
	
  o   Other
  Floating Rate Note

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable
  Interest Rate Basis:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MAXIMUM INTEREST
  RATE:

  	
   

  	
  INTEREST PAYMENT
  PERIOD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MINIMUM INTEREST
  RATE:

  	
   

  	
  INTEREST RATE
  RESET PERIOD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INITIAL INTEREST
  RESET DATE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST RESET
  DATES:

  	
   

  	
  INTEREST PAYMENT
  DATES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST
  DETERMINATION DATES:

  	
   

  	
  REGULAR RECORD
  DATE:

  	
   

  	
   

  
	
  (if different
  than provided below)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o   CHECK
  IF DISCOUNT NOTE

  	
   

  	
  ADDENDUM
  ATTACHED:

  	
   

  	
   

  
									



 









 



 


	
  Issue Price:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DENOMINATIONS:

  	
   

  	
  SPECIFIED
  CURRENCY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HOLDER’S
  OPTIONAL REPAYMENT DATE(S):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OTHER
  PROVISIONS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INITIAL
  REDEMPTION DATE:

  	
   

  	
  CALCULATION
  AGENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INITIAL
  REDEMPTION PERCENTAGE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANNUAL
  REDEMPTION PERCENTAGE REDUCTION:

  	
   

  	
   

  



 


If an Initial Redemption
Date is specified above, (i) the Redemption Price will initially be the Initial
Redemption Percentage specified above and will decline at each anniversary of
the Initial Redemption Date shown above by the Annual Redemption Percentage
Reduction specified above until the Redemption Price is 100% of such principal
amount, and (ii) this Note may be redeemed either in whole or from time to time
in part except if the following box is marked, this Note may be redeemed in
whole only o.  If no Initial Redemption Date is specified
above, this Note may not be redeemed prior to Maturity.


PACCAR Financial Corp., a
Washington corporation (herein called the “Company,” which term includes any
successor corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of                                                                                       DOLLARS on
the Maturity Date shown above, and to pay interest thereon from 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 the Original Issue Date
shown above at the rate per annum determined by reference to the Interest Rate
Basis or Bases, if any, specified above and in accordance with the provisions
herein, until the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which will be the fifteenth calendar day
(whether or not a Business Day), next preceding such Interest Payment Date, and
interest payable at Maturity will be payable to the Person to whom the
principal hereof is payable; provided that if the Original Issue Date specified
above follows a Regular Record Date and precedes the next succeeding Interest
Payment Date, the first payment of interest on this Note will be made on the Interest
Payment Date following the next succeeding Regular Record Date to the Holder of
such Regular Record Date.  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof will be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange upon which the Securities of the series shown above may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.  Payment
of the principal and interest payable at Maturity of this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts, and will be made in immediately available funds if
this Note is presented in time for payment to be made in such funds in
accordance with the normal procedures of Citibank, N.A., as paying agent (the “Paying
Agent”, which term includes any successor paying agent under the
Indenture).  Unless otherwise agreed
between the Holder and the Company, payment of interest other than at Maturity
will be paid by check mailed to the address of the Person entitled thereto as
such address will appear in the Security Register.


Reference
is hereby made to the further provisions of this Note set forth below, which
further provisions will for all purposes have the same effect as if set forth
at this place.


Unless
the certificate of authentication hereon has been manually executed by or on
behalf of the Trustee under the Indenture, this Note will not be entitled to
any benefits under the Indenture or be valid or obligatory for any purpose.


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed under its
corporate seal.


	
  Dated:

  	
  PACCAR
  Financial Corp.

  
	
   

  	
   

  	
   

  
	
  CERTIFICATE OF
  AUTHENTICATION

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  President

  
					



 



 2
 






 



 


	
  This is one of the Securities of the

  
	
  series designated herein issued under the

  	
  ATTEST:

  
	
  within-mentioned Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
  Wilmington Trust Company, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  	
   

  
								



 


References herein to “the
Note,” “hereof,” “herein” and comparable terms will include an Addendum hereto
if an Addendum is specified under “Other Provisions” above.


Any provision contained
herein with respect to the calculation of the rate of interest applicable to
this Note, its payment dates or any other matter relating hereto may be
modified as specified in an Addendum relating hereto if so specified above.


This Note is one of a
duly authorized issue of Securities of the Company, issued and to be issued in
one or more series under an indenture dated as of December 1, 1983, as amended
by a first supplemental indenture dated as of June 19, 1989 (herein
collectively called the “Indenture”), between the Company and Wilmington Trust
Company, as trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Note is one of the series of the
Securities designated as the Medium-Term Notes of the series designated above
(herein called the “Notes”).  The Notes
may bear different dates and mature at different times, may bear interest at
different rates and may otherwise vary, all as provided in the Indenture.  


This Note may be subject
to repayment at the option of the Holder prior to the Maturity Date specified
above on the Holder’s Optional Repayment Date(s), if any, specified above.  If no Holder’s Optional Repayment Dates are
specified above, this Note may not be so repaid at the option of the Holder
hereof prior to the Maturity Date.  On
any Holder’s Optional Repayment Date, this Note will be repayable in whole or
in part in an amount equal to $1,000 or integral multiples thereof at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid (or, if this Note is an OID Note, as defined below, such
lesser amount as is provided below), together with interest thereon payable to
the date of repayment.  For this Note to
be repaid in whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled “Option to Elect Repayment” set forth
below (and also available at the office of the Trustee) duly completed, by the
Trustee at its office at 1100 North Market Street, Wilmington, DE  19890-1615; 
Attn: Steve Cimalore, Corporate Trust, or such address which the Company
will from time to time notify the Holders of the Notes, not more than 60 or
less than 30 days prior to a Holder’s Optional Repayment Date.  Exercise of such repayment option by the
Holder hereof will be irrevocable.  In
the event of payment of this Note in part only, a new Note for the unpaid
portion hereof will be issued in the name of the Holder hereof upon the
surrender hereof.


Commencing with the
Interest Reset Date specified above, first following the Original Issue Date
specified above, the rate at which interest on this Note is payable will be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as shown
above under Interest Reset Period; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified above.  Each such adjusted rate will be applicable on
and after the Interest Reset Date to which it relates, to, but not including,
the next succeeding Interest Reset Date, or until Maturity, as the case may
be.  If any Interest Reset Date is not a
Business Day, such Interest Reset Date will be postponed to the next succeeding
day that is a Business Day, except, that if the Interest Rate Basis specified
above is LIBOR, and if such Business Day is in the next succeeding calendar
month, such Interest Reset Date will be the immediately preceding Business
Day.  If the Interest Rate Basis
specified above is the Treasury Rate, and if such Interest Reset Date would
otherwise be a day on which Treasury Bills (as defined below) are auctioned,
then such Interest Reset Date will be the first Business Day immediately
following such auction day. Subject to applicable provisions of law and except
as specified herein, on each Interest Reset Date the rate of interest on this
Note will be the rate determined in accordance with the provisions of the
applicable heading below.



 3
 






 



All percentages resulting
from any calculations with respect to 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 being rounded upwards; and all dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent with one-half cent being rounded upwards.


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


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


(ii)           If the
Interest Category of this Note is specified above as a “Floating Rate/Fixed
Rate Note”, then, except as set forth herein or specified above, this Note will
bear interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any, in each case as specified above.  Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note will be payable will be reset as
of each Interest Reset Date; provided, however, that (y) the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date will be the Initial Interest Rate and (z) the interest rate
in effect for the period commencing on the Fixed Rate Commencement Date
specified on the face hereof to the Maturity Date will be the Fixed Interest
Rate specified above or, if no such Fixed Interest Rate is specified, the
interest rate in effect hereon on the day immediately preceding the Fixed Rate
Commencement Date.


(iii)          If
the Interest Category of this Note is specified above as an “Inverse Floating
Rate Note”, then, except as set forth herein or specified above, this Note will
bear interest at the Fixed Interest Rate minus the rate determined by reference
to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any, in each case as
specified above; provided, however, that, unless otherwise specified above or
herein, the interest rate hereon will not be less than zero.  Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note will be payable will be reset as
of each Interest Reset Date; provided, however, that the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date will be the Initial Interest Rate.


Determination of CD Rate.
If the Interest Reset Basis specified above is the CD Rate, the interest rate
with respect to this Note will be the CD Rate plus or minus the Spread, if any,
or multiplied by the Spread Multiplier, if any, as specified above. “CD Rate”
means, with respect to any Interest Determination Date, the rate on such 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, if not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the CD Rate
will be the rate on such Interest Determination Date for negotiable United
States dollar certificates of deposit of the Index Maturity specified above as
published in H.15 Daily Update (as defined below), or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption “CDs (secondary market)”.  If
such rate is not yet published in H.15(519), H.15 Daily Update or other
recognized electronic source by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the CD
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such Interest Determination Date, of
three leading non-bank dealers in negotiable United States dollar certificates
of deposit in The City of New York selected by the Calculation Agent for
negotiable United States dollar certificates of deposit of major United States
money center banks for negotiable United States dollar certificates of deposit
with a remaining maturity closest to the Index Maturity specified above in an
amount that is representative for a single transaction in that market at that
time; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined as of such Interest Determination Date will be the CD Rate in effect
on such 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.federalreserve.gov/releases/h15/update, or any successor site or
publication.



 4
 






 



Determination of CMT Rate.  If
the Interest Reset Basis specified above is the CMT Rate, the interest rate
with respect to this Note will be the CMT Rate plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, as specified above. “CMT
Rate” means with respect to any Interest Determination Date:


(i)            If CMT Moneyline Telerate Page 7051 is specified
above, 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 Moneyline Telerate, or any successor service, on page 7051, or any
other page as may replace page 7051 on that service (“Moneyline Telerate Page
7051”), for such Interest Determination Date. 
If such rate does not appear on Moneyline Telerate Page 7051, the CMT
Rate on such Interest Determination Date will be the percentage equal to the
yield for United States Treasury securities at “constant maturity” having the
Index Maturity specified above and for such Interest Determination Date as
published in H.15(519) under the caption “Treasury Constant Maturities”.  If such rate does not appear in H.15(519),
the CMT Rate on such Interest Determination Date will be the rate on such
Interest Determination Date for the period of the Index Maturity specified
above 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).  If the Federal
Reverse System Board of Governors or the United States Department of the
Treasury does not publish a yield on United States Treasury securities at “constant
maturity” having the Index Maturity specified above for such Interest
Determination Date, the CMT Rate on such Interest Determination Date will be
calculated by the Calculation Agent and will be 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 such Interest Determination Date of
three leading primary United States government securities dealers in The City
of New York (each, a “Reference Dealer”) selected by the Calculation Agent from
five Reference Dealers  and eliminating
the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)  for United States Treasury securities with an
original maturity equal to the Index Maturity specified above, a remaining term
to maturity no more than 1 year shorter than the Index Maturity specified above
and in a principal amount that is representative for a single transaction in
such securities in such market at such time. 
If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such Interest Determination Date will be calculated
by the Calculation Agent and will be based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of such quotations will
be eliminated.  If fewer than three
prices are provided as requested, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be 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 such Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest) for
United States Treasury securities with an original maturity greater than the
Index Maturity specified above, a remaining term to maturity closest to the
Index Maturity specified above, and in a principal amount that is
representative for a single transaction in such securities in such market at
such time.  If fewer than five but more
than two such prices are provided as requested, the CMT Rate on such Interest
Determination Date will be calculated by the Calculation Agent and will be
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated; provided, however, that if
fewer than three such prices are provided as requested, the CMT Rate determined
as of such Interest Determination Date will be the CMT Rate in effect on such
Interest Determination Date. If two such United States Treasury securities with
an original maturity greater than the Index Maturity specified above have
remaining terms to maturity equally close to the Index Maturity specified
above, the quotes for the Treasury security with the shorter original term to
maturity will be used.


(ii)           If CMT Moneyline Telerate Page 7052 is specified
above, 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 such yield is displayed on
Moneyline Telerate, or any successor service, on page 7052, or any other page
as may replace page 7052 on that service (“Moneyline Telerate Page 7052”), for
the week or month, as applicable, ended immediately preceding the week or
month, as applicable, in which such Interest Determination Date falls.  If such rate does not appear on Moneyline
Telerate Page 7052, the CMT Rate on such Interest Rate Determination Date will
be 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 and for the week or month, as
applicable, preceding such Interest Determination Date as published in
H.15(519) opposite the caption “Treasury Constant Maturities”.  If such rate does not appear in H.15(519),
the CMT Rate on such Interest Determination Date will be the one-week or
one-month, as specified above, average yield for United States Treasury
securities at “constant maturity” having the Index Maturity specified above as
otherwise announced by the Federal Reserve Bank of New York for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which such Interest Determination Date falls.  If the Federal Reserve Bank of New York does
not publish a one-week or one-month, as specified above, average yield on
United States Treasury securities at



 5
 






 



“constant maturity”
having the Index Maturity specified above for the applicable week or month, the
CMT Rate on such Interest Determination Date will be calculated by the
Calculation Agent and will be 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 such Interest Determination Date of three Reference Dealers
selected by the Calculation Agent from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event
of equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for United States Treasury securities with an
original maturity equal to the Index Maturity specified above, a remaining term
to maturity no more than 1 year shorter than the Index Maturity specified above
and in a principal amount that is representative for a single transaction in
such securities in such market at such time. 
If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such Interest Determination Date will be calculated
by the Calculation
Agent and will be based on the arithmetic mean of the bid prices obtained and
neither the highest nor the lowest of such quotations will be eliminated.  If fewer than three prices are provided as
requested, the CMT Rate on such Interest Determination Date will be calculated
by the Calculation Agent and will be 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 such Interest Determination Date of
three Reference Dealers selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest) for United States Treasury
securities with an original maturity greater than the Index Maturity specified
above, a remaining term to maturity closest to the Index Maturity specified
above and in a principal amount that is representative for a single transaction
in such securities in such market at such time. 
If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such Interest Determination Date will be calculated
by the Calculation Agent and will be based on the arithmetic mean of the bid
prices obtained and neither the highest or the lowest of such quotations will
be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such Interest
Determination Date will be the CMT Rate in effect on such 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 Index Maturity specified above, 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 the Interest
Rate Reset Basis specified above is the Commercial Paper Rate, the interest
rate with respect to this Note will be the Commercial Paper Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above.  “Commercial Paper Rate”
means, with respect to any Interest Determination Date, the Money Market Yield
(as defined below) of the rate on such Interest Determination Date for
commercial paper having the Index Maturity specified above as published in
H.15(519) under the caption “Commercial Paper-Nonfinancial”.  In the event that such rate is not published
by 3:00 P.M., New York City time, on the Calculation Date (as defined
below)  pertaining to such Interest
Determination Date, then the Commercial Paper Rate will be the rate on such
Interest Determination Date for commercial paper having the Index Maturity
specified above as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption “Commercial Paper-Nonfinancial.” 
If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519), H.15 Daily Update or other recognized
electronic source, the Commercial Paper Rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be 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
selected by the Calculation Agent for commercial paper having the Index
Maturity specified above placed for industrial issuers whose bond rating is “AA,”
or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate determined as of such Interest Determination Date will be
the Commercial Paper Rate in effect on such Interest Determination Date.


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




	
  Money Market Yield =

  	
   

  	
  D x 360

  	
   

  	
  x 100

  
	
   

  	
   

  	
  360 - (D x M)

  	
   

  	
   

  






 


where “D” refers
to the applicable per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and “M”
refers to the actual number of days in the interest period for which interest
is being calculated.


Determination of Federal
Funds Rate.  If the Interest Rate Basis
specified above is the Federal Funds Rate, the interest rate with respect to
this Note will be the Federal Funds Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  “Federal Funds Rate” means, with respect to
any Interest Determination Date, the rate on that day for United States dollar
federal funds as published in H.15(519) under the caption “Federal Funds
(Effective)” as



 6
 






 



displayed on Moneyline
Telerate, or any successor service on page 120 or any other page as may
replace the applicable page on that service (“Moneyline Telerate Page 120”) or,
if such rate does not appear on Moneyline Telerate Page 120 or is  not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate will be the rate on such Interest Determination Date as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption “Federal
Funds/Effective Rate.” If such rate is not yet published in H.15(519), H.15
Daily Update or other recognized electronic source by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate for such Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions in The
City of New York selected by the Calculation Agent prior to 9:00 A.M., New York
City time, on such Interest Determination Date; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate determined as of such Interest Determination Date in effect on such
Interest Determination Date.


Determination of LIBOR.
If the Interest Rate Basis specified above is LIBOR, the interest rate with
respect to this Note will be LIBOR plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified above.  “LIBOR” will be determined by the Calculation
Agent in accordance with the following provisions:


(i) With respect to any
Interest Determination Date, LIBOR will be either: (a) if “LIBOR Moneyline
Telerate” is specified above, the rate for deposits in the LIBOR Currency (as
defined below) having the Index Maturity specified above commencing on the
Interest Reset Date immediately following such Interest Determination Date that
appears on the Designated LIBOR Page (as defined below) as of 11:00 A.M.,
London time, on that Interest Determination Date, or (b) if “LIBOR Reuters” is
specified above, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate will be used) for deposits in the LIBOR Currency having
the Index Maturity specified above, commencing on the Interest Reset Date
immediately following such Interest Determination Date, that appear (or, if
only a single rate is required as aforesaid, appears) on the Designated LIBOR
Page as of 11:00 A.M., London time, on such Interest Determination Date.  If fewer than two offered rates appear, or no
rate appears, as applicable, LIBOR in respect of the related Interest
Determination Date will be determined as if the parties had specified the rate
described in clause (ii) below.


(ii) With respect to an
Interest Determination Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the Designated LIBOR Page as specified in
clause (i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank market,
as selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in the LIBOR Currency for the period of the
Index Maturity specified above, commencing on the Interest Reset Date
immediately following such Interest Determination Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
Interest Determination Date and in a principal amount that is representative
for a single transaction in such LIBOR Currency in such market at such time. If
at least two such quotations are provided, LIBOR determined on such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
LIBOR determined on such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center (as
defined below), on such Interest Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent for loans in
the LIBOR Currency to leading European banks, having the Index Maturity
specified above and in a principal amount that is representative for a single
transaction in such LIBOR Currency in such market at such time; provided,
however, that if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR determined on such Interest Determination
Date will be LIBOR in effect on such Interest Determination Date.


“LIBOR Currency” means
the currency specified above as the currency for which LIBOR will be
calculated. If no such currency is specified above, the LIBOR Currency will be
United States dollars.


“Designated LIBOR Page”
means either (a) if “LIBOR Moneyline Telerate” is specified above, the display
on Moneyline Telerate (or any successor service), on the page specified above,
(or any page as may replace the specified page on that service) for the purpose
of displaying the London interbank rates of major banks for such applicable
LIBOR Currency, or (b) if “LIBOR Reuters” is specified above, the display on
the Reuters Monitor Money Rates Service (or any successor service) on the page
specified above (or any page as may replace the specified page on that service)
for the purpose of displaying the London interbank rates of major banks for
such LIBOR Currency.  If neither LIBOR
Moneyline Telerate nor LIBOR Reuters is specified above, LIBOR for the
applicable LIBOR Currency will be determined as if LIBOR Moneyline Telerate had
been specified.



 7
 






 



“Principal Financial Center” will generally be the capital city of the
country to which the LIBOR Currency relates, except that with respect to United
States dollars, Australian dollars, Canadian dollars,  South African rand and Swiss francs, the “Principal
Financial Center” will be The City of New York, Sydney, Toronto,  Johannesburg and Zurich, respectively.


Determination of Prime
Rate.  If the Interest Rate Basis
specified above is the Prime Rate, the interest rate with respect to this Note
will be the Prime Rate plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified above. 
“Prime Rate” means, with respect to any Interest Determination Date, the
rate on such Interest Determination Date as published in H.15(519) under the
caption “Bank Prime Loan.”  If such rate
is not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Prime Rate for such
Interest Determination Date will be the rate published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying the
applicable rate under the caption “Bank Prime Loan.”  If such rate is not published by 3:00 P.M.,
New York City time, in H.15(519), H.15 Daily Update or such other recognized
electronic source on the related Calculation Date, the Prime Rate for such
Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates of interest publicly announced by at
least four banks that appear on the Reuters Screen US PRIME 1 Page (as defined
below) as such bank’s prime rate or base lending rate as of 11:00 A.M., New
York City time, on such Interest Determination Date, or, if fewer than four
such rates appear by 3:00 P.M., New York City time, on the related Calculation
Date on Reuters Screen US PRIME 1 Page for such Interest Determination Date,
the rate will be calculated by the Calculation Agent and will be 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 such Interest Determination Date by three major banks in The City
of New York selected by the Calculation Agent; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Prime Rate with respect to such Interest Determination Date will
be the Prime Rate in effect on such Interest Determination Date.


“Reuters Screen US PRIME
1 Page” means the display on the Reuters Monitor Money Rates Service (or any
successor service) on the “US PRIME 1” page (or such other page as may replace
the “US PRIME 1” 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 the Interest Rate Basis specified above is the Treasury Rate, the
interest rate with respect to this Note will be the Treasury Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above.  “Treasury Rate” means,
with respect to any Interest Determination Date, the rate from the auction held
on such Interest Determination Date (the “Auction”) of direct obligations of
the United States (“Treasury Bills”) having the Index Maturity specified above
as published under the caption “INVESTMENT RATE” on the display on Moneyline
Telerate or any successor service on page 56 or any other page as may replace
page 56 on that service (“Moneyline Telerate Page 56”) or page 57 or any other
page as may replace page 57 on that service (“Moneyline Telerate Page 57”),
or if not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Bond Equivalent Yield
(as defined below) of the rate for such Treasury Bills as published in H.15
Daily Update, or other recognized electronic source used for the purpose of displaying
such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction
High”.  If such rate is not so published
by 3:00 P.M., New York City time in Moneyline Telerate Page 56, Moneyline
Telerate Page 57, H.15 daily Update or other recognized electronic source, on
the related Calculation Date, the Treasury Rate on such Interest Determination
Date will be the Bond Equivalent Yield of the auction rate of such Treasury
Bills as announced by the United States Department of the Treasury.  In the event that such auction rate is not so
announced by the United States Department of the Treasury on such Calculation
Date, or if the Auction is not held, the Treasury Rate on such Interest
Determination Date will be the Bond Equivalent Yield of the rate on such
Interest Determination Date of Treasury Bills having the Index Maturity
specified above as published in H.15(519) under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”, or if such rate is not published
by 3:00 P.M., New York City time, on the related Calculation Date, the rate on
such Interest Determination Date of such Treasury Bills as published in H.15
Daily Update, or other recognized electronic source used for the purpose of
displaying the rate, under the caption “U.S. Government Securities/Treasury
Bills/Secondary Market”.  If such rate is
not published in H.15(519), H.15 Daily Update, or other recognized electronic
source by 3:00 P.M., New York City time, on such Calculation Date, the
Treasury Rate on such Interest Determination Date will be calculated by the
Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M., New York
City time, on such Interest Determination Date, of three primary United States
government securities dealers selected by the Calculation Agent, for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
specified above; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate determined as of such Interest Determination Date will be the
Treasury Rate in effect on such Interest Determination Date.


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


	
  Bond Equivalent Yield = 

  	
   

  	
  D X N

  	
   

  	
  X 100

  
	
   

  	
   

  	
  360 — (D X M)

  	
   

  



 



 8
 






 



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.


Notwithstanding the
determination of the interest rate as provided above, the interest rate on this
Note for any interest period will not be greater than the Maximum Interest
Rate, if any, or less than the Minimum Interest Rate, if any, specified
above.  The interest rate on this Note
will 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.  The Calculation Agent will calculate the
interest rate on this Note in accordance with the foregoing on or before each
Calculation Date.  


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


The Paying Agent will
notify the Company of each determination of the interest rate applicable to
this Note promptly after such determination is made by the Calculation
Agent.  Citibank, N. A., will act as
Paying Agent, through its Corporate Trust Office at 111 Wall Street, 5th Floor,
New York, New York, 10043; Attention: Securities Services.  The Paying Agent will, upon the request of
the Holder of this Note, provide the interest rate then in effect and, if
determined, the interest rate which will become effective as a result of a
determination made with respect to the most recent Interest Determination Date
with respect to this Note.  The Paying
Agent will not be responsible for determining the interest rate applicable to
this Note.


If any Interest Payment
Date specified above would otherwise be a day that is not a Business Day, such
Interest Payment Date will be postponed to the next day that is a Business Day,
except that if the Interest Rate Basis specified above is LIBOR, and if such
Business Day is the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding Business Day. 
“Business Day” means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New
York; provided, however, that, with respect to foreign currency notes, the day
is also not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center, as
defined below, of the country issuing the specified currency or, if the
specified currency is Euro, the day is also a day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) System is open;
provided, further, that, with respect to notes as to which LIBOR is an
applicable Interest Rate Basis, the day is also a London Banking Day.  “London Banking Day” means a day on which
commercial banks are open for business, including dealings in the LIBOR
Currency, as defined below, in London.


If the Interest Rate
Basis specified above is the CD Rate, the CMT Rate or the Commercial Paper
Rate, the Interest Determination Date pertaining to an Interest Reset Date will
be the second Business Day next preceding such Interest Reset Date.  If the Interest Rate Basis specified above is
the Federal Funds Rate on the Prime Rate, the Interest Determination Date
pertaining to an Interest Reset Date will be the Business Day immediately
preceding such Interest Reset Date.  If
the Interest Rate Basis specified above is LIBOR, the Interest Determination
Date pertaining to an Interest Reset Date will be the second London Business
Day next preceding the Interest Reset Date. 
If the Interest Rate Basis specified above is the Treasury Rate, the
Interest Determination Date pertaining to an Interest Reset Date will be the
day of the week in which such Interest Reset Date falls on which Treasury Bills
of the Index Maturity specified above are auctioned.  Treasury Bills are normally sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction may
be held on the preceding Friday; provided, however, that if an auction is held
on the Friday of the week preceding the Interest Reset Date, the Interest
Determination Date will be the preceding Friday; and provided, further, that if
an auction falls on any Interest Reset Date, then such Interest Reset Date will
instead be the first Business Day following the auction  If the interest rate of this Note is
determined with reference to two or more interest rate bases, the Interest
Determination Date pertaining to this Note will be the latest Business Day
which is at least two Business Days prior to the Interest Reset Date on which
each Interest Rate Basis will be determinable. 
Each Interest Rate Basis will be determined on such date and the
applicable interest rate will take effect on the related Interest Reset Date.


Interest payments on this
Note (unless the Interest Reset Period specified above is a daily or weekly
period) will include accrued interest from and including the Original Issue
Date or from and including the next preceding Interest Payment Date in respect
of which interest has been paid, as the case may be, to, but excluding, the
Interest Payment Date or Maturity.  If
the Interest Reset Period is a daily or weekly period, interest payments will
include accrued interests from and including the Original Issue Date or from,
but excluding, the last date in respect of which interest has been paid or duly
provided for, as the case may be, to and including the Regular Record Date
immediately preceding the applicable Interest Payment Date, except that at
Maturity, the interest payable will include accrued from and including the
Original Issue Date or from, but excluding, the last date in respect of which
interest has been paid or duly provided for, as the case may be, to, but
excluding, the Maturity Date.  Accrued
interest will be calculated by multiplying the principal amount of this Note by
an accrued interest factor.  The accrued
interest factor will be computed by adding the interest factors calculated for
each day in the period for which accrued interest is being calculated.  The



 9
 






 



interest factor
(expressed as a decimal) for each such day will be computed by dividing the
interest rate applicable to such day by 360, if the Interest Rate Basis
specified above is the CD Rate, Commercial Paper Rate, Federal Funds Rate,
LIBOR or the Prime Rate, or by the actual number of days in the year if the
Interest Rate Basis specified above is the CMT Rate or the Treasury Rate.  The interest factor for each such day shall
be computed by dividing the interest rate applicable to such day by 360, if the
Day Count Convention specified above is “Actual/360” for the period specified
thereunder or by the actual number of days in the year if the Day Count
Convention specified above is “Actual/Actual” for the period specified
thereunder.


If an Event of Default
(as defined in the Indenture) with respect to the Notes will occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.


If the Discount Note box
is checked above, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified above (increased by any accruals of Discount, as
defined below, and reduced by any amounts of principal previously paid) and, in
the event of any redemption of this Note (if applicable), multiplied by the
Initial Redemption Percentage Reduction, specified above (as adjusted by the
Annual Redemption Percentage Reduction specified above) and (ii) any unpaid
interest accrued hereon to the date of such redemption, repayment or
acceleration of maturity, as the case may be. 
The difference between the Issue Price specified above and the Principal
Amount of this Note is referred to herein as the “Discount”.  


For purposes of
determining the amount of Discount that has accrued as of any date on which a
redemption, repayment or acceleration of maturity occurs for this Note, such
Discount will be accrued using a constant yield method.  The constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that, except for
the Initial Period (as defined below), corresponds to the shortest period
between Interest Payment Dates specified above (with ratable accruals within a
compounding period), an interest rate equal to the Initial Interest Rate
specified above and an assumption that the maturity of this Note will not be
accelerated.  If the period from the
Original Issue Date specified above to the initial Interest Payment Date (the “Initial
Period”) is shorter than the compounding period for this Note, a proportionate
amount of the yield for an entire compounding period will be accrued.  If the Initial Period is longer than the
compounding period, then such period will be divided into a regular compounding
period and a short period with the short period being treated as provided in
the preceding sentence.


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series under the Indenture to be affected at
any time by the Company with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note will 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 and in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.


As provided in the
Indenture, the Company will be discharged from its obligations under the Notes
if at any time (a) the Company has irrevocably deposited with the Trustee, in
trust, (i) sufficient funds to pay the principal of, and premium, if any, and
interest to the Maturity Date (“Stated Maturity” in the Indenture) on, the
Notes, or (ii) to the extent the Notes are payable in United States dollars
only, such amount of direct obligations of, or obligations the principal and
interest on which are fully guaranteed by, the United States of America as
will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay when
due the principal of, and premium, if any, and interest to the Maturity Date
on, the Notes, and which are not subject to prepayment, redemption or call, (b)
the Company has paid all other sums payable with respect to the Notes and (c)
unless the Notes are to become due and payable at their Maturity Date within
one year, the Trustee has received an opinion of recognized tax counsel to the
effect that such deposit and discharge will not result in recognition by the
Holders of the Notes of income, gain or loss for federal income tax purposes
(other than income, gain or loss which would have been recognized in like
amount and at a like time absent such deposit and discharge).  Upon such discharge, the Holders of the Notes
will no longer be entitled to the benefits of the Indenture, except for the
purposes of registration of transfer and exchange of Notes, and will look only
to such deposited funds or obligations for payment.


No reference herein to
the Indenture and no provision of this Note or of the Indenture will alter or
impair the obligation of the Company which is absolute and unconditional to pay
the principal of and interest on this Note at the times, place and rate, and in
the coin or currency herein and in the Indenture prescribed; subject, however,
to the provisions for the discharge of the Company from its obligations under
the Notes upon satisfaction of the conditions set forth in the preceding
paragraph and in the Indenture.



 10
 






 



This Note may be redeemed
at the option of the Company on any date on or after the Initial Redemption
Date, if any, specified above, and prior to the Maturity Date specified above,
upon mailing a notice of such redemption not more than 60 days nor less than 30
days prior to the date fixed for redemption to the Holder of this Note at such
Holder’s address appearing in the Security Register, all as provided in the
Indenture, at the Redemption Price, if any, specified above (expressed as
percentage of the principal amount) together in each case with accrued interest
to the date fixed for redemption, provided, however, that the first two
paragraphs of Section 1103 of the Indenture will not apply to this Note, and if
less than all of the Notes are to be redeemed, the Company may select, from
Notes that are subject to redemption pursuant to the terms thereof, the Note or
Notes, or portion or portions thereof, to be redeemed.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Note is registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office or agency of the Company in any
place where the principal of and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of the same series in authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.


The Notes are issuable
only in registered form without coupons and, if payable in United States
dollars, only in denominations of $1,000 and any integral multiple of
$1,000.  As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the same.


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


Prior to due presentment
of this Note for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee nor any such agent will
be affected by notice to the contrary.


As provided in the
Indenture, no recourse for the payment of the principal of or interest on any
Note, or for any claim based thereon, and no recourse upon any obligation of the
Company in the Indenture or in any Note will be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation.


All terms used in this
Note which are defined in the Indenture will have the meanings assigned to them
in the Indenture.


This note will be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.



 11
 






 



ASSIGNMENT/TRANSFER FORM


FOR
VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and
transfer(s) unto (insert Taxpayer Identification No.)                                                                                                                 


                                                                                                                                                                          


                                                                                                                                                                          


(Please print or
typewrite name and address including postal zip code of assignee)


                                                                                                                                                                          


the within Note and all
rights there under, hereby irrevocably constituting and appointing


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


	
  Date

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  NOTICE: The
  signature of the registered Holder 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.

  



 



 12
 






 



OPTION TO ELECT REPAYMENT


The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount hereof together
with interest to the repayment date, to the undersigned, at                                                                                                        


                                                                                                                                                                                                   


(Please print or typewrite name and address of the undersigned)


For this Note to be repaid, the Trustee must receive
at 1100 North Market Street, Wilmington, DE 19890-1615 Attn: Steve Cimalore,
Corporate Trust, or at such other place or places of which the Company shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the face of
this Note, this Note with this “Option to Elect Repayment” form duly
completed.  This Note notice must be
received by the Trustee by 5:00 P.M., New York City time, on the last day for
giving such notice.


If less than the entire principal amount of this Note
is to be repaid, specify the portion hereof (which shall be in an amount equal
to $1,000 or an integral multiple thereof, provided that any remaining
principal amount is equal to an authorized denomination) which the Holder
elects to have repaid and specify the denomination or denominations (which
shall be in an amount equal to an authorized denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).


	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
   

  
	
  

  	
   

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

  
					



 



 13