<PAGE>
                                                             Exhibit 4.3

FINAL

                 THIRD AMENDED AND RESTATED AGENCY AGREEMENT
                                BY AND AMONG
                      TOYOTA MOTOR CREDIT CORPORATION
                                 as Issuer
                                   -and-
                         The Chase Manhattan Bank
                                 as Agent
                                   -and-
                    Chase Manhattan Bank Luxembourg S.A.
                              as Paying Agent

                        Dated as of October 4, 2000
                              in respect of a
                       EURO MEDIUM-TERM NOTE PROGRAM

<PAGE>

1.Definitions and Interpretations                         2
2.Appointment of Agent and Paying Agents                  7
3.Issue of Temporary Global Notes                         8
4.Issue of Permanent Global Notes                         9
5.Issue of Definitive Notes                              10
6.Exchanges                                              11
7.Terms of Issue                                         11
8.Payments                                               13
9.Determinations and Notifications in Respect of Notes   15
10.Notice of Any Withholding or Deduction                16
11.Duties of the Agent in Connection with Early
Redemption                                               17
12.Publication of Notices                                17
13.Cancellation, RESALE AND REISSUANCE of Notes,
Receipts, Coupons and Talons                             17
14.Issue of Replacement Notes, Receipts,
Coupons and Talons                                       19
15.Copies of this Agreement and Each Pricing
Supplement Available for Inspection                      20
16.Commissions and Expenses                              20
17.Indemnity                                             21
18.Repayment by the Agent                                21
19.Conditions of Appointment                             22
20.Communication Between the Parties                     23
21.Changes in Agent and Paying Agents                    23
22.Merger and Consolidation                              25
23.Notifications                                         25
24.Change of Specified Office                            26
25.Notices                                               26
26.Taxes and Stamp Duties                                26
27.Currency Indemnity                                    27
28.Amendments:  Meetings of Holders                      27
29.Calculation Agency Agreement                          29


                                      -i-



<PAGE>


30.redenomination and exchange                          29
31.Descriptive Headings                                 32
32.Governing Law                                        32
33.Counterparts                                         32


                                     -ii-



<PAGE>



                                  APPENDICES
                                                                Page
APPENDIX A
Terms and Conditions of the Notes                                A-1

APPENDIX B
Forms of Global and Definitive Notes, Coupons, Receipts
and Talons                                                       B-1
Appendix B-1-Form of Temporary Global Notes                    B-1-1
Schedule One-Part I-Interest Payments                          B-1-6
Schedule One-Part II-Installment Payments                      B-1-7
Schedule Two-Schedule of Exchanges for Notes
Represented by a Permanent Global Note or Definitive Notes,
or Redemptions or Purchases and Cancellations                  B-1-8
Schedule Three-Form of Certificate to be Presented
by Appropriate Clearing System                                 B-1-9
Certificate "A"-Form of Certificate to be Presented
to Appropriate Clearing System                                B-1-11
Appendix B-2-Form of Permanent Global Note                     B-2-1
Schedule One-Part I-Interest Payments                          B-2-6
Schedule One-Part II-Installment Payments                      B-2-7
Schedule Two-Schedule of Exchanges of a Temporary
Global Note and for Definitive Notes, or Redemptions or
Purchases and Cancellations                                    B-2-9
Appendix B-3-Definitive Note                                   B-3-1
Appendix B-4-Form of Coupon                                    B-4-1
Appendix B-5-Form of Receipt                                   B-5-1
Appendix B-6-Form of Talon                                     B-6-1

APPENDIX C
Form of Calculation Agency Agreement                             C-1

                                       -iii-



<PAGE>




APPENDIX D
Form of Operating & Administrative Procedures Memorandum          D-1
Annex A-Settlement Procedures                                     D-3
Annex B to Appendix D-Form of Pricing Supplement                  D-6
Annex C-Form Letter from Lead Manager/Dealer                      D-17
Annex D-Trading Desk Information                                  D-18

APPENDIX E
Form of the Notes                                                 E-1


                                      -iv-

<PAGE>


THIRD AMENDED AND RESTATED AGENCY AGREEMENT
in respect of a
EURO MEDIUM-TERM NOTE PROGRAM

WHEREAS, the Company has entered into the Third Amended and Restated Program
Agreement dated October 4, 2000 (the "Program Agreement") with Merrill Lynch
International, BNP Paribas, Credit Suisse First Boston (Europe) Limited,
Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley &
Co. International Limited, Nomura International plc, and UBS AG, acting
through its business group UBS Warburg (the "Dealers") pursuant to which the
Company may issue notes (the "Notes") in an aggregate principal amount of up
to U.S.$16,000,000,000 (or its equivalent in other currencies or currency
units) outstanding at any time;

WHEREAS, the Company entered into an Agency Agreement dated October 30, 1992
with The Chase Manhattan Bank (formerly known as The Chase Manhattan Bank,
N.A.), as agent (the "Agent") and Chase Manhattan Bank Luxembourg S. A., as
paying agent (the "Paying Agent") in connection with the issuance of Notes
under the Program Agreement (the "Original Agreement"), which Original
Agreement was amended by Amendment No. 1 dated July 26, 1993;

WHEREAS, the Company entered into an Amended and Restated Agency Agreement
dated July 28, 1994 with the Agent and the Paying Agent, as amended by
Amendment No. 1 dated as of July 27, 1995 and Amendment No. 2 dated July 19,
1996 (the "First Amended and Restated Agency Agreement");

WHEREAS, the Company entered into a Second Amended and Restated Agency
Agreement dated July 24, 1997 with Agent and Paying Agent, as amended by
Amendment No. 1 dated July 24, 1998, Amendment No. 2 dated July 23, 1999, and
Amendment No. 3 dated July 28, 2000 (as amended, the "Second Amended and
Restated Agency Agreement");  and

WHEREAS, as permitted by Clause 28 of the Second Amended and Restated Agency
Agreement, the parties desire to amend and restate in its entirety the Second
Amended and Restated Agency Agreement.

NOW, THEREFORE, BE IT RESOLVED that the Second Amended and Restated Agency
Agreement is hereby amended and restated in its entirety to read as follows:

THIS THIRD AMENDED AND RESTATED AGENCY AGREEMENT (the "Agreement") is made as
of October 4, 2000 BY AND AMONG:
(1)Toyota Motor Credit Corporation of Torrance, California, U.S.A. (the
"Company");
(2)The Chase Manhattan Bank of Trinity Tower, 9 Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with Clause 21); and


                                 -1-


<PAGE>

(3)Chase Manhattan Bank Luxembourg S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall include
any additional or successor paying agent appointed in accordance with Clause
21 and "Paying Agent" shall mean any of the Paying Agents).


(1)Definitions and Interpretations  TC
The following expressions shall have the following meanings:
"BALO" means the Bulletin des Annonces Legales Obligatoires;
"CBV" means the Conseil des Bourses de Valeurs;
"Clearstream" and "Clearstream, Luxembourg" means Clearstream Banking,
societe anonyme;
"COB" means the Commission des Operations de Bourse;
"Conditions" means, in respect of any Series of Notes, the terms and
conditions of the Notes of such Series, such terms and conditions being in
the form or substantially in the form set out in Appendix A hereto or in such
other form, having regard to the terms of the relevant Series, as may be
agreed between the Company, the Agent and the relevant Purchaser or
Purchasers as from time to time;
"Coupon" has the meaning ascribed thereto in the Conditions;
"Dealer" means each of Merrill Lynch International, BNP Paribas, Credit
Suisse First Boston (Europe) Limited, Goldman Sachs International, J.P.
Morgan Securities Ltd., Morgan Stanley & Co. International Limited, Nomura
International plc, and UBS AG, acting through its business group UBS Warburg,
and any other entities appointed as dealers from time to time pursuant to the
Program Agreement;
"Definitive Note" means a Note in definitive form substantially in the form
set out in Appendix B-3 hereto (or in such other form as may be agreed
between the Company, the Agent and the relevant Purchaser or Purchasers)
issued or to be issued by the Company pursuant to this Agreement in exchange
for the whole or part of a Temporary Global or a Permanent Global Note;
"Dual Currency Notes" means Notes in respect of which principal and/or
interest is payable in one or more Specified Currencies other than the
Specified Currency in which they are denominated;
"Established Rate" means the rate for the conversion of the Specified
Currency (including compliance with rules relating to roundings in accordance
with applicable European Community regulations) into Euro established by the
Council of the European Union pursuant to Article 109l(4) of the Treaty;
"Euro" and "euro" mean the currency introduced at the start of the third

                                      -2-

<PAGE>


stage of European economic and monetary union pursuant to the Treaty;
"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office,
as operator of the Euroclear System;
"French francs" and "FRF" mean the lawful currency for the time being of
France, in addition to the euro.  (Pursuant to the Treaty, French francs will
cease to exist on January 1, 2002.);
"French Franc Note" means a Note denominated in French Francs or denominated
in another currency or currencies but linked directly or indirectly to French
Francs;
"FSA" means the Financial Services Act 1986 of the United Kingdom;
"Global Note" means a Temporary Global Note or a Permanent Global Note;
"ISDA Definitions" means the 1991 ISDA Definitions, as supplemented by the
1998 Supplement and the 1998 ISDA Euro Definitions, each as published by the
International Swaps and Derivatives Association, Inc., as amended,
supplemented or updated from time to time;
"Issue Date" means, in respect of any Note, the date of issue and purchase of
such Note pursuant to Clause 2 of the Program Agreement, being in the case of
any Note in the form of a Definitive Note, the same date as the date of issue
of the Global Note which initially represented such Note;
"Listing Agent" means Merrill Lynch International of Ropemaker Place, 25
Ropemaker Street, London EC2Y 9LY or such other London listing agent as the
Company may from time to time appoint for the purposes of liaising with the
UK Listing Authority and the London Stock Exchange, or, in relation to any
Notes which are, or are to be, listed on a Stock Exchange other than the
Official List and admitted for trading by the London Stock Exchange, such
listing agent as the Company may from time to time appoint for purposes of
liaising with such Stock Exchange or other relevant authority;
"Listing Particulars" means, with regard to the issue of Notes to be listed
on a Stock Exchange, any listing particulars (including supplementary listing
particulars) approved under the Listing Rules by the relevant Stock Exchange;
(a) in accordance with the provisions of section 144 of the FSA (including
any supplementary listing particulars published in accordance with the
provisions of this Agreement or otherwise) in the case of Notes which are, or
are to be, listed on the Official List and admitted for trading by the London
Stock Exchange; and/or
(b) in accordance with their equivalent in the case of Notes which are, or
are to be, listed on a Stock Exchange other than the London Stock Exchange;


                                    3

<PAGE>


"Listing Rules" means:
in the case of Notes which are, or are to be, listed on the Official List and
admitted for trading by the London Stock Exchange, the listing rules made by
the Financial Services Authority under section 142 of the FSA; and
in the case of Notes which are, or are to be, listed on a Stock Exchange
other than the Official List and admitted for trading by the London Stock
Exchange, the listing rules and regulations for the time being in force for
such Stock Exchange;
"London Stock Exchange" means the London Stock Exchange plc;
"Note" means any note issued or to be issued by the Company pursuant to the
Program Agreement, which Note may be represented by a Global Note or a
Definitive Note;
"Noteholders" means the several persons who are for the time being holders of
outstanding Notes save that for so long as any of the Notes are represented
by a Global Note, each person who is for the time being shown in the records
of Euroclear, Clearstream, or such other applicable clearing agency as the
holder of a particular principal amount of such Notes (other than a clearing
agency (including Clearstream and Euroclear) that is itself an account holder
of Clearstream, Euroclear or any other applicable clearing agency for a
Series of Notes) (in which regard any certificate or other document issued by
Euroclear, Clearstream or such other applicable clearing agency as to the
nominal amount of such Notes standing to the account of any person shall be
conclusive and binding for all purposes save in the case of manifest error)
shall be treated by the Company, the Agent and any other Paying Agent as a
holder of such nominal amount of such Notes for all purposes other than for
the payment of principal (including premium (if any)) or interest on such
Notes, the right to which shall be vested, as against the Company, the Agent
and any other Paying Agent, solely in the bearer of the Global Note in
accordance with and subject to its terms (and the expressions "Noteholder",
"holder of Notes" and related expressions shall be construed accordingly);
"Offering Circular" means the Offering Circular relating to the Program as
revised, supplemented, amended or updated, including in relation to each
Series of Notes, the Pricing Supplement relating to such Series and such
other documents as are from time to time incorporated therein by reference;
"Official List" has the meaning ascribed thereto in section 142 of the FSA;
"Outstanding" means, in relation to the Notes, all the Notes issued other
than (a) those which have been redeemed in full in accordance with this
Agreement or the Conditions, (b) those in respect of which the date for
redemption in accordance with the Conditions has occurred and the redemption
moneys therefor (including all interest (if any) accrued thereon to the date
for such redemption and any interest (if any) payable under the Conditions
after such date) have been duly paid to the Agent as provided herein (and,
where appropriate, notice has been given to the Noteholders in accordance
with Condition 16) and remain available for payment against presentation of


                                   4

<PAGE>

Notes, (c) those which have become void under Condition 15, (d) those which
have been purchased or otherwise acquired and cancelled as provided in
Condition 5 and those which have been purchased or otherwise acquired and are
being held by the Company for subsequent resale or reissuance as provided in
Condition 5 during the time so held, (e) those mutilated or defaced Notes
which have been surrendered in exchange for replacement Notes pursuant to
Condition 14, (f) (for the purposes only of determining how many Notes are
outstanding and without prejudice to their status for any other purpose)
those Notes alleged to have been lost, stolen or destroyed and in respect of
which replacement Notes have been issued pursuant to Condition 14 and (g)
Temporary Global Notes to the extent that they shall have been duly exchanged
in whole for Permanent Global Notes or Definitive Notes and Permanent Global
Notes to the extent that they shall have been duly exchanged in whole for
Definitive Notes, in each case pursuant to their respective provisions;
"Permanent Global Note" means a Global Note substantially in the form set out
in Appendix B-2 hereto (or in such other form as may be agreed between the
Company, the Agent and the relevant Purchaser or Purchasers) comprising Notes
issued or to be issued by the Company in exchange for the whole or part of a
Temporary Global Note issued in respect of the Notes of the same Series;
"Pricing Supplement" means the pricing supplement issued in relation to each
Series of Notes (substantially in the form of Annex B to the Procedures
Memorandum) as a supplement to the Offering Circular and giving details of
that Tranche;
"Procedures Memorandum" means the Operating & Administrative Procedures
Memorandum attached as Appendix D to this Agreement as amended or varied from
time to time by agreement between the parties hereto with written approval of
the Agent.
"Program" means the Euro Medium-Term Note Program established by the Program
Agreement;
"Program Agreement" means the Third Amended and Restated Program Agreement
dated October 4, 2000 between the Company and the Dealers concerning the
purchase of Notes to be issued by the Company and includes any subsequent
amendment or supplement thereto;
"Purchaser" means a Dealer or any third party other than a dealer (as defined
in Section 2(12) of the United States Securities Act of 1933, as amended),
who agrees to purchase Notes pursuant to the Program Agreement and references
to a relevant Purchaser or Purchasers mean in relation to any Note, the
Purchaser or Purchasers to whom the Company has agreed to issue and sell such
Note;
"Receipt" has the meaning ascribed thereto in the Conditions;
"Redenomination Date" means in the case of interest bearing Notes, any date
for payment of interest under the Notes or in the case of Zero Coupon Notes,
any date, in each case specified by the Company in the notice given to
Noteholders pursuant to Condition 17 and which falls on or after the start of
the third stage of European economic and monetary union pursuant to the


                                  5

<PAGE>


Treaty, or if the country of the Specified Currency is not one of the
countries then participating in such third stage, which falls on or after
such later date as it does so participate and which falls before the date on
which the Specified Currency ceases to be a sub-division of the Euro;
 "Series" means all Notes which are denominated in the same currency and
which have the same Maturity Date, Interest Basis, Redemption/Payment Basis
and interest payment dates (if any) (all as indicated in the applicable
Pricing Supplement) and the terms of which (except for the Issue Date or
Interest Commencement Date (as the case may be) and/or the Issue Price (all
as indicated as aforesaid)) are otherwise identical (including whether or not
the Notes are listed); and the expressions "Notes of the relevant Series" and
"holders of Notes of the relevant Series" and related expressions shall be
construed accordingly;
"SBF" means SBF - Bourse de Paris;
"Specified Currency" means the currency (which expression shall include
European Currency Units ("ECUs"), Euro and other currency units) in which
Notes are denominated and, in the case of Dual Currency Notes, the currency
or currencies in which payment in respect of the Notes is to be made;
"Stock Exchange" means the Official List, the London Stock Exchange or any
other or further stock exchange(s) or relevant authority on which any Notes
may from time to time be listed or admitted to trading; and references in
this Agreement to the "relevant Stock Exchange" shall, in relation to any
Notes, be references to the Stock Exchange on which such Notes are from time
to time, or are intended to be, listed or admitted to trading;
"Talon" has the meaning ascribed thereto in the Conditions;
"TARGET system" means the Trans-European Automated Real-time Gross Settlement
Express Transfer System;
"Temporary Global Note" means a Global Note substantially in the form set out
in Appendix B-1 hereto (or in such other form as may be agreed between the
Company, the Agent and the relevant Purchaser or Purchasers) comprising Notes
issued or to be issued by the Company pursuant to the Program Agreement and
issued in respect of the Notes of the same Series;
"Tranche" means all Notes of the same Series with the same Issue Date and
Interest Commencement Date;
"Treaty" means the Treaty establishing the European Community, as amended by
the Treaty on Economic Union;
"UK Listing Authority" means the name by which the Financial Services
Authority is known being the body appointed under the Official Listing of


                                     6

<PAGE>


Securities (Change of Competent Authority) Regulations 2000 as "competent
authority" to decide on the admission of securities to the Official List; and
"U.S.$" and "U.S. dollar" mean the lawful currency for the time being of the
United States.
(2)Terms and expressions (including the definitions of currencies or
composite currencies) defined in the Conditions or Appendices or used in the
applicable Pricing Supplement shall have the same meanings in this Agreement,
except where the context requires otherwise.

(3)Any references to Notes shall, unless the context otherwise requires,
include any Temporary Global Notes, Permanent Global Notes and Definitive
Notes.

2.Appointment of Agent and Paying Agents  TC
(1) The Agent is hereby appointed as agent of the Company, to act as issuing
and principal paying agent, upon the terms and subject to the conditions set
out below, for the purposes of, inter alia:
a)completing, authenticating and issuing Notes;

b)exchanging Temporary Global Notes for Permanent Global Notes or Definitive
Notes and in the case where Temporary Global Notes are initially exchanged
for Permanent Global Notes, exchanging Permanent Global Notes for Definitive
Notes in accordance with the terms of such Global Notes;

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

d)determining the interest and/or other amounts payable in respect of the
Notes in accordance with the Conditions;

e)arranging on behalf of the Company for notices to be communicated to the
Noteholders and the relevant Stock Exchanges;

f)ensuring that all necessary action is taken to comply with the periodic
reporting and notification requirements of the Bank of England, the German
Central Bank (including the monthly notification as to the amounts, issue
dates and other terms of each Tranche of DM-denominated Notes issued by the
Company during such month), the Ministry of Finance of Japan (including any
monthly reports as to the amounts, issue dates and other terms of each
Tranche of Yen-denominated Notes) and other applicable Japanese authorities,
the Direction du Tresor of France or any other competent authority of any
relevant currency with respect to the Notes to be issued under the Program;



                                      7

<PAGE>


g)receiving notice from Euroclear, Clearstream and/or such other applicable
clearing agency relating to the certificates of non-U.S. beneficial ownership
of the Notes;

h)upon certification by the participating Dealer or Dealers to the Agent that
the distribution with respect to a particular Tranche of Notes has been
completed, determining and certifying to Clearstream, Euroclear or such other
applicable clearing agency the applicable Exchange Date;

i)performing all other obligations and duties imposed upon it by the
Conditions and this Agreement.

j)Any of the duties and obligations of the Agent in its capacity of issuing
and principal paying agent set forth in Subclauses (a), (b), (c), (d), (e),
(g), (h) and (i) may, with the consent of the Company, be delegated by the
Agent with respect to a particular Series of Notes to a third party, provided
such third party's performance is subject to the overall supervision and
control of the Agent.

(2)Each Paying Agent is hereby appointed as paying agent of the Company, upon
the terms and subject to the conditions set out below, for the purposes of
paying sums due on Notes, Receipts and Coupons.

3.Issue of Temporary Global Notes  TC

(1)Subject to Subclause 3(2), following receipt of the applicable Pricing
Supplement signed by the Company with respect of an issue of Notes in
accordance with the provisions of the Procedures Memorandum set out in
Appendix D hereto (as from time to time varied, with the prior approval of
the Agent, by the Company and the relevant Purchaser or Purchasers of the
Notes of such issue), the Agent will take the steps required of the Agent in
the Procedures Memorandum.  For this purpose the Agent is authorized on
behalf of the Company:

(a)to prepare a Temporary Global Note or Temporary Global Notes containing
the relevant Conditions and to complete, in accordance with such Pricing
Supplement, the necessary details on such Temporary Global Note(s);

(b)to authenticate such Temporary Global Note(s); and

(c)to deliver such Temporary Global Note(s) (i) to the specified common
depositary of Euroclear, Clearstream and/or such other applicable clearing
agency as is specified in the related Pricing Supplement against receipt from
such common depositary of confirmation that such common depositary is holding
the Temporary Global Note(s) in safe custody for the account of Euroclear,
Clearstream or such other applicable clearing agency and to instruct
Euroclear, Clearstream and/or such other applicable clearing agency (as the
case may be) to credit the Notes represented by such Temporary Global


                                       8

<PAGE>

 Notes(s), unless otherwise agreed in writing between the Agent and the
Company, to the Agent's distribution account (or in the case of a syndicated
bond issue, the lead manager's account), or (ii) as otherwise agreed in
writing between the Company and the Agent.

(2)The Agent shall only be required to perform its obligations under
Subclause 3(1) if it holds a master Temporary Global Note duly executed by a
person or persons authorized to execute the same on behalf of the Company,
which may be used by the Agent for the purpose of preparing Temporary Global
Note(s) in accordance with Subclause 3(1)(a).

(3)The Agent shall provide Euroclear, Clearstream and/or such other
applicable clearing agency with the notifications, instructions or other
information to be given by the Agent to Euroclear, Clearstream and/or such
other applicable clearing agency.

(4)Any of the duties and obligations of the Agent set forth in this Clause 3
may, with the consent of the Company, be delegated by the Agent with respect
to a particular Series of Notes to a third party, provided such third party's
performance is subject to the overall supervision and control of the Agent.

4.Issue of Permanent Global Notes  TC
(1)Subject to Subclause 4(2), upon the occurrence of any event which pursuant
to the terms of a Temporary Global Note requires the issue of a Permanent
Global Note, the Agent shall issue a Permanent Global Note in accordance with
the terms of the Temporary Global Note.  For this purpose the Agent is
authorized on behalf of the Company:

(a)to prepare a Permanent Global Note containing the relevant Conditions and
to complete, in accordance with the terms of the Temporary Global Note, the
necessary details on such Permanent Global Note and attach a copy of the
applicable Pricing Supplement to such Permanent Global Note;

(b)to authenticate such Permanent Global Note; and

(c)(i) where the Temporary Global Note is being held by a common depositary
as aforesaid, to deliver such Permanent Global Note to the specified common
depositary that is holding the Temporary Global Note for the time being on
behalf of Euroclear, Clearstream and/or such other applicable clearing agency
as is specified in the related Pricing Supplement in exchange for such
Temporary Global Note or, in the case of a partial exchange, after noting the
details of such exchange in the appropriate spaces on both the Temporary
Global Note and the Permanent Global Note, and in either case against receipt
from the common depositary of confirmation that such common depositary is
holding the Permanent Global Note in safe custody for the account of


                                    9

<PAGE>


Euroclear, Clearstream and/or such other applicable clearing agency (as the
case may be); or (ii) where the Temporary Global Note is not being held by a
common depositary, as otherwise agreed in writing between the Company and the
Agent.

(2)The Agent shall only be required to perform its obligations under
Subclause 4(l) if it holds a master Permanent Global Note duly executed by a
person or persons authorized to execute the same on behalf of the Company,
which may be used by the Agent for the purpose of preparing Permanent Global
Notes(s) in accordance with Subclause 4(1)(a).

(3)The Agent shall provide Euroclear, Clearstream or such other applicable
clearing agency with the notifications, instructions or other information to
be given by the Agent to Euroclear, Clearstream or such other applicable
clearing agency.

(4)Any of the duties and obligations of the Agent set forth in this Clause 4
may, with the consent of the Company, be delegated by the Agent with respect
to a particular Series of Notes to a third party, provided such third party's
performance is subject to the overall supervision and control of the Agent.

5.Issue of Definitive Notes  TC
(1)Upon notice from Euroclear, Clearstream or such applicable clearing agency
pursuant to the terms of a Temporary Global Note or Permanent Global Note, as
the case may be, requiring the issue of one or more Definitive Note(s), the
Agent shall deliver the relevant Definitive Note(s) in accordance with the
terms of the relevant Global Note.  For this purpose, the Agent is hereby
authorized on behalf of the Company:

(a)to authenticate or arrange for authentication on its behalf (if so
instructed by the Company) such Definitive Note(s); and

(b)to deliver such Definitive Note(s) to or to the order of Euroclear,
Clearstream and/or such other applicable clearing agency as is specified in
the related Pricing Supplement either in exchange for such Global Note or, in
the case of a partial exchange, on entering details of any partial exchange
of the Global Note in the relevant space in Schedule Two of such Global Note;
provided that the Agent shall only permit a partial exchange of Notes
represented by a Permanent Global Note for Definitive Notes if the Notes
which continue to be represented by such Permanent Global Note are regarded
as fungible by Euroclear, Clearstream and/or such other applicable clearing
agency with the Definitive Notes issued in partial exchange therefor.

The Agent shall notify the Company forthwith upon receipt of a request for
issue of Definitive Note(s) in accordance with the provisions of a Global
Note (and the aggregate principal amount of such Temporary Global Note or
Permanent Global Note, as the case may be, to be exchanged in connection
therewith).


                                     10

<PAGE>


(2)The Company undertakes to deliver to the Agent, pursuant to a request for
the issue of Definitive Notes under the terms of the relevant Global Note,
sufficient numbers of executed Definitive Notes to enable the Agent to comply
with its obligations under this Clause 5.

(3)Any of the duties and obligations of the Agent set forth in this Clause 5
may, with the consent of the Company, be delegated by the Agent with respect
to a particular Series of Notes to a third party, provided such third party's
performance is subject to the overall supervision and control of the Agent.


6.Exchanges  TC
Upon any exchange of all or a portion of an interest in a Temporary Global
Note for an interest in a Permanent Global Note or for Definitive Notes or
upon any exchange of all or a portion of an interest in a Permanent Global
Note for Definitive Notes, the Global Note shall be endorsed to reflect the
reduction of its principal amount by the aggregate principal amount so
exchanged.  Until exchanged in full, the holder of an interest in any Global
Note shall in all respects be entitled to the same benefits as the holder of
Notes, Receipts and Coupons authenticated and delivered hereunder, subject as
set out in the Conditions.  The Agent is hereby authorized on behalf of the
Company (a) to endorse or to arrange for the endorsement of the relevant
Global Note to reflect the reduction in the principal amount represented
thereby by the amount so exchanged and, if appropriate, to endorse the
Permanent Global Note to reflect any increase in the principal amount
represented thereby, and in either case, to sign in the relevant space on the
relevant Global Note recording such exchange or increase; and (b) in the case
of a total exchange, to cancel or arrange for the cancellation of the
relevant Global Note.  Any of the duties and obligations of the Agent set
forth in this Clause 6 may, with the consent of the Company, be delegated by
the Agent with respect to a particular Series of Notes to a third party,
provided such third party's performance is subject to the overall supervision
and control of the Agent.

7.Terms of Issue  TC
(1)The Agent shall cause all Temporary Global Notes, Permanent Global Notes
and Definitive Notes delivered to and held by it under this Agreement to be
maintained in safe custody and shall ensure that such Notes are issued only
in accordance with the provisions of this Agreement and the relevant Global
Note and Conditions.

(2)Subject to the procedures set out in the Procedures Memorandum, for the
purposes of Subclause (1) the Agent is entitled to treat a telephone, telex
or facsimile communication from a person purporting to be (and who the Agent,
after making reasonable investigation, believes in good faith to be) the
authorized representative of the Company named in the list referred to in, or
notified pursuant to, Subclause 19(7) as sufficient instructions and
authority of the Company for the Agent to act in accordance with Subclause
7(1).


                                     11

<PAGE>


(3)In the event that a person who has signed on behalf of the Company a
master Temporary Global Note, a master Permanent Global Note or Definitive
Notes not yet issued but held by the Agent in accordance with Subclause 5(1)
ceases to be authorized as described in Subclause 19(7), the Agent shall
(unless the Company gives notice to the Agent that Notes signed by that
person do not constitute valid and binding obligations of the Company or
otherwise until replacements have been provided to the Agent) continue to
have authority to issue any such Notes, and the Company hereby warrants to
the Agent that such Notes shall, unless notified as aforesaid, be valid and
binding obligations of the Company.  Promptly upon such person ceasing to be
authorized, the Company shall provide the Agent with replacement master
Temporary Global Notes, master Permanent Global Notes and Definitive Notes
and the Agent shall cancel and destroy the master Temporary Global Notes,
master Permanent Global Notes and Definitive Notes held by it which are
signed by such person and shall provide to the Company a confirmation of
destruction in respect thereof specifying the Notes so cancelled and
destroyed.

(4)Unless otherwise agreed in writing between the Company and the Agent, each
Note credited to the Agent's distribution account with Euroclear, Clearstream
or such other applicable clearing agency following the delivery of a
Temporary Global Note or Permanent Global Note to a common depositary
pursuant to Subclause 3(1)(c) or Subclause 4(l)(c), respectively, shall be
held to the order of the Company.  The Agent shall procure that the principal
amount of Notes which the relevant Purchaser has agreed to purchase is:

a)debited from the Agent's distribution account; and

b)credited to the securities account of such Purchaser with Euroclear,
Clearstream or such other clearing agency (as specified in the Letter from
Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum
set forth in Appendix D to this Agreement), in each case only upon receipt by
the Agent on behalf of the Company of the purchase price due from the
relevant Purchaser in respect of such Notes.

(5)Unless otherwise agreed in writing between the Company and the Agent, if
on the relevant Issue Date a Purchaser does not pay the full purchase price
due from it in respect of any Note (the "Defaulted Note") and, as a result,
the Defaulted Note remains in the Agent's distribution account with
Euroclear, Clearstream or other applicable clearing agency after such Issue
Date, the Agent will continue to hold the Defaulted Note to the order of the
Company.  The Agent shall notify the Company forthwith of the failure of the
Purchaser to pay the full purchase price due from it in respect of any
Defaulted Note and, subsequently, shall notify the Company forthwith upon
receipt from the Purchaser of the full purchase price in respect of such
Defaulted Note.

(6)Unless otherwise agreed in writing between the Company and the Agent, if
the Agent pays an amount (the "Advance") to the Company on the basis that a


                                  12

<PAGE>


payment (the "Payment") will be received from a Purchaser and if the Payment
is not received by the Agent on the date the Agent pays the Company, the
Agent shall notify the Company by telex or facsimile that the Payment has not
been received and the Company shall repay to the Agent the Advance and shall
pay interest on the Advance (or the unreimbursed portion thereof) from (and
including) the date such Advance is made to (but excluding) the earlier of
repayment of the Advance and receipt by the Agent of the Payment (at a rate
quoted at that time by the Agent as its cost of funding the Advance).

(7)In the event of an issue of Notes, the Agent will promptly, and in any
event prior to the Issue Date in respect of such issue, send the Pricing
Supplement to the Company, relevant Stock Exchange and the relevant Dealers.


8.Payments  TC
(1)The Agent shall advise the Company, no later than ten Business Days (as
defined below) immediately preceding the date on which any payment is to be
made to the Agent pursuant to this Subclause 8(1), of the payment amount,
value date and payment instructions and the Company shall on each date on
which any payment in respect of any Notes becomes due, transfer to an account
specified by the Agent not later than the Payment Time such amount in the
relevant currency as shall be sufficient for the purposes of such payment in
funds settled through such payment system as the Agent and the Company may
agree.  As used in this Subclause 8(1), the term "Payment Time" means 2:00
p.m. local time in the principal financial center of the country of the
currency in which the payment falls is to be made (which in the case of
payment of Euro is London).

(2)The Agent shall advise the Company, no later than ten Business Days
immediately preceding the date on which any payment is to be made to the
Agent pursuant to Subclause 8(l), of the payment amount, value date and
payment instructions and the Company shall ensure that, no later than the
third Business Day immediately preceding the date on which any payment is to
be made to the Agent pursuant to Subclause 8(1), the Agent shall receive a
confirmation from the Company that payment will be made.  For the purposes of
this Clause 8,  "Business Day" means (unless otherwise stated in the
applicable Pricing Supplement) a day which is:

(a)a day (other than a Saturday or a Sunday) on which commercial banks and
foreign exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits) in
London;

(b)either (i) in relation to a payment to be made in a Specified Currency
other than euro, a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealings in
foreign exchange and foreign currency deposits) in the principal financial
center of the country of the relevant Specified Currency (if other than


                                        13


<PAGE>


London), or (ii) in relation to a payment to be made in euro, a day on which
the TARGET system is open; and

(c)a day (other than a Saturday or Sunday) on which banks are open for
business in the relevant place of business of the Agent.

Unless otherwise provided in the applicable Pricing Supplement, the principal
financial center of any country for any Series of Notes for the purposes of
this Subclause 8(2) shall be as provided in the ISDA Definitions on the Issue
Date of such Series of Notes (except in the case of New Zealand and
Australia, where the principal financial center will be as specified in the
applicable Pricing Supplement).

(3)Subject to the Agent being satisfied in its sole discretion that payment
will be duly made as provided in Subclause 8(1), the Agent or the relevant
Paying Agent shall pay or cause to be paid all amounts due in respect of the
Notes on behalf of the Company in the manner provided in the Conditions.  If
any payment provided for in Subclause 8(1) is made late but otherwise in
accordance with the provisions of this Agreement, the Agent and each Paying
Agent shall nevertheless make payments in respect of the Notes as aforesaid
following receipt by it of such payment.

(4)If for any reason the Agent considers in its sole discretion that the
amounts to be received by the Agent pursuant to Subclause 8(1) will be, or
the amounts actually received by it pursuant thereto are, insufficient to
satisfy all claims in respect of all payments then falling due in respect of
the Notes, the Agent shall then forthwith notify the Company of such
insufficiency and, until such time as the Agent has received the full amount
of all such payments, neither the Agent nor any Paying Agent shall be obliged
to pay any such claims.

(5)Without prejudice to Subclauses 8(3) and 8(4), if the Agent pays any
amounts to the holders of Notes, Receipts or Coupons or to any Paying Agent
at a time when it has not received payment in full in respect of the relevant
Notes in accordance with Subclause 8(1) (the excess of the amounts so paid
over the amounts so received being the "Shortfall"), the Company shall, in
addition to paying amounts due under Subclause 8(1), pay to the Agent on
demand interest (at a rate which represents the Agent's actual overnight cost
of funding the Shortfall) on the Shortfall (or the unreimbursed portion
thereof) until the receipt in full by the Agent of the Shortfall.  The Agent
shall notify the Company by tested telex or facsimile as soon as practicable,
it being understood that the Company shall have the right to make such
payment subsequently with good value as of such Business Day.

(6)The Agent shall on demand promptly reimburse each Paying Agent for
payments in respect of Notes properly made by such Paying Agent in accordance
with this Agreement and the Conditions unless the Agent has notified the
Paying Agent, prior to the opening of business in the location of the office
of the Paying Agent through which payment in respect of the Notes can be made


                                      14


<PAGE>


on the due date of a payment in respect of the Notes, that the Agent does not
expect to receive sufficient funds to make payment of all amounts falling due
in respect of such Notes.

9.Determinations and Notifications in Respect of Notes  TC
(1)The Agent shall make all such determinations and calculations (howsoever
described) as it is required to do under the Conditions, all subject to and
in accordance with the Conditions provided that certain calculations with
respect to any Series of Notes may be made by an agent (the "Calculation
Agent") appointed by the Company and acceptable to the Agent.  The Agent may
decline to act in the capacity described above in relation to a particular
Series of Notes if (i) the Agent does not have the capacity to determine the
rate of interest or redemption amount or any other calculation to be made in
relation to such Series of Notes and (ii) such decision to decline is
notified to the Issuer by the Agent as soon as reasonably practicable after
receipt by the Agent of the terms of such Series of Notes and, in any event,
prior to the issue of such Series of Notes.

(2)The Agent shall not be responsible to the Company or to any third party
(except in the event of negligence, willful default or bad faith) as a result
of the Agent having acted on any quotation given by any Reference Bank which
subsequently may be found to be incorrect.

(3)The Agent shall promptly notify the Company, the other Paying Agents and
(in respect of a Series of Notes listed on a Stock Exchange) the relevant
Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and
Interest Payment Date and all other amounts, rates and dates which it is
obliged to determine or calculate under the Conditions as soon as practicable
after the determination thereof (and in any event no later than the tenth
Business Day (as defined in Clause 8) immediately preceding the date on which
any payment is to be made to the Agent pursuant to Subclause 8(1)) and of any
subsequent amendment thereto pursuant to the Conditions.

(4)The Agent shall use its best efforts to cause each Rate of Interest,
Interest Amount and Interest Payment Date and all other amounts, rates and
dates which it is obliged to determine or calculate under the Conditions (or
which is provided to the Agent by any other Calculation Agent appointed by
the Company as provided in Subclause 9(1)) to be published as required in
accordance with the Conditions as soon as possible after their determination
or calculation.

(5)If the Agent does not at any material time for any reason determine and/or
calculate and/or publish the Rate of Interest, Interest Amount and/or
Interest Payment Date in respect of any Interest Period or any other amount,
rate or date as provided in this Clause 9, it shall forthwith notify the
Company and the other Paying Agents of such fact.


                                     15

<PAGE>



(6)The Agent shall provide to the German Central Bank, at the end of each
calendar month, information on the amount, interest rate and other terms of
each issue of Deutsche Mark denominated Notes during the month, and such
other information as the German Central Bank may require from time to time.

(7)The Agent shall comply with the reporting procedures and requirements from
time to time of the Direction du Tresor, COB, CBV, SBF and the Comite des
Emissions relating to the Marche de 1'Euro-Franc or any successor authority
with respect to issues of Notes denominated in, or directly or indirectly
linked with, the French Franc.

(8)The Agent shall provide to the Dealer or Dealers with respect to any
Series of Notes certification as to the completion of distribution of such
Series of Notes.

(9)For purposes of monitoring the aggregate principal amount of Notes issued
under the Program, the Agent shall determine the U.S. dollar equivalent of
the principal amount of each issue of Notes denominated in another currency,
each issue of Dual Currency Notes and each issue of Index Linked Notes as
follows:

(a)the U.S. dollar equivalent of Notes denominated in a currency other than
U.S. dollars shall be determined by the Agent as of 2:30 p.m. London time on
the Issue Date for such Notes by reference to the spot rate displayed on a
page on the Reuters Monitor Money Rates Service or the Dow Jones Markets
Limited or such other service as is agreed between the Agent and the Company
from time to time;

(b)the U.S. dollar equivalent of Dual Currency Notes and Index Linked Notes
shall be determined in the manner specified above by reference to the
original principal amount of such Notes;

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

(d)the U.S. dollar equivalent of Partly Paid Notes shall be the principal
amount regardless of the amount paid up on such Notes.

The Agent shall promptly notify the Company of each determination made as
aforesaid.

10.Notice of Any Withholding or Deduction  TC
If the Company is, in respect of any payments, compelled to withhold or
deduct any amount for or on account of taxes, duties, assessments or
governmental charges as specifically contemplated under the Conditions, the
Company shall give notice thereof to the Agent as soon as it becomes aware of
the requirement to make such withholding or deduction and shall give to the
Agent such information as it shall require to enable it to comply with such
requirement.


                                     16

<PAGE>



11.Duties of the Agent in Connection with Early Redemption  TC
(1)If the Company decides to redeem any Notes for the time being outstanding
prior to their Maturity Date in accordance with the Conditions, the Company
shall give notice of such decision to the Agent not less than 15 days before
the relevant redemption date or such shorter period that is acceptable to the
Agent and is set forth in the applicable Pricing Supplement.

(2)If only some of the Notes of like tenor and of the same Series are to be
redeemed on such date the Agent shall make the required drawing in accordance
with the Conditions.

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

12.Publication of Notices  TC
On behalf of and at the request and expense of the Company, the Agent shall
cause to be published all notices required to be given by the Company in
accordance with the Conditions.  Forthwith upon the receipt by the Agent of a
demand or notice from any Noteholder in accordance with the Conditions, the
Agent shall forward a copy thereof to the Company.

13.Cancellation, Resale and Reissuance of Notes, Receipts, Coupons and
Talons  TC

(1)All Notes which are purchased or otherwise acquired pursuant to the
Conditions by the Company, together (in the case of Definitive Notes) with
all unmatured Receipts, Coupons or Talons (if any) attached thereto or
purchased therewith, may, at the option of the Company, either be (i) resold
or reissued, or held by the Company for subsequent resale or reissuance, or
(ii) cancelled in which event such Notes, Receipts and Coupons may not be
resold or reissued.  Where any Notes, Receipts, Coupons or Talons are
purchased and cancelled, resold or reissued, or held by the Company for
subsequent resale or reissuance, as aforesaid, the Company shall procure that
all relevant details are promptly given to the Agent and that all Notes,
Receipts, Coupons or Talons so cancelled are delivered to the Agent.

(2)A certificate stating:
(a) the aggregate principal amount of Notes which have been redeemed and the
aggregate amount paid in respect thereof;


                                      17

<PAGE>



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

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

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

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

shall be given to the Company by the Agent as soon as reasonably practicable
and in any event within 30 days after the date of such repayment or, as the
case may be, payment or exchange.

(3)Subject to being duly notified in due time, the Agent shall give a
certificate to the Company, within three months of the date of purchase and
cancellation or purchase and subsequent resale or reissuance of Notes as
aforesaid, stating:

(a)the principal amount of Notes so purchased and cancelled, resold or
reissued;

(b)the serial numbers of such Notes; and

(c)the total number by maturity date of the Receipts, Coupons and Talons (if
any) appertaining thereto and surrendered therewith or attached thereto.

(4)The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons
(unless otherwise instructed by the Company) and, forthwith upon destruction,
furnish the Company with a certificate of the serial numbers of the Notes and
the number by maturity date of Receipts, Coupons and Talons so destroyed.

(5)Without prejudice to the obligations of the Agent pursuant to Subclause
13(2), the Agent shall keep a full and complete record of all Notes,
Receipts, Coupons and Talons (other than serial numbers of Coupons, except
those which have been replaced pursuant to Condition 14) and of all
replacement Notes, Receipts, Coupons or Talons issued in substitution for
mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or
Talons and of all Notes, Receipts, Coupons or Talons which have been resold
or reissued.  The Agent shall at all reasonable times make such record
available to the Company and any person authorized by the Company for
inspection and for the taking of copies thereof or extracts therefrom.

(6)All records and certificates made or given pursuant to this Clause 13 and
Clause 14 shall make a distinction between Notes, Receipts, Coupons and
Talons of each Series.


                                       18

<PAGE>



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

(2)The Agent will, subject to and in accordance with the Conditions and the
following provisions of this Clause 14, cause to be delivered any replacement
Notes, Receipts, Coupons and Talons which the Company may determine to issue
in place of Notes, Receipts, Coupons and Talons which have been lost, stolen,
mutilated, defaced or destroyed.

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

(4)The Agent shall not issue any replacement Note, Receipt, Coupon or Talon
unless and until the applicant therefor shall have:

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

(b)furnished it with such evidence (including evidence as to the serial
number of such Note, Receipt, Coupon or Talon) and indemnity or other
security (which may include a bank guarantee and/or security) or otherwise as
the Company and the Agent may reasonably require; and

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

(5)The Agent shall cancel any mutilated or defaced Notes, Receipts, Coupons
and Talons in respect of which replacement Notes, Receipts, Coupons and
Talons have been issued pursuant to this Clause 14 and shall furnish the
Company with certificate stating the serial numbers of the Notes, Receipts,
Coupons and Talons so cancelled and, unless otherwise instructed by the
Company in writing, shall destroy such cancelled Notes, Receipts, Coupons and
Talons and furnish the Company with a destruction certificate containing the
information specified in Subclause 13(3).

(6)The Agent shall, on issuing any replacement Note, Receipt, Coupon or
Talon, forthwith inform the Company and the Paying Agents of the serial
number of such replacement Note, Receipt, Coupon or Talon issued and (if
known) of the serial number of the Note, Receipt, Coupon or Talon in place of
which such replacement Note, Receipt, Coupon or Talon has been issued.
Whenever replacement Receipts, Coupons or Talons are issued pursuant to the
provisions of this Clause 14, the Agent shall also notify the Paying Agents
of the maturity dates of the lost, stolen, mutilated, defaced or destroyed

                                 19


<PAGE>

Receipts, Coupons or Talons and of the replacement Receipts, Coupons or
Talons issued.

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

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

(9)Notwithstanding any of the foregoing in this Clause 14, no issue of
replacement Notes, Receipts, Coupons and Talons shall be made or delivered in
the United States.

15.Copies of this Agreement and Each Pricing Supplement Available for
Inspection  TC
The Agent and the Paying Agents shall, for as long as any Note remains
outstanding, hold copies of this Agreement, each Pricing Supplement, the
Company's Articles of Incorporation as amended and restated from time to time
and the latest annual and any interim reports of the Company available for
inspection; provided, however, that if a Paying Agent acts as a Paying Agent
for only some of the Series of Notes issued under the Program, such Paying
Agent need only hold the Pricing Supplements for the Series of Notes for
which it acts as Paying Agent (and any documents specified in the applicable
Pricing Supplements) and the other documents referenced in this Clause 15
shall be obtained by Noteholders from the Agent or from Paying Agents that
act as Paying Agents for all Series of Notes issued under the Program.  For
this purpose, the Company shall furnish the Agent and the Paying Agents with
sufficient copies of the documents they are required to hold.

16.Commissions and Expenses  TC

(1)The Company shall pay to the Agent such fees and commissions as the
Company and the Agent may separately agree in respect of the services of the
Agent and the Paying Agents hereunder together with any reasonable out-of-
pocket expenses (including legal, printing, postage, tax, cable and
advertising expenses required in connection with the Notes issued hereunder)
incurred by the Agent and the Paying Agents in connection with their said
services.

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


                                       20


<PAGE>



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

(2)The Agent and the Paying Agents shall not be liable for any action taken
or omitted hereunder except for their own willful default, negligence or bad
faith or that of their respective officers, directors or employees or the
breach by any of them of the terms of this Agreement.

(3)Neither the Agent nor any of the Paying Agents shall be responsible for
the acts or failure to act of any other of them and each of the Agent and the
Paying Agents shall indemnify the Company against any loss, liability, cost,
claim, action, demand or expense (including, but not limited to, all
reasonable costs, legal fees, charges and expenses paid or incurred in
disputing or defending any of the foregoing) which the Company may incur or
which may be made against it as a result of the breach by the Agent or such
Paying Agents of the terms of this Agreement or its willful default,
negligence or bad faith or that of its officers, directors or employees.

18.Repayment by the Agent  TC
The Agent shall, forthwith on demand, upon the Company being discharged from
its obligation to make payments in respect of any Notes under the Conditions,
provided that there is no outstanding, bona fide and proper claim in respect
of any such payments, pay to the Company sums equivalent to any amounts paid
to it by the Company in respect of such Notes.

19.Conditions of Appointment  TC
(1)The Agent shall be entitled to deal with money paid to it by the Company
for the purpose of this Agreement in the same manner as other money paid to a
banker by its customers except:

(a)that it shall not exercise any right of set-off, lien or similar claim in
respect thereof;
(b)as provided in Subclause 19(2) below; and
(c)that it shall not be liable to account to the Company for any interest
thereon except as otherwise agreed between the Company and the Agent.


                                      21

<PAGE>


(2)In acting hereunder and in connection with the Notes, the Agent and the
Paying Agents shall act solely as agents of the Company and will not thereby
assume any obligations towards or relationship of agency or trust for or with
any of the owners or holders of the Notes, Receipts, Coupons or Talons,
except that all funds held by the Agent or the Paying Agents for payment to
the Noteholders shall be held in trust, to be applied as set forth herein,
but need not be segregated from other funds except as required by law;
provided, however, that monies paid by the Company to the Agent for the
payment of principal or interest on Notes remaining unclaimed at the end of
five years after such principal or interest shall become due and payable
shall be repaid to the Company as provided and in the manner set forth in the
Notes whereupon all liability of the Agent with respect thereto shall cease.

(3)The Agent and the Paying Agents hereby undertake to the Company to perform
such obligations and duties, and shall be obliged to perform such duties and
only such duties, as are herein, in the Conditions and in the Procedures
Memorandum specifically set forth, or are otherwise agreed to in writing by
the Company, the Agent and the Paying Agents as applicable, and no implied
duties or obligations shall be read into this Agreement or the Notes against
the Agent and the Paying Agents.

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

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

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

(7)The Company shall provide the Agent with a certified copy of the list of
persons authorized to execute documents and take action on behalf of the
Company in connection with this Agreement and shall notify the Agent promptly


                                   22


<PAGE>


in writing if any of such persons ceases to be so authorized or if any
additional person becomes so authorized together, in the case of an
additional authorized person, with evidence satisfactory to the Agent that
such person has been so authorized.

20.Communication Between the Parties  TC
A copy of all communications relating to the subject matter of this Agreement
between the Company and any holders of Notes, Receipts or Coupons and any of
the Paying Agents shall be sent to the Agent by the relevant Paying Agent and
the Agent shall forthwith promptly deliver a copy of any such communication
to the Company.

21.Changes in Agent and Paying Agents  TC
(1)The Company agrees that, until no Note is outstanding or until moneys for
the payment of all amounts in respect of all outstanding Notes have been made
available to the Agent (whichever is the later):

(a)so long as any Notes (i) are listed on the London Stock Exchange, there
will at all times be a Paying Agent (or the Agent) having a specified office
in London; (ii) are listed on the Paris Bourse, there will at all times be a
Paying Agent having a specified office in Paris; and (iii) are listed on any
other Stock Exchange, there will at all times be a Paying Agent in any such
location as may be required by the rules and regulations of the relevant
Stock Exchange;

(b)there will at all times be a Paying Agent (or the Agent) with a specified
office in a city approved by the Company and the Agent in continental Europe;
and

(c)there will at all times be an Agent.

In addition, the Company shall appoint a Paying Agent having a specified
office in New York City in the circumstances described in the final paragraph
of Condition 6(b).  Any variation, termination, appointment or change shall
only take effect (other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 nor more than 45 days prior notice
thereof shall have been given to the Noteholders in accordance with Condition
16.

(2)The Agent may (subject as provided in Subclause 21(4)) at any time resign
as Agent by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective; provided that such date shall never be less than three months
after the receipt of such notice by the Company unless the Company agrees to
accept less notice.

(3)The Agent may (subject as provided in Subclause 21(4)) be removed at any
time by the filing with it of an instrument in writing signed on behalf of
the Company specifying such removal and the date when it shall become
effective.


                                       23

<PAGE>


(4)Any resignation under Subclause 21(2) or removal under Subclause 21(3)
shall only take effect upon the appointment by the Company of a successor
Agent and (other than in cases of insolvency of the Agent) on the expiry of
the notice to be given under Clause 23.  If, by the day falling 10 days
before the expiry of any notice under Subclause 21(2), the Company has not
appointed a successor Agent, then the Agent shall be entitled, on behalf of
the Company, to appoint as a successor Agent in its place such reputable
financial institution of good standing as it may reasonably determine to be
capable of performing the duties of the Agent hereunder.

(5)In case at any time the Agent resigns, or is removed, or becomes incapable
of action or is adjudged bankrupt or insolvent, or files a voluntary petition
in bankruptcy or makes an assignment for the benefit of its creditors or
consents to the appointment of an administrator, liquidator or administrative
or other receiver of all or a substantial part of its property, or if an
administrator, liquidator or administrative or other receiver of it or all or
a substantial part of its property is appointed, or it admits in writing its
inability to pay or meet its debts as they become due, or if an order of any
court is entered approving any petition filed by or against it under the
provisions of any applicable bankruptcy or insolvency law or if any officer
takes charge or control of it or of its property or affairs for the purpose
of rehabilitation, administration or liquidation, a successor Agent may be
appointed by the Company by an instrument in writing filed with the successor
Agent.  Upon the appointment as aforesaid of a successor Agent and acceptance
by the latter of such appointment and (other than in the case of insolvency
of the Agent) upon expiry of the notice to be given under Clause 23, the
Agent so superseded shall cease to be the Agent hereunder.

(6)Subject to Subclause 21(1), the Company may, after prior consultation with
the Agent, terminate the appointment of any of the Paying Agents at any time
and/or appoint one or more further Paying Agents located outside the United
States (either for all Notes issued under the Program or with respect to a
particular Series of Notes) by giving to the Agent, and to the relevant
Paying Agent, at least 45 days notice in writing to that effect, or such
lesser notice as is agreed to by the Agent, the Company and the relevant
Paying Agent.

(7)Subject to Subclause 21(1), all or any of the Paying Agents may resign
their respective appointments hereunder at any time by giving the Company and
the Agent at least 45 days written notice to that effect.

(8)Upon its resignation or removal becoming effective, the Agent or the
relevant Paying Agent:

(a)shall, in the case of the Agent, forthwith transfer all moneys held by it
hereunder and the records referred to in Subclauses 13(5) and 14(7) to the
successor Agent hereunder; and


                                     24


<PAGE>



(b)shall be entitled to the payment by the Company of its commissions and
fees for the services theretofore rendered hereunder in accordance with the
terms of Clause 16 and to the reimbursement of all reasonable out-of-pocket
expenses (including legal fees and together with any applicable value added
tax or similar tax thereon) incurred in connection therewith.

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


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

23.Notifications  TC
Following receipt of notice of resignation from the Agent or any Paying Agent
and forthwith upon appointing a successor Agent or, as the case may be,
further or other Paying Agents for any Series of Notes outstanding prior to
the date of such appointment or on giving notice to terminate the appointment
of any Agent or, as the case may be, Paying Agent, the Company shall give or
cause to be given not more than 45 days nor less than 30 days notice thereof
to any Noteholders affected by such termination or appointment in accordance
with the Conditions.

24.Change of Specified Office  TC
If the Agent or any Paying Agent determines to change its specified office,
it shall give to the Company and (if applicable) the Agent written notice of
such determination giving the address of the new specified office which shall
be in the same city and stating the date on which such change is to take
effect, which shall not be less than 45 days thereafter.  The Agent (on
behalf of the Company) shall within 15 days of receipt of such notice (unless
the appointment of the Agent or the relevant Paying Agent, as the case may
be, is to terminate pursuant to Clause 21 on or prior to the date of such


                                    25


<PAGE>


change) give or cause to be given not more than 45 days nor less than 30 days
notice thereof to the Noteholders in accordance with the Conditions;
provided, however, that if a Paying Agent acts as Paying Agent for only some
of the Series of Notes under the Program, notice need be given only to
Noteholders for whom the Paying Agent acts as Paying Agent.


25.Notices  TC
Any notice or communication given hereunder shall be sufficiently given or
served:

(a)if delivered in person to the relevant address specified on the signature
pages hereof (or to such other address as is specified in writing and
delivered to all parties to this Agreement) and, if so delivered, shall be
deemed to have been delivered at time of receipt; or

(b)if sent by facsimile or telex to the relevant number specified on the
signature pages hereof (or to such other facsimile or telex numbers as are
specified in writing and delivered to all parties to this Agreement) and, if
so sent, shall be deemed to have been delivered upon transmission provided
such transmission is confirmed by the answer back of the recipient (in the
case of telex) or when an acknowledgment of receipt is received (in the case
of facsimile).

26.Taxes and Stamp Duties  TC
The Company agrees to pay any and all stamp and other documentary taxes or
duties (other than any interest or penalties arising as a result of a failure
by any other person to account promptly to the relevant authorities for any
such duties or taxes after such person shall have received from the Company
the full amount payable in respect thereof) which may be payable in
connection with the execution, delivery, performance and enforcement of this
Agreement.

27.Currency Indemnity  TC
If, under any applicable law and whether pursuant to a judgment being made or
registered against the Company or for any other reason, any payment under or
in connection with this Agreement is made or is to be satisfied in a currency
(the "other currency") other than that in which the relevant payment is
expressed to be due (the "required currency") under this Agreement, then, to
the extent that the payment (when converted into the required currency at the
rate of exchange on the date of payment or, if it is not practicable for the
Agent or the relevant Paying Agent to purchase the required currency with the
other currency on the date of payment, at the rate of exchange as soon
thereafter as it is practicable for it to do so or, in the case of a
liquidation, insolvency or analogous process at the rate of exchange on the
latest date permitted by applicable law for the determination of liabilities
in such liquidation, insolvency or analogous process) actually received by
the Agent or the relevant Paying Agent falls short of the amount due under
the terms of this Agreement, the Company shall, as a separate and independent
obligation, indemnify and hold harmless the Agent against the amount of such
shortfall.


                                     26


<PAGE>



For the purposes of this Clause 27, "rate of exchange" means the rate at
which the Agent is able on the relevant date to purchase the required
currency with the other currency and shall take into account any premium and
other costs of exchange.

28.Amendments:  Meetings of Holders  TC
For purposes of this Clause 28, the term "outstanding" excludes those Notes
which have been purchased or otherwise acquired and are being held by the
Company for subsequent resale or reissuance as provided in Condition 5 during
the time so held.

(1)This Agreement, the Notes and any Receipts and Coupons attached to the
Notes may be amended by the Company and the Agent, without consent of the
holder of any Note, Receipt or Coupons (a) for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or therein, or to evidence the succession of another
corporation to the Company as provided in Condition 11, (b) to make any
further modifications of the terms of this Agreement necessary or desirable
to allow for the issuance of any additional Notes (which modifications shall
not be materially adverse to holders of outstanding Notes), or (c) in any
manner which the Company (and, in the case of this Agreement, the Agent) may
deem necessary or desirable and which shall not materially adversely affect
the interests of the holders of the Notes, Receipts and Coupons.  In
addition, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes then outstanding affected thereby, or
by a resolution adopted by a majority in aggregate principal amount of such
outstanding Notes affected thereby present or represented at a meeting of
such holders at which a quorum is present, this Agreement and the terms and
conditions of the Notes, Receipts and Coupons may be modified or amended by
the parties hereto, and future compliance and past defaults waived, in each
case as provided in Conditions 12 and 13 and subject to the limitations
therein provided.

(2)A meeting of holders of Notes may be called by the holders of at least 10
per cent in principal amount of the outstanding Notes at any time and from
time to time to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement
or the Notes to be made, given or taken by holders of Notes.

(3)The Agent may at any time call a meeting of holders of Notes for any
purpose specified in Subclause 28(1) to be held at such time and at such
place in The City of New York or in London, as the Agent and the Company
shall determine.  Notice of every meeting of holders of Notes, setting forth
the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given by the Agent to the
Company and to the holders of the Notes, in the same manner as provided in
Condition 16, not less than 21 nor more than 180 days prior to the date fixed
for the meeting.  In the case at any time the Company or the holders of at
least 10 per cent in principal amount of the outstanding Notes shall have
requested the Agent to call a meeting of the holders to take any action
authorized in Subclause 28(1), by written request setting forth in reasonable


                                  27


<PAGE>


 detail the action proposed to be taken at the meeting, and the Agent shall
not have given notice of such meeting within 21 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company, or the holders of Notes in the amount
above-specified, as the case may be, may determine the time and the place in
The City of New York or London for such meeting and may call such meeting by
giving notice thereof as provided in this Subclause 28(3).

(4)To be entitled to vote at any meeting of holders of Notes, a person shall
be a holder of outstanding Notes at the time of such meeting, or a person
appointed by an instrument in writing as proxy for such holder.

(5)The persons entitled to vote a majority in principal amount of the
outstanding Notes shall constitute a quorum.  In the absence of a quorum,
within 30 minutes of the time appointed for any such meeting, the meeting may
be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting.  In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may
be further adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of any adjourned meeting shall be given
as provided in Subclause 28(3) except that such notice need be given not less
than five days prior to the date on which the meeting is scheduled to be
reconvened.  Notice of the reconvening of an adjourned meeting shall state
expressly the percentage of the principal amount of the outstanding Notes
which shall constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for a
lack of a quorum, the persons entitled to vote 25 percent in principal amount
of the outstanding Notes shall constitute a quorum for the taking of any
action set forth in the notice of the original meeting.  Any meeting of
holders of Notes at which a quorum is present may be adjourned from time to
time by vote of a majority in principal amount of the outstanding Notes
represented at the meeting, and the meeting may be held as so adjourned
without further notice.  At a meeting or an adjourned meeting duly reconvened
and at which a quorum is present as aforesaid, any resolution and all matters
shall be effectively passed and decided if passed or decided by the persons
entitled to vote a majority in principal amount of the outstanding Notes
represented and voting at such meeting, provided that such amount approving
such resolution shall be not less than 25 percent in principal amount of the
outstanding Notes.

(6)The Agent may make such reasonable regulations as it may deem advisable
for any meeting of holders of Notes in regard to proof of the holding of
Notes and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate.  The
Agent shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or holders


                                       28


<PAGE>


 of Notes as provided above, in which case the Company or the holders of
Notes calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman.  A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the persons entitled to vote a majority
in principal amount of the outstanding Notes represented at the meeting.  The
chairman of the meeting shall have no right to vote, except as a holder of
Notes or proxy.  A record, at least in triplicate, of the proceedings of each
meeting of holders of Notes shall be prepared, and one such copy shall be
delivered to the Company and another to the Agent to be preserved by the
Agent.

29.Calculation Agency Agreement  TC
A form of calculation agency agreement is set out in Appendix C to this
Agreement.  Where the Conditions require functions to be carried out by a
Calculation Agent other than the Agent, the Company may execute such an
agreement or an agreement in such other form as the Company and the
Calculation Agent may agree.

30.Redenomination and Exchange  TC

(1)Redenomination
Where redenomination ("Redenomination") is specified in the applicable
Pricing Supplement as being applicable, and unless otherwise specified in the
applicable Pricing Supplement, the Company may, without the consent of any
Noteholder, Receiptholder or Couponholder, on giving prior notice to
Euroclear, Clearstream and the Agent and at least 30 days' prior notice to
Noteholders as provided in Condition 16, designate a Redenomination Date.
With effect from the Redenomination Date, notwithstanding the other
provisions of the Conditions:

(a)The Notes and Receipts shall (unless already so provided by mandatory
provisions of applicable law) be deemed to be redenominated in Euro in the
denomination of Euro 0.01 with a principal amount for each Note and Receipt
equal to the principal amount of the Note or Receipt in the original
Specified Currency, converted into Euro at the Established Rate, and the
Specified Currency shall be deemed to be Euro; provided that, if the Company
determines, after consultation with the Agent, that the then market practice
in respect of the redenomination into Euro of internationally offered
securities is different from the provisions specified above in this Subclause
30(1)(a) or in the applicable Pricing Supplement, such provisions shall be
deemed to be amended so as to comply with such market practice and the
Company shall promptly notify the Noteholders, the stock exchange (if any) on
which the Notes may be listed and the Agent and Paying Agent(s) of such
deemed amendments.

(b)If definitive Notes are required to be issued after the Redenomination
Date, they shall be issued at the expense of the Company in the denominations
of Euro 1,000, Euro 10,000 and Euro 100,000 and (but only to the extent of


                                    29


<PAGE>


any remaining amounts less than Euro 1,000 or such smaller denominations as
the Agent may approve) Euro 0.01 and such other denominations as the Company,
after consultation with the Agent, shall determine and notify to Noteholders.

(c)If definitive Notes have been issued, all unmatured Coupons and Receipts
denominated in the original Specified Currency (whether or not attached to
the Notes) will become void and no payments will be made in respect of them
with effect from the date on which the Company gives notice (the "Exchange
Notice") that Euro-denominated Notes, Receipts and Coupons are available for
exchange (provided that such securities are so available).  New certificates
in respect of Euro-denominated Notes, Receipts and Coupons will be issued in
exchange for Notes, Receipts and Coupons in the original Specified Currency
in such manner as the Company, after consultation with the Agent, may specify
and shall be notified to Noteholders in the Exchange Notice.  No Exchange
Notice may be given less than 15 days prior to any date for payment of
principal or interest on the Notes.

(d)After the Redenomination Date, all payments in respect of the Notes, the
Receipts and the Coupons (other than, unless the Redenomination Date is on or
after such date as the original Specified Currency ceases to be a subdivision
of the Euro, payments of interest in respect of periods commencing before the
Redenomination Date) will be made solely in Euro as though references in the
Notes, the Receipts and the Coupons to the Specified Currency were to Euro.
Such payments will be made in Euro by credit or transfer to a Euro account
(or any other account to which Euro may be credited or transferred) specified
by the payee or by check; provided, however, that a check may not be
delivered to an address in, and an amount may not be transferred to an
account at a bank located in, the United States of America or its possessions
except as provided in Condition 6(b).

(e)After the Redenomination Date, "Business Day" in relation to any sum
payable in euro shall mean a day on which commercial banks and foreign
exchange markets settle payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits) in London and New
York and a day on which the TARGET system is open.  After the Redenomination
Date, "Payment Business Day" shall mean (A) a "Business Day" as defined
herein and (B) a day on which commercial banks are open for general business
(including dealings in foreign exchange and foreign currency deposits) in the
relevant place of presentation.

(f)If definitive Notes have been issued, after the Redenomination Date, the
amount of interest due in respect of Notes will be calculated by reference to
the aggregate nominal amount of Notes presented (or, as the case may be, in


                                     30


<PAGE>


respect of which Receipts or Coupons are presented) for payment by the
relevant holder and the amount of such payment shall be rounded down to the
nearest euro 0.01.  If the Notes are in global form, after the Redenomination
Date, the amount of interest due in respect of Notes represented by the
Global Note will be calculated by reference to the aggregate nominal amount
of such Notes and the amount of such payment shall be rounded down to the
nearest euro 0.01.

(g)The applicable Pricing Supplement will specify any relevant changes to the
provisions relating to interest, including without limitation, any change to
the applicable Day Count Fraction and Business Day Convention.

(2)Exchange
Where exchange ("Exchange") is specified in the applicable Pricing Supplement
as being applicable, and unless otherwise specified in the applicable Pricing
Supplement, the Company may, without the consent of any Noteholder,
Receiptholder or Couponholder, on giving prior notice to Euroclear,
Clearstream and the Agent and at least 30 days' prior notice to the
Noteholders as provided in Condition 16, elect that, with effect from the
Redenomination Date specified in the notice, the Notes shall be exchangeable
for Notes expressed to be denominated in euro in accordance with such
arrangements as the Company may decide, after consultation with the Agent,
and as may be specified in the notice, including arrangements under which
Receipts and Coupons (which expression shall for this purpose include Coupons
to be issued on an exchange of matured Talons) unmatured at the date so
specified become void.

(3)Amendments and Modifications
The applicable Pricing Supplement in relation to any Notes may specify other
Terms and Conditions which shall, to the extent so specified or to the extent
inconsistent with the provisions herein, replace or modify the provisions for
the purpose of such Notes.  In addition, the Company and the Agent may make
any changes, without the consent of, but with notification to (in accordance
with Condition 16 and Condition 17), any Noteholder, Receiptholder or
Couponholder, to this Agreement necessary to implement the provisions of
Condition 17.

Notwithstanding anything to the contrary contained in Condition 17, if the
Company determines, after consultation with the Agent, that the then market
practice in respect of the redenomination into Euro of internationally
offered securities or Euro-denominated internationally offered securities is
different from that specified in Condition 17, the Company may (but shall not
be required to) amend the provisions of Condition 17 and any other provision
of the Conditions, as applicable, so as to comply with such market practice,
and the Company shall promptly notify Noteholders, the stock exchange (if
any) on which the Notes may be listed, the Paying Agents and the Agent of
such deemed amendments.  Such changes will not take effect until after they


                                       31

<PAGE>


have been notified to Noteholders in accordance with Condition 16 and
Condition 17.

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

32.Governing Law  TC
This Agreement is governed by, and shall be construed in accordance with, the
laws of the State of New York, United States of America, applicable to
agreements made and to be performed wholly within such jurisdiction.

33.Counterparts  TC
This Agreement may be executed in one or more counterparts all of which shall
constitute one and the same agreement.



                                         32


<PAGE>



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
The Company
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Telephone:(310) 468-4001
Telefax:(310) 468-6194

Attention:Vice President, Treasury


By:
George E. Borst
President and Chief Executive Officer



                                            33

<PAGE>



The Agent

The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
Telephone:01202 347430
Fax:  01202 347438
Telex:  8954681 CMB G
Attention:  Manager, Capital Market Fiduciary Services, Operations

By:


The Other Paying Agent
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
Telephone:  00 352 4626 85236
Fax:  00 352 4626 85380
Telex:  1233 CHASE LU
Attention:  Manager, Capital Market Fiduciary Services, Operations


By:



                                       34

<PAGE>

APPENDIX A

TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions (the "Terms and Conditions" or the
"Conditions") of the Notes issued on or after the date of this Offering
Circular which (subject to completion and amendment and to the extent
applicable) will be attached to or incorporated by reference into each global
Note and which will be incorporated by reference or endorsed upon each
definitive Note. The applicable Pricing Supplement in relation to any Notes may
specify other terms and conditions which shall, to the extent so specified or
to the extent inconsistent with the following Terms and Conditions, replace or
modify the following Terms and Conditions for the purpose of such Notes. The
applicable Pricing Supplement will be endorsed upon, or attached to, each
temporary global Note, permanent global Note and definitive Note. Reference
should be made to "Form of the Notes" in the Offering Circular dated October 4,
2000 (the "Offering Circular") for the form of Pricing Supplement which will
include the definitions of certain terms used in the following Terms and
Conditions.

This Note is one of a Series (as defined below) of Notes (the "Notes," which
expression shall mean (i) in relation to any Notes represented by a global
Note, units of the lowest Specified Denomination in the Specified Currency of
the relevant Notes, (ii) definitive Notes issued in exchange (or partial
exchange) for a temporary or permanent global Note, and (iii) any global Note)
issued subject to, and with the benefit of, a Third Amended and Restated Agency
Agreement dated as of October 4, 2000, as amended (the "Agency Agreement"), and
made between Toyota Motor Credit Corporation ("TMCC", which reference does not
include the subsidiaries of TMCC) and The Chase Manhattan Bank, London Office,
as issuing agent and (unless specified otherwise in the applicable Pricing
Supplement) principal paying agent and (unless specified otherwise in the
applicable Pricing Supplement) as calculation agent (the "Agent", which
expression shall include any successor agent or any other Calculation Agent
specified in the applicable Pricing Supplement) and the other paying agents
named therein (together with the Agent, the "Paying Agents", which expression
shall include any additional or successor paying agents).  The Notes, Receipts
and Coupons also have the benefits of certain Credit Support Agreements
governed by Japanese law, one between Toyota Motor Corporation ("TMC") and
Toyota Financial Services Corporation ("TFS") dated July 14, 2000 and the other
between TFS and TMCC, dated October 1, 2000.

Interest-bearing definitive Notes will (unless otherwise indicated in the
applicable Pricing Supplement) have interest coupons ("Coupons") and, if
indicated in the applicable Pricing Supplement, talons for further Coupons
("Talons") attached on issue. Any reference herein to Coupons or coupons shall,
unless the context otherwise requires, be deemed to include a reference to
Talons or talons. Definitive Notes repayable in installments will have receipts
("Receipts") for the payment of the installments of principal (other than the
final installment) attached on issue.

As used herein, "Series" means all Notes which are denominated in the same
currency and which have the same Maturity Date, Interest Basis,
Redemption/Payment Basis and Interest Payment Dates (if any) (all as indicated
in the applicable Pricing Supplement) and the terms of which (except for the
Issue Date or the Interest Commencement Date (as the case may be) and/or the
Issue Price (as indicated as aforesaid)) are otherwise identical (including

                              Appendix A-1
<PAGE>
whether or not the Notes are listed) and the expressions "Notes of the relevant
Series" and "holders of Notes of the relevant Series" and related expressions
shall be construed accordingly. As used herein, "Tranche" means all Notes of
the same Series with the same Issue Date and Interest Commencement Date (if
applicable).

The Pricing Supplement applicable to any particular Note or Notes is attached
hereto or endorsed hereon and supplements these Terms and Conditions and may
specify other terms and conditions which shall, to the extent so specified or
to the extent inconsistent with these Terms and Conditions, replace or modify
these Terms and Conditions for the purposes of such Note or Notes. References
herein to the "applicable Pricing Supplement" shall mean the Pricing Supplement
attached hereto or endorsed hereon.

Copies of the Agency Agreement (which contains the form of Pricing Supplement),
the Offering Circular and the Pricing Supplement applicable to any particular
Note or Notes (if listed) are available for inspection at the specified offices
of the Agent and each of the other Paying Agents. The holders of the Notes (the
"Noteholders"), which expression shall, in relation to any Notes represented by
a global Note, be construed as provided in Condition 1, the holders of the
Coupons (the "Couponholders") and the holders of Receipts (the
"Receiptholders") are deemed to have notice of the Agency Agreement, the
applicable Pricing Supplement and the Offering Circular, and are entitled to
the benefit of all the provisions of the Agency Agreement and the applicable
Pricing Supplement, which are binding on them.

A temporary or permanent global Note will be exchangeable in whole, but not in
part, for security printed definitive Notes with, where applicable, Receipts,
Coupons and Talons attached not earlier than the date (the "Exchange Date")
which is 40 days after completion of the distribution of the relevant Tranche,
provided that certification of non-U.S. beneficial ownership has been received:
(i) at the option of TMCC; (ii) unless stated otherwise in the applicable
Pricing Supplement, at the option of holders of an interest in the temporary or
permanent global Note upon such notice as is specified in the applicable
Pricing Supplement from Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System ("Euroclear") or Clearstream
Banking, societe anonyme, ("Clearstream, Luxembourg") (as the case may be)
acting on instructions of the holders of interest in the temporary or permanent
global Note and/or subject to the payment of costs in connection with the
printing and distribution of the definitive Notes, if specified in the
applicable Pricing Supplement; (iii) if, after the occurrence of an Event of
Default, holders representing at least a majority of the outstanding principal
amount of the Notes of a Series, acting together as a single class, advise the
Agent through Euroclear and Clearstream, Luxembourg that they wish to receive
definitive Notes; or (iv) Euroclear, Clearstream, Luxembourg and any other
relevant clearance system for the temporary or permanent global Note are all no
longer willing or able to discharge properly their responsibilities with
respect to such Notes and the Agent and TMCC are unable to locate a qualified
successor.

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

                                     Appendix A-2
<PAGE>

1.  Form, Denomination and Title

The Notes in this Series are in bearer form and, in the case of definitive
Notes, serially numbered in the Specified Currency (or Currencies in the case
of Dual Currency Notes) and in the Specified Denomination(s) specified in the
applicable Pricing Supplement.

This Note may be a Note bearing interest on a fixed rate basis ("Fixed Rate
Note"), a Note bearing interest on a floating rate basis ("Floating Rate
Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"), a
Note with respect to which interest is calculated by reference to an index
and/or a formula ("Index Linked Interest Note) or any combination of the
foregoing, depending upon the Interest Basis specified in the applicable
Pricing Supplement. This Note may be a Note with respect to which principal is
calculated by reference to an index and/or a formula ("Index Linked Redemption
Note"), a Note redeemable in installments ("Installment Note"), a Note with
respect to which principal and/or interest is payable in one or more Specified
Currencies other than the Specified Currency in which it is denominated ("Dual
Currency Note"), a Note which is issued on a partly paid basis ("Partly Paid
Note") or a combination of any of the foregoing, depending on the
Redemption/Payment Basis shown in the applicable Pricing Supplement. (Where
appropriate in the context, "Index Linked Interest Notes" and "Index Linked
Redemption Notes" are referred to collectively as "Index Linked Notes".) The
appropriate provisions of these Terms and Conditions will apply accordingly.

Notes in definitive form are issued with Coupons attached, unless they are Zero
Coupon Notes in which case references to interest (other than interest due
after the Maturity Date), Coupons and Couponholders in these Terms and
Conditions are not applicable. Wherever Dual Currency Notes or Index Linked
Notes are issued to bear interest on a fixed or floating rate basis or on a
non-interest bearing basis, the provisions in these Terms and Conditions
relating to Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes,
respectively, shall, where the context so admits, apply to such Dual Currency
Notes or Index Linked Notes.

Except as set out below, title to the Notes, Receipts and Coupons will pass by
delivery. The holder of each Coupon or Receipt, whether or not such Coupon or
Receipt is attached to a Note, in his capacity as such, shall be subject to and
bound by all the provisions contained in the relevant Note. TMCC and any Paying
Agent may deem and treat the bearer of any Note, Receipt or Coupon as the
absolute owner thereof (whether or not overdue and notwithstanding any notice
to the contrary, including any notice of ownership or writing thereon or notice
of any previous loss or theft thereof) for all purposes but, in the case of any
global Note, without prejudice to the provisions set out in the next succeeding
paragraph.

For so long as any of the Notes are represented by a global Note, each person
who is for the time being shown in the records of Euroclear or of Clearstream,
Luxembourg as the holder of a particular principal amount of Notes other than a
clearing agency (including Clearstream, Luxembourg and Euroclear) that is
itself an account holder of Clearstream, Luxembourg or Euroclear (in which
regard any certificate or other document issued by Euroclear or Clearstream,
Luxembourg as to the nominal amount of such Notes standing to the account of
any person shall be conclusive and binding for all purposes except in the case
of manifest error) shall be treated by TMCC, the Agent and any other Paying

                               Appendix A-3
<PAGE>

Agent as the holder of such nominal amount of such Notes for all purposes other
than with respect to the payment of principal (including premium (if any)) or
interest on the Notes, the right to which shall be vested, as against TMCC, the
Agent and any other Paying Agent solely in the bearer of the relevant global
Note in accordance with and subject to its terms (and the expressions
"Noteholder" and "holder of Notes" and related expressions shall be construed
accordingly). Notes which are represented by a global Note will be transferable
only in accordance with the rules and procedures for the time being of
Euroclear or of Clearstream, Luxembourg, as the case may be.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include a reference to any
additional or alternative clearance system approved by TMCC and the Agent.

If the Specified Currency of this Note is a currency of one of the member
states participating in European  economic and monetary union, and if specified
in the applicable Pricing Supplement, this Note shall permit Redenomination,
Exchange and Consolidation (as defined, and in the manner set forth, in
Condition 17 below or in such other manner as set forth in the applicable
Pricing Supplement) at the option of TMCC.

2.  Status of the Notes and the Credit Support Agreements

The Notes will be unsecured general obligations of TMCC and will rank pari
passu with all other unsecured and unsubordinated indebtedness for borrowed
money of TMCC from time to time outstanding. The Notes are not guaranteed by
any affiliate of TMCC. Holders of the Notes, Receipts and Coupons have the
benefits of the Credit Support Agreements governed by Japanese law, one between
TMC and TFS dated July 14, 2000 and the other between TFS and TMCC dated
October 1, 2000.

3.  Further Issues

If indicated in the applicable Pricing Supplement, TMCC may from time to time,
without the consent of the holders of Notes, Receipts or Coupons of a Series,
create and issue further Notes of the same Series having the same terms and
conditions as the Notes (or the same terms and conditions save for the first
payment of interest thereon and the Issue Date thereof) so that the same shall
be consolidated and form a single Series with the outstanding Notes and
references in the Conditions to "Notes" shall be construed accordingly.

4.  Interest

 (a) Interest on Fixed Rate Notes and Business Day Convention for Notes other
than Floating Rate Notes and Index Linked Interest Notes

Each Fixed Rate Note bears interest on its outstanding nominal amount (or if it
is a Partly Paid Note, the amount paid up) from (and including) the Interest
Commencement Date which is specified in the applicable Pricing Supplement (or
the Issue Date, if no Interest Commencement Date is separately specified) to
but excluding the Maturity Date specified in the applicable Pricing Supplement


                                 Appendix A-4

<PAGE>

at the rate(s) per annum equal to the Fixed Rate(s) of Interest specified in
the applicable Pricing Supplement payable in arrears on the Interest Payment
Date(s) in each year and on the Maturity Date so specified if it does not fall
on a Interest Payment Date. Except as provided in the applicable Pricing
Supplement, the amount of interest payable on each Interest Payment Date in
respect of the Fixed Interest Period ending on such date will amount to the
Fixed Coupon Amount as specified in the applicable Pricing Supplement. Payments
of interest on any Interest Payment Date will, if so specified in the
applicable Pricing Supplement, amount to the Broken Amount(s) so specified. As
used in these Conditions, "Fixed Interest Period" means the period from (and
including) an Interest Payment Date (or the Interest Commencement Date or Issue
Date, as applicable) to (but excluding) the next (or first) Interest Payment
Date or Maturity Date.

Unless specified otherwise in the applicable Pricing Supplement, the "Following
Business Day Convention" will apply to the payment of all Notes other than
Floating Rate Notes or Indexed Linked Interest Notes, meaning that if the
Interest Payment Date or Maturity Date would otherwise fall on a day which is
not a Business Day (as defined in Condition 4(b)(i) below), the related payment
of principal or interest will be made on the next succeeding Business Day as if
made on the date such payment was due. If the "Modified Following Business Day
Convention" is specified in the applicable Pricing Supplement for any Note
(other than a Floating Rate Note or an Index Linked Interest Note), it shall
mean that if the Interest Payment Date or Maturity Date would otherwise fall on
a day which is not a Business Day (as defined in Condition 4(b)(i) below), the
related payment of principal or interest will be made on the next succeeding
Business Day as if made on the date such payment was due unless it would
thereby fall into the next calendar month in which event the full amount of
payment shall be made on the immediately preceding Business Day as if made on
the day such payment was due. Unless specified otherwise in the applicable
Pricing Supplement, the amount of interest due shall not be changed if payment
is made on a day other than an Interest Payment Date or the Maturity Date as a
result of the application of a Business Day Convention specified above or other
Business Day Convention specified in the applicable Pricing Supplement.

If interest is required to be calculated for a period ending other than on an
Interest Payment Date (which for this purpose shall not include a period where
a payment is made on a day other than an Interest Payment Date or the Maturity
Date as a result of the application of a Business Day Convention as provided in
the immediately preceding paragraph, unless specified otherwise in the
applicable Pricing Supplement), such interest shall be calculated by applying
the Fixed Rate of Interest to each Specified Denomination, multiplying such sum
by the applicable Fixed Day Count Fraction or other Day Count Fraction
specified in the Pricing Supplement, and rounding the resultant figure to the
nearest sub-unit of the relevant Specified Currency, half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable market
convention.

In these Conditions, "Fixed Day Count Fraction" means:

1)if "Actual/Actual (ISMA)" is specified in the applicable Pricing Supplement,
the number of days in the relevant period from and including the most recent
Interest Payment Date (or, if none, the Interest Commencement Date) to but
excluding the relevant payment date divided by (x) in the case of Notes where

                                   Appendix A-5
<PAGE>

interest is scheduled to be paid only by means of regular annual payments, the
number of days in the period from and including the most recent Interest
Payment Date (or, if none, the Interest Commencement Date or Issue Date, as
applicable) to but excluding the next scheduled Interest Payment Date or (y) in
the case of Notes where interest is scheduled to be paid other than only by
means of regular annual payments, the product of the number of days in the
period from and including the most recent Interest Payment Date (or, if none,
the Interest Commencement Date or Issue Date, as applicable) to but excluding
the next scheduled Interest Payment Date and the number of Interest Payment
Dates that would occur in one calendar year assuming interest was to be payable
in respect of the whole of that year;

(2)if "Actual/Actual (ISDA)" is specified in the applicable Pricing Supplement,
the actual number of days in the relevant period from and including the most
recent Interest Payment Date (or, if none, the Interest Commencement Date or
Issue Date, as applicable) to but excluding the next scheduled Interest Payment
Date divided by 365 (or, if any portion of that period falls in a leap year,
the sum of (x) the actual number of days in that portion of the period falling
in a leap year divided by 366; and (y) the actual number of days in that
portion of the period falling in a non-leap year divided by 365); and

(3)if "30/360" is specified in the applicable Pricing Supplement, the number of
days in the period from and including the most recent Interest Payment Date
(or, if none, the Interest Commencement Date or Issue Date, as applicable) to
but excluding the next scheduled Interest Payment Date (such number of days
being calculated on the basis of 12 30-day months) divided by 360 and, in the
case of an incomplete month, the number of days elapsed; and

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

(b)  Interest on Floating Rate Notes and Index Linked Interest Notes

 (i)  Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest on its
outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid
up) from (and including) the Interest Commencement Date specified in the
applicable Pricing Supplement (or the Issue Date, if no Interest Commencement
Date is separately specified) and, unless specified otherwise in the applicable
Pricing Supplement, such interest will be payable in arrears on the Maturity
Date and on either:

(A)the Specified Interest Payment Date(s) (each, together with the Maturity
Date, an "Interest Payment Date") in each year specified in the applicable
Pricing Supplement; or

(B)if no Specified Interest Payment Date(s) is/are specified in the applicable
Pricing Supplement, each date (each, together with the Maturity Date, an


                               Appendix A-6


<PAGE>


"Interest Payment Date") which falls the number of months or other period
specified as the Specified Period in the applicable Pricing Supplement after
the preceding Interest Payment Date or, in the case of the first Interest
Payment Date, after the Interest Commencement Date or Issue Date, as
applicable.

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

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

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

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

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

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

If the accrual periods for calculating the amount of interest due on any
Interest Payment Date are not to be changed even though an Interest Payment
Date is changed because the originally scheduled Interest Payment Date falls on
a day which is not a Business Day (as defined below), this will be specified in
the Pricing Supplement by the notation "no adjustment for period end dates."

In these Conditions, "Business Day" means (unless otherwise stated in the
applicable Pricing Supplement) a day which is both:


                                  Appendix A-7


<PAGE>

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

(B)either (1) in relation to Notes denominated in a Specified Currency other
than euro, a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in the principal financial center of
the country of the relevant Specified Currency (if other than London and any
other Applicable Business Center specified in the applicable Pricing
Supplement), or (2) in relation to Notes denominated in euro, a day on which
the Trans- European Automated Real-Time Gross Settlement Express Transfer
System (the "TARGET system") is open. Unless otherwise provided in the
applicable Pricing Supplement, the principal financial center of any country
for the purpose of these Terms and Conditions shall be as provided in the 1991
ISDA Definitions, as supplemented by the 1998 Supplement and the 1998 ISDA Euro
Definitions (each as published by the International Swaps and Derivatives
Association, Inc.), as amended and updated as of the first Issue Date of the
Notes of this Series (the "ISDA Definitions") (except in the case of New
Zealand and Australia, where the principal financial center will be as
specified in the Pricing Supplement).

 (ii)  Rate of Interest

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

 (iii)  ISDA Determination

(A)Where ISDA Determination is specified in the applicable Pricing Supplement
as the manner in which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Period will be the relevant ISDA Rate plus or minus
(as indicated in the applicable Pricing Supplement) the Margin (if any) as
determined by the Agent (or such other Calculation Agent specified in the
applicable Pricing Supplement). For the purposes of this sub-paragraph (A),
"ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that
would be determined under an interest rate swap transaction for that swap
transaction governed by an agreement (regardless of any event of default or
termination event thereunder) in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border)(the "ISDA Agreement")(copyright 1992) and
evidenced by a Confirmation (as defined in the ISDA Agreement) incorporating
the ISDA Definitions with the holder of the relevant Note and under which:

(1)the manner in which the Rate of Interest is to be determined is the
"Floating Rate Option" as specified in the applicable Pricing Supplement;


                                  Appendix A-8

<PAGE>

(2)TMCC is the "Floating Rate Payer";

(3)the Agent or other person specified in the applicable Pricing Supplement is
the "Calculation Agent";

(4)the Interest Commencement Date is the "Effective Date";

(5)the aggregate principal amount of the Series is the "Notional Amount";

(6)the relevant Interest Period is the "Designated Maturity" as specified in
the applicable Pricing Supplement;

(7)the Interest Payment Dates are the "Floating Rate Payer Payment Dates";

(8)the Margin is the "Spread";

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

(10)all other terms are as specified in the applicable Pricing Supplement.

(B)When Condition 4(b)(iii)(A) applies, with respect to each relevant Interest
Payment Date:

(1)the amount of interest determined for such Interest Payment Date shall be
the Interest Amount for the relevant Interest Period for the purposes of these
Terms and Conditions as though calculated under Condition 4(b)(vi) below; and

(2)(i) "Floating Rate", "Floating Rate Option", "Floating Rate Payer",
"Effective Date", "Notional Amount", "Floating Rate Payer Payment Dates",
"Spread", "Calculation Agent", "Designated Maturity" and "Reset Date" have the
meanings given to those terms in the ISDA Definitions, (ii) the definition of
"Banking Day" in the ISDA Definitions shall be amended to insert after the
words "are open for" in the second line the word "general" and
(iii) "Euro-zone" means the region comprised of Member States of the European
Union that adopt the single currency in accordance with the Treaty establishing
the European Communities, as amended by the Treaty on European Union (the
"Treaty").


                                  Appendix A-9

<PAGE>

 (iv)  Screen Determination

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

(x)the offered quotation; or

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

(expressed as a percentage rate per annum), for the Reference Rate (as
specified in the applicable Pricing Supplement) which appears or appear, as the
case may be, on the Relevant Screen Page (as set forth in the applicable
Pricing Supplement) as at 11:00 a.m. (London time, in the case of LIBOR, or
Brussels time, in the case of EURIBOR) on the Interest Determination Date (as
defined below) in question plus or minus (as specified in the applicable
Pricing Supplement) the Margin (if any), all as determined by the Agent (or
such other Calculation Agent specified in the applicable Pricing Supplement).
Unless specified otherwise in the applicable Pricing Supplement, if five or
more of such offered quotations are available on the Relevant Screen Page, the
highest (or, if there is more than one such highest quotation, one only of such
quotations) and the lowest (or, if there is more than one such lowest
quotation, one only of such quotations) shall be disregarded by the Agent for
the purpose of determining the arithmetic mean (rounded as provided above) of
such offered quotations.  In addition:

(A)if, in the case of (x) above, no such rate appears or, in the case of (y)
above, fewer than two of such offered rates appear at such time or if the
offered rate or rates which appears or appear, as the case may be, as at such
time do not apply to a period of a duration equal to the relevant Interest
Period, the Rate of Interest for such Interest Period shall, subject as
provided below and except as otherwise indicated in the applicable Pricing
Supplement, be the arithmetic mean (rounded, if necessary, to the fifth decimal
place with 0.000005 being rounded upwards) of the offered quotations (expressed
as a percentage rate per annum), of which the Agent (or such other Calculation
Agent specified in the applicable Pricing Supplement) is advised by all
Reference Banks (as defined below) as at 11:00 a.m. (London time) on the
Interest Determination Date plus or minus (as specified in the applicable
Pricing Supplement) the Margin (if any), all as determined by the Agent (or
such other Calculation Agent specified in the applicable Pricing Supplement);

(B)except as otherwise indicated in the applicable Pricing Supplement, if on
any Interest Determination Date to which Condition 4(b)(iv)(A) applies two or
three only of the Reference Banks advise the Agent (or such other Calculation
Agent specified in the applicable Pricing Supplement) of such offered
quotations, the Rate of Interest for the next Interest Period shall, subject as
provided below, be determined as in Condition 4(b)(iv)(A) on the basis of the
rates of those Reference Banks advising such offered quotations;


                                     Appendix A-10


<PAGE>


(C)except as otherwise indicated in the applicable Pricing Supplement, if on
any Interest Determination Date to which Condition 4(b)(iv)(A) applies one only
or none of the Reference Banks advises the Agent (or such other Calculation
Agent specified in the applicable Pricing Supplement) of such rates, the Rate
of Interest for the next Interest Period shall, subject as provided below and
except as otherwise indicated in the applicable Pricing Supplement, be
whichever is the higher of:

(1)the Rate of Interest in effect for the last preceding Interest Period to
which Condition 4(b)(iv)(A) shall have applied (plus or minus (as specified in
the applicable Pricing Supplement), where a different Margin is to be applied
to the next Interest Period than that which applied to the last preceding
Interest Period, the Margin relating to the next Interest Period in place of
the Margin relating to the last preceding Interest Period); or

(2)the reserve interest rate (the "Reserve Interest Rate") which shall be the
rate per annum which the Agent (or such other Calculation Agent specified in
the applicable Pricing Supplement) determines to be either (x) the arithmetic
mean (rounded, if necessary, to the fifth decimal place with 0.000005 being
rounded upwards) of the lending rates for the Specified Currency which banks
selected by the Agent (or such other Calculation Agent specified in the
applicable Pricing Supplement) in the principal financial center of the country
of the Specified Currency (which, if Australian dollars, shall be Sydney, if
New Zealand dollars, shall be Auckland and if euro, shall be London, unless
specified otherwise in the applicable Pricing Supplement) are quoting on the
relevant Interest Determination Date for the next Interest Period to the
Reference Banks or those of them (being at least two in number) to which such
quotations are, in the opinion of the Agent (or such other Calculation Agent
specified in the applicable Pricing Supplement), being so made plus or minus
(as specified in the applicable Pricing Supplement) the Margin (if any), or (y)
in the event that the Agent (or such other Calculation Agent specified in the
applicable Pricing Supplement) can determine no such arithmetic mean, the
lowest lending rate for the Specified Currency which banks selected by the
Agent (or such other Calculation Agent specified in the applicable Pricing
Supplement) in the principal financial center of the country of the Specified
Currency (which, if Australian dollars, shall be Sydney, if New Zealand
dollars, shall be Auckland and if euro, shall be London, unless specified
otherwise in the applicable Pricing Supplement) are quoting on such Interest
Determination Date to leading European banks for the next Interest Period plus
or minus (as specified in the applicable Pricing Supplement) the Margin (if
any), provided that if the banks selected as aforesaid by the Agent (or such
other Calculation Agent specified in the applicable Pricing Supplement) are not
quoting as mentioned above, the Rate of Interest shall be the Rate of Interest
specified in (1) above;


                                 Appendix A-11

<PAGE>


(D)the expression "Reference Screen Page" means such page, whatever its
designation, on which the Reference Rate that is for the time being displayed
on the Reuters Monitor Money Rates Service or Dow Jones Markets Limited or
other such service, as specified in the applicable Pricing Supplement;

(E)unless otherwise specified in the applicable Pricing Supplement, the
Reference Banks will be the principal London offices of The Chase Manhattan
Bank, National Westminster Bank PLC, UBS AG and The Bank of Tokyo-Mitsubishi
International PLC. TMCC shall procure that, so long as any Floating Rate Note
or Index Linked Interest Note to which Condition 4(b)(iv)(A) is applicable
remains outstanding, in the case of any bank being unable or unwilling to
continue to act as a Reference Bank, TMCC shall specify the London office of
some other leading bank engaged in the eurodollar market to act as such in its
place;

(F)the expression "Interest Determination Date" means, unless otherwise
specified in the applicable Pricing Supplement, (x) other than in the case of
Condition 4(b)(iv)(A), with respect to Notes denominated in any Specified
Currency other than Sterling or euro, the second Banking Day in London prior to
the commencement of the relevant Interest Period and, in the case of Condition
4(b)(iv)(A), the second Banking Day in the principal financial center of the
country of the Specified Currency (which, if Australian dollars, shall be
Sydney, if New Zealand dollars, shall be Auckland and if euro, shall be London)
prior to the commencement of the relevant Interest Period; (y) with respect to
Notes denominated in Sterling, the first Banking Day in London of the relevant
Interest Period; and (z) with respect to Notes denominated in euro, the second
day on which the TARGET system is open prior to the commencement of the
relevant Interest Period.

(G)the expression "Banking Day" means, in respect of any place, any day on
which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in that place or, as the case
may be, as indicated in the applicable Pricing Supplement; and

(H)if the Reference Rate from time to time in respect of Floating Rate Notes or
Index Linked Interest Notes is specified in the applicable Pricing Supplement
as being other than LIBOR or EURIBOR, any additional provisions relevant in
determining the Rate of Interest in respect of such Notes will be set forth in
the applicable Pricing Supplement.

 (v)  Minimum and/or maximum Rate of Interest

If the applicable Pricing Supplement specifies a Minimum Rate of Interest for
any Interest Period, then in no event shall the Rate of Interest for such
Interest Period be less than such Minimum Rate of Interest. If the applicable
Pricing Supplement specifies a Maximum Rate of Interest for any Interest
Period, then in no event shall the Rate of Interest for such Interest Period be
greater than such Maximum Rate of Interest.


                                  Appendix A-12

<PAGE>


 (vi)  Determination of Rate of Interest and calculation of Interest Amount

The Agent (or, if the Agent is not the Calculation Agent, the Calculation Agent
specified in the applicable Pricing Supplement) will, at or as soon as
practicable after each time at which the Rate of Interest is to be determined,
determine the Rate of Interest (subject to any Minimum or Maximum Rate of
Interest specified in the applicable Pricing Supplement) and calculate the
amount of interest (the "Interest Amount") payable on the Floating Rate Notes
or Index Linked Interest Notes in respect of each Specified Denomination for
the relevant Interest Period. Each Interest Amount shall be calculated by
applying the Rate of Interest to each Specified Denomination, multiplying such
product by the applicable Day Count Fraction, as specified in the applicable
Pricing Supplement, and rounding the resultant figure to the nearest sub-unit
of the relevant Specified Currency, half of any sub-unit being rounded upwards
or otherwise in accordance with applicable market convention or as specified in
the applicable Pricing Supplement.

"Day Count Fraction" means, in respect of the calculation of an amount of
interest for any Interest Period:

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

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

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

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

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


                             Appendix A-13


<PAGE>

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

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

 (vii)   Notification of Rate of Interest and Interest Amount

The Agent will notify or cause to be notified TMCC and any stock exchange on
which the relevant Floating Rate Notes or Index Linked Interest Notes are
listed of the Rate of Interest and each Interest Amount for each Interest
Period and the relevant Interest Payment Date and will cause the same to be
published in accordance with Condition 16 as soon as possible after their
determination but in no event later than the fourth London Business Day after
their determination. Each Interest Amount and Interest Payment Date so notified
may subsequently be amended (or appropriate alternative arrangements made by
way of adjustment) without publication as aforesaid or prior notice in the
event of an extension or shortening of the Interest Period in accordance with
the provisions hereof. Each stock exchange on which the relevant Floating Rate
Notes or Index Linked Interest Notes are for the time being listed will be
promptly notified of any such amendment. For the purposes of this subparagraph
(vii), the expression "London Business Day" means a day (other than a Saturday
or a Sunday) on which banks and foreign exchange markets are open for general
business in London.

 (viii)   Certificates to be final

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

 (ix)  Limitations on Interest

In addition to any Maximum Rate of Interest which may be applicable to any
Floating Rate Note or Index Linked Interest Notes pursuant to Condition
4(b)(v) above, the interest rate on Floating Rate Notes or Index Linked
Interest Notes 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.


                                    Appendix A-14


<PAGE>


(c)  Index Linked Notes and Dual Currency Notes

In the case of Index Linked Notes or Dual Currency Notes, if the Rate of
Interest or Interest Amount cannot be determined by reference to an index
and/or a formula or, as the case may be, an exchange rate, such Rate of
Interest or Interest Amount payable shall be determined in the manner specified
in the applicable Pricing Supplement.

(d)  Zero Coupon Notes

When a Zero Coupon Note becomes due and repayable prior to the Maturity Date
and is not paid when due, the amount due and repayable shall be the Amortized
Face Amount of such Note as determined in accordance with Condition 5(f)(iii).
As from the Maturity Date, any overdue principal of such Note shall bear
interest at a rate per annum equal to the Accrual Yield set forth in the
applicable Pricing Supplement.

(e)  Partly Paid Notes

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

(f)  Accrual of Interest

Each Note (or in the case of the redemption in part only of a Note, such part
to be redeemed) will cease to bear interest (if any) from the due date for its
redemption unless, upon due presentation thereof, payment of principal is
improperly withheld or refused. In such event, interest will continue to accrue
(as well after as before judgment) until whichever is the earlier of (i) the
day on which all sums due in respect of such Note up to that day are received
by or on behalf of the holder of such Note; and (ii) the day on which the Agent
has notified the holder thereof (either in accordance with Condition 16 or
individually) of receipt of all sums due in respect thereof up to that date.

5.  Redemption and Purchase

(a)  At Maturity

    Unless otherwise indicated in the applicable Pricing Supplement and unless
previously redeemed or purchased and cancelled as specified below, Notes will
be redeemed by TMCC at their Final Redemption Amount specified in, or
determined in the manner specified in, the applicable Pricing Supplement in the
relevant Specified Currency on the Maturity Date specified in the applicable
Pricing Supplement.

(b)  Redemption for Tax Reasons

TMCC may redeem the Notes of this Series as a whole but not in part at any time
at their Early Redemption Amount, together, if appropriate, with accrued
interest to but excluding the date fixed for redemption, if TMCC shall
determine that as a result of any change in or amendment to the laws (or any


                               Appendix A-15


<PAGE>

regulations or rulings promulgated thereunder) of the United States of America
or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in application or official interpretation of
such laws, regulations or rulings, which amendment or change is effective on or
after the latest Issue Date of the Notes of this Series, TMCC would be required
to pay Additional Amounts, as provided in Condition 9, on the occasion of the
next payment due in respect of the Notes of this Series.

The Notes of this Series are also subject to redemption as a whole but not in
part in the other circumstances described in Condition 9.

Notice of intention to redeem Notes will be given at least once in accordance
with Condition 16 not less than 30 days nor more than 60 days prior to the date
fixed for redemption, provided that no such notice of redemption shall be given
earlier than 90 days prior to the effective date of such change or amendment
and that at the time notice of such redemption is given, such obligation to pay
such Additional Amounts remains in effect. From and after any redemption date,
if monies for the redemption of Notes shall have been made available for
redemption on such redemption date, such Notes shall cease to bear interest, if
applicable, and the only right of the holders of such Notes and any Receipts or
Coupons appertaining thereto shall be to receive payment of the Early
Redemption Amount and, if appropriate, all unpaid interest accrued to such
redemption date.

(c)  Pricing Supplement

The Pricing Supplement applicable to the Notes of this Series shall indicate
either:

(i)that the Notes of this Series cannot be redeemed prior to their Maturity
Date (except as otherwise provided in paragraph (b) above and in Condition 13);
or

(ii)that such Notes will be redeemable at the option of TMCC and/or the holders
of the Notes prior to such Maturity Date in accordance with the provisions of
paragraphs (d) and/or (e) below on the date or dates and at the amount or
amounts indicated in the applicable Pricing Supplement.

(d)  Redemption at the Option of TMCC

If so specified in the applicable Pricing Supplement, TMCC may, having given:

(i)not more than 60 nor less than 30 days notice to the holders of the Notes of
this Series in accordance with Condition 16, or such other notice as is
specified in the applicable Pricing Supplement; and

(ii)not less than 15 days before the date the notice referred to in (i) is
required to be given (or such other notice as is specified in the applicable
Pricing Supplement), notice to the Agent;

(which notice shall be irrevocable), repay all or some only of the Notes of
this Series then outstanding on the Optional Redemption Date(s) and at the


                             Appendix A-16


<PAGE>

Optional Redemption Amount(s) indicated in the applicable Pricing Supplement
together, if appropriate, with accrued interest. In the event of a redemption
of some only of such Notes of this Series, such redemption must be for an
amount being the Minimum Redemption Amount or a Higher Redemption Amount, as
indicated in the applicable Pricing Supplement. In the case of a partial
redemption of definitive Notes of this Series, the Notes of this Series to be
repaid will be selected individually by lot not more than 60 days prior to the
date fixed for redemption and a list of the Notes of this Series called for
redemption will be published in accordance with Condition 16 not less than 30
days prior to such date, or such other period as is specified in the applicable
Pricing Supplement. In the case of a partial redemption of Notes which are
represented by a global Note, the relevant Notes will be redeemed in accordance
with the rules of Euroclear and/or Clearstream, Luxembourg. Unless specified
otherwise in the applicable Pricing Supplement, if an Optional Redemption Date
would otherwise fall on a day which is not a Business Day (as defined in
Condition 4(b)(i)), it shall be subject to adjustment in accordance with the
Business Day Convention applicable to the Notes or such other Business Day
Convention specified in the applicable Pricing Supplement.

(e)  Redemption at the Option of the Noteholders

Unless otherwise specified in the applicable Pricing Supplement, the Notes will
not be subject to repayment at the option of the Noteholders. The term of any
such option shall be set forth in the applicable Pricing Supplement.

(f)  Early Redemption Amounts

For the purposes of paragraph (b) above and Condition 13, Notes will be
redeemed at an amount (the "Early Redemption Amount") calculated as follows:

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

(ii)in the case of Notes (other than Zero Coupon Notes) with a Final Redemption
Amount which is or may be greater or less than the Issue Price or which is
payable in a Specified Currency other than that in which the Notes are
denominated, at the amount set out in, or determined in the manner set out in,
the applicable Pricing Supplement or, if no such amount or manner is set out in
the applicable Pricing Supplement, at their nominal amount; or

(iii)in the case of Zero Coupon Notes, at an amount (the "Amortized Face
Amount") equal to:

(A)the sum of (x) the Reference Price specified in the applicable Pricing
Supplement and (y) the product of the Accrual Yield specified in the applicable
Pricing Supplement (compounded annually) being applied to the Reference Price
from (and including) the Issue Date of the first Tranche of the Notes to (but
excluding) the date fixed for redemption or (as the case may be) the date upon
which such Note becomes due and repayable; or


                                 Appendix A-17


<PAGE>


(B)if the amount payable in respect of any Zero Coupon Note upon redemption of
such Zero Coupon Note pursuant to paragraph (b) above or upon its becoming due
and repayable as provided in Condition 13 is not paid or available for payment
when due, the amount due and repayable in respect of such Zero Coupon Note
shall be the Amortized Face Amount of such Zero Coupon Note calculated as
provided above as though the references in sub-paragraph (A) to the date fixed
for redemption or the date upon which the Zero Coupon Note becomes due and
repayable were replaced by references to the date (the "Reference Date") which
is the earlier of:

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

(2)the date on which the full amount of the moneys repayable has been received
by the Agent and notice to that effect has been given in accordance with
Condition 16.

The calculation of the Amortized Face Amount in accordance with this
sub-paragraph (B) will continue to be made, after as well as before judgment,
until the Reference Date unless the Reference Date falls on or after the
Maturity Date, in which case the amount due and repayable shall be the nominal
amount of such Note together with interest at a rate per annum equal to the
Accrual Yield.

Unless specified otherwise in the applicable Pricing Supplement, where any such
calculation is to be made for a period which is not a whole number of years, it
shall be made (I) in the case of a Zero Coupon Note other than a Zero Coupon
Note payable in euro, on the basis of a 360-day year consisting of 12 months of
30 days each (or 365/366 days in the case of Notes denominated in Sterling)
and, in the case of an incomplete month, the number of days elapsed or (II) in
the case of a Zero Coupon Note payable in euro, on the basis of the actual
number of days elapsed divided by 365 (or, if any of the days elapsed falls in
a leap year, the sum of (x) the number of those days falling in a leap year
divided by 366 and (y) the number of those days falling in a non-leap year
divided by 365) or (in either case) on such other calculation basis as may be
specified in the applicable Pricing Supplement.

(g)  Installments

Any Note which is repayable in installments will be redeemed in the Installment
Amounts and on the Installment Dates specified in the applicable Pricing
Supplement.

(h)  Partly Paid Notes

If the Notes are Partly Paid Notes, they will be redeemed, whether at maturity,
early redemption or otherwise in accordance with the provisions of this
Condition 5 as amended or varied by the applicable Pricing Supplement.


                                  Appendix A-18


<PAGE>


(i)  Purchases

TMCC may at any time purchase or otherwise acquire Notes in the open market or
otherwise at any price. If purchases are made by tender, tenders must be
available to all holders of Notes of a Series alike.

(j)  Cancellation, Resale or Reissuance at the Option of TMCC

All Notes redeemed shall be, and all Notes purchased or otherwise acquired as
aforesaid (together, in the case of definitive Notes, with all unmatured
Coupons or Receipts attached thereto or purchased or acquired therewith) may,
at the option of TMCC, either be (i) resold or reissued, or held by TMCC for
subsequent resale or reissuance, or (ii) cancelled, in which event such Notes,
Receipts and Coupons may not be resold or reissued.

6.  Payments

(a)  Method of Payment

Subject as provided below, payments in a currency other than euro will be made
by transfer to an account in the Specified Currency (which, in the case of a
payment in Yen to a non-resident of Japan, shall be a non-resident account)
maintained by the payee with, or by a check in the Specified Currency drawn on,
a bank (which, in the case of a payment in Yen to a non-resident of Japan,
shall be an authorized foreign exchange bank) in the principal financial center
of the country of such Specified Currency (which, if Australian dollars, shall
be Sydney and if New Zealand dollars, shall be Auckland).

Payments in euro will be made by credit or transfer to a euro account (or any
other account to which euro may be credited or transferred) specified by the
payee or by euro check.

Notwithstanding the above provisions of this Condition 6(a), a check may not be
delivered to an address in, and an amount may not be transferred to an account
at a bank located in, the United States of America or its possessions by any
office or agency of TMCC, the Agent or any Paying Agent, except as provided in
Condition 6(b). Payments will be subject in all cases to any fiscal or other
laws and regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 9.

(b)  Presentation of Notes, Receipts, Coupons and Talons

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


                                    Appendix A-19

<PAGE>
In the case of definitive Notes, payments of principal with respect to
installments (if any), other than the final installment, will (subject as
provided below) be made in the manner provided in paragraph (a) against
presentation and surrender (or, in the case of part payment of a sum due only,
endorsement) of the relevant Receipt. Each Receipt must be presented for
payment of the relevant installment together with the relevant definitive Note
against which the amount will be payable with respect to that installment. If
any definitive Note is redeemed or becomes repayable prior to the stated
Maturity Date, principal will be payable in the manner provided in paragraph
(a) on presentation and surrender of such definitive Note together with all
unmatured Receipts appertaining thereto. Receipts presented without the
definitive Note to which they appertain and unmatured Receipts do not
constitute valid obligations of TMCC. Upon the date on which any definitive
Note becomes due and repayable, unmatured Receipts (if any) appertaining
thereto (whether or not attached) shall become void and no payment shall be
made in respect thereof.

Upon the date on which any Fixed Rate Notes in definitive form (other than Dual
Currency Notes or Index Linked Notes) become due and repayable, such Notes
should be presented for payment together with all unmatured Coupons
appertaining thereto (which expression shall for this purpose include Coupons
to be issued on exchange of matured Talons) failing which the amount of any
missing unmatured Coupon (or, in the case of payment not being made in full,
the same proportion of the aggregate amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from the sum due for
payment. Unless otherwise specified in the applicable Pricing Supplement, each
amount of principal so deducted will be paid in the manner mentioned above
against surrender of the related missing Coupon at any time before the expiry
of five years after the Relevant Date (as defined in Condition 15) in respect
of such principal (whether or not such Coupon would otherwise have become void
under Condition 15). Upon any Fixed Rate Note becoming due and repayable prior
to its Maturity Date, all unmatured Talons (if any) appertaining thereto will
become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note or Index
Linked Note in definitive form becomes due and repayable, all unmatured Coupons
and Talons (if any) relating thereto (whether or not attached) shall become
void and no payment or, as the case may be, exchange for further Coupons, shall
be made in respect thereof.

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

Payments of principal and interest (if any) in respect of Notes of this Series
represented by any global Note will (subject as provided below) be made in the
manner specified above and otherwise in the manner specified in the relevant
global Note against presentation or surrender, as the case may be, of such
global Note at the specified office of any Paying Agent located outside the
United States except as provided below. A record of each payment made against
presentation or surrender of such global Note, distinguishing between any
payment of principal and any payment of interest, will be made on such global
Note by the Agent and such record shall be prima facie evidence that the
payment in question has been made.

                                    Appendix A-20
<PAGE>


The holder of the relevant global Note shall be the only person entitled to
receive payments in respect of Notes represented by such global Note and TMCC
will be discharged by payment to, or to the order of, the holder of such global
Note with respect to each amount so paid. Each of the persons shown in the
records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a
particular nominal amount of Notes must look solely to Euroclear and/or
Clearstream, Luxembourg, as the case may be, for his share of each payment so
made by TMCC to, or to the order of, the holder of the relevant global Note. No
person other than the holder of the relevant global Note shall have any claim
against TMCC in respect of payments due on that global Note.

Notwithstanding the foregoing, payments in respect of the Notes denominated in
U.S. dollars will only be made at the specified office of a Paying Agent in the
United States (which expression, as used herein, means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction) if:

(i)TMCC has appointed Paying Agents with specified offices outside the United
States with the reasonable expectation that such Paying Agents would be able to
make payment at such specified offices outside the United States of the full
amount owing in respect of the Notes in the manner provided above when due;

(ii)payment of the full amount owing in respect of the Notes at such specified
offices outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions; and

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

(c)  Payment Business Day

Unless specified otherwise in the applicable Pricing Supplement, if the date
for payment of any amount in respect of any Note, Receipt or Coupon is not a
Payment Business Day in a place of presentation, the holder thereof shall not
be entitled to payment until the next following Payment Business Day in the
relevant place and shall not be entitled to further interest or other payment
in respect of such delay. For these purposes, unless otherwise specified in the
applicable Pricing Supplement, "Payment Business Day" means any day which is:

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

(A)the relevant place of presentation;

(B)London; and

(C)any other Applicable Business Center specified in the applicable Pricing
Supplement; and


                               Appendix A-21

<PAGE>


(ii)either (A) in relation to any sum payable in a Specified Currency other
than euro, a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in the principal financial center of
the country of the relevant Specified Currency (if other than the place of
presentation, London and any other Applicable Business Center and which if the
Specified Currency is Australian dollars or New Zealand dollars shall be Sydney
or Auckland, respectively, unless specified otherwise in the applicable Pricing
Supplement) or (B) in relation to any sum payable in euro, a day on which the
TARGET system is open.

(d)  Interpretation of Principal and Interest

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

(i)any Additional Amounts which may be payable under Condition 9 in respect of
principal;

(ii)the Final Redemption Amount of the Notes;

(iii)the Early Redemption Amount of the Notes;

(iv)in relation to Notes redeemable in installments, the Installment Amounts;

(v)any premium and any other amounts which may be payable under or in respect
of the Notes;

(vi)in relation to Zero Coupon Notes, the Amortized Face Amount; and

(vii)the Optional Redemption Amount(s) (if any) of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes
shall be deemed to include, as applicable, any Additional Amounts which may be
payable under Condition 9, except as provided in clause (i) above.

7.  Agent and Paying Agents

The names of the initial Agent and the other initial Paying Agent and their
initial specified offices are set out on the inside back cover page of the
Offering Circular. In acting under the Agency Agreement, the Agent and the
Paying Agents will act solely as agents of TMCC and do not assume any
obligations or relationships of agency or trust to or with the Noteholders,
Receiptholders or Couponholders, except that (without affecting the obligations
of TMCC to the Noteholders, Receiptholders and Couponholders to repay Notes and
pay interest thereon) funds received by the Agent for the payment of the
principal of or interest on the Notes shall be held in trust by it for the
Noteholders and/or Receiptholders and/or Couponholders until the expiration of
the relevant period of prescription under Condition 15. TMCC agrees to perform


                                Appendix A-22

<PAGE>


and observe the obligations imposed upon it under the Agency Agreement and to
use its best efforts to cause the Agent and the Paying Agents to perform and
observe the obligations imposed upon them under the Agency Agreement. The
Agency Agreement contains provisions for the indemnification of the Agent and
the Paying Agents and for relief from responsibility in certain circumstances,
and entitles any of them to enter into business transactions with TMCC without
being liable to account to the Noteholders, Receiptholders or the Couponholders
for any resulting profit.

TMCC is entitled to vary or terminate the appointment of any Paying Agent or
any other Paying Agent appointed under the terms of the Agency Agreement and/or
appoint additional or other Paying Agents and/or approve any change in the
specified office through which any Paying Agent acts, provided that:

(i)so long as the Notes of this Series are listed on any stock exchange, there
will at all times be a Paying Agent with a specified office in each location
required by the rules and regulations of the relevant stock exchange or listing
authority;

(ii)there will at all times be a Paying Agent with a specified office in a city
approved by the Agent in continental Europe; and

(iii)there will at all times be an Agent.

In addition, with respect to Notes denominated in U.S. dollars, TMCC shall
forthwith appoint a Paying Agent having a specified office in New York City in
the circumstances described in the final paragraph of Condition 6(b). Any
variation, termination, appointment or change shall only take effect (other
than in the case of insolvency, when it shall be of immediate effect) after not
less than 30 nor more than 45 days prior notice thereof shall have been given
to the Agent and the Noteholders in accordance with Condition 16.

8.  Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in
any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet
may be surrendered at the specified office of the Agent or any other Paying
Agent in exchange for a further Coupon sheet including (if such further Coupon
sheet does not include Coupons to, and including, the final date for the
payment of interest due in respect of the Note to which it appertains) a
further Talon, subject to the provisions of Condition 15. Each Talon shall, for
the purposes of these Terms and Conditions, be deemed to mature on the Interest
Payment Date on which the final Coupon comprised in the relative Coupon sheet
matures.

9.  Payment of Additional Amounts

TMCC will, subject to certain limitations and exceptions (set forth below), pay
to a Noteholder, Receiptholder or Couponholder who is a United States Alien (as
defined below) such amounts ("Additional Amounts") as may be necessary so that
every net payment of principal or interest in respect of the Notes, Receipts or
Coupons, after deduction or withholding for or on account of any present or


                                  Appendix A-23
<PAGE>

future tax, assessment or other governmental charge imposed upon such
Noteholder, Receiptholder or Couponholder, or by reason of the making of such
payment, by the United States or any political subdivision or taxing authority
thereof or therein, will not be less than the amount provided for in the Notes,
Receipts or Coupons. However, TMCC shall not be required to make any payment of
Additional Amounts for or on account of:

(a)any tax, assessment or other governmental charge which would not have been
imposed but for (i) the existence of any present or former connection between
such Noteholder, Receiptholder or Couponholder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over,
such Noteholder, Receiptholder or Couponholder, if such Noteholder,
Receiptholder or Couponholder is an estate, trust, partnership or corporation)
and the United States, including, without limitation, such Noteholder,
Receiptholder or Couponholder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or
being or having been present or engaged in trade or business therein or having
or having had a permanent establishment therein, or (ii) such Noteholder's,
Receiptholder's or Couponholder's past or present status as a personal holding
company, foreign personal holding company or controlled foreign corporation or
a private foundation (as those terms are defined for United States tax
purposes) or as a corporation which accumulates earnings to avoid United States
federal income tax;

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

(c)any tax, assessment or other governmental charge that would not have been so
imposed but for the presentation of a Note, Receipt or Coupon for payment on a
date more than 15 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for, whichever
occurs later;

(d)any tax, assessment or other governmental charge which is payable otherwise
than by withholding from payments of principal or interest in respect of the
Notes, Receipts or Coupons;

(e)any tax, assessment or other governmental charge imposed on interest
received by (i) a 10% shareholder of TMCC within the meaning of Internal
Revenue Code Section 871(h)(3)(b) or Section 881(c)(3)(b) or (ii) a bank
extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business;

(f)any tax, assessment or other governmental charge required to be withheld or
deducted by any Paying Agent from any payment of principal or interest in
respect of any Note, Receipt or Coupon, if such payment can be made without
such withholding or deduction by any other Paying Agent with respect to the
Notes in a Western European city;

(g)any tax, assessment or other governmental charge which would not have been
imposed but for the failure to comply with certification, information,
documentation, or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Noteholder,
Receiptholder or Couponholder or of the beneficial owner of such Note, Receipt


                                 Appendix A-24
<PAGE>

or Coupon, if such compliance is required by statute or by regulation of the
United States Treasury Department as a precondition to relief or exemption from
such tax, assessment or other governmental charge; or

(h)any combination of items (a), (b), (c), (d), (e), (f) and (g);

nor shall Additional Amounts be paid to any Noteholder, Receiptholder or
Couponholder who is a fiduciary or partnership or other than the sole
beneficial owner of the Note, Receipt or Coupon to the extent a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner of the Note, Receipt or Coupon would not have been entitled to
payment of the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note, Receipt or Coupon.

The term "United States Alien" means any corporation, individual, fiduciary or
partnership that for United States federal income tax purposes is a foreign
corporation, nonresident alien individual, nonresident alien fiduciary of a
foreign estate or trust, or foreign partnership one or more members of which is
a foreign corporation, nonresident alien individual or nonresident alien
fiduciary of a foreign estate or trust.

If TMCC shall determine that any payment made outside the United States by TMCC
or any of its Paying Agents of the full amount of the next scheduled payment of
either principal or interest due in respect of any Note, Receipt or Coupon of
this Series would, under any present or future laws or regulations of the
United States affecting taxation or otherwise, be subject to any certification,
information or other reporting requirements of any kind, the effect of which
requirements is the disclosure to TMCC, any of its Paying Agents or any
governmental authority of the nationality, residence or identity (as
distinguished from status as a United States Alien) of a beneficial owner of
such Note, Receipt or Coupon who is a United States Alien (other than such
requirements which (i) would not be applicable to a payment made to a
custodian, nominee or other agent of the beneficial owner, or which can be
satisfied by such a custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien; provided, however, in each
case that payment by such custodian, nominee or agent to such beneficial owner
is not otherwise subject to any requirements referred to in this sentence,
(ii) are applicable only to payment by a custodian, nominee or other agent of
the beneficial owner to or on behalf of such beneficial owner, or (iii) would
not be applicable to a payment made by any other paying agent of TMCC), TMCC
shall redeem the Notes of this Series as a whole but not in part at a
redemption price equal to the Early Redemption Amount together, if appropriate,
with accrued interest to, but excluding, the date fixed for redemption, such
redemption to take place on such date not later than one year after the
publication of notice of such determination. If TMCC becomes aware of an event
that might give rise to such certification, information or other reporting
requirements, TMCC shall, as soon as practicable, solicit advice of independent
counsel selected by TMCC to establish whether such certification, information
or other reporting requirements will apply and, if such requirements will
apply, TMCC shall give prompt notice of such determination (a "Tax Notice") in
accordance with Condition 16 stating in such notice the effective date of such
certification, information or other reporting requirements and, if applicable,
the date by which the redemption shall take place. Notwithstanding the
foregoing, TMCC shall not redeem Notes if TMCC shall subsequently determine not
less than 30 days prior to the date fixed for redemption that subsequent

                                  Appendix A-25
<PAGE>

payments would not be subject to any such requirements, in which case TMCC
shall give prompt notice of such determination in accordance with Condition 16
and any earlier redemption notice shall thereby be revoked and of no further
effect.

Notwithstanding the foregoing, if and so long as the certification, information
or other reporting requirements referred to in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or similar charge, TMCC
may elect prior to publication of the Tax Notice to have the provisions
described in this paragraph apply in lieu of the provisions described in the
preceding paragraph, in which case the Tax Notice shall state the effective
date of such certification, information or reporting requirements and that TMCC
has elected to pay Additional Amounts rather than redeem the Notes. In such
event, TMCC will pay as Additional Amounts such amounts as may be necessary so
that every net payment made following the effective date of such certification,
information or reporting requirements outside the United States by TMCC or any
of its Paying Agents of principal or interest due in respect of a Note, Receipt
or Coupon to a holder who certifies to the effect that the beneficial owner of
such Note, Receipt or Coupon is a United States Alien (provided that such
certification shall not have the effect of communicating to TMCC or any of its
Paying Agents or any governmental authority the nationality, residence or
identity of such beneficial owner) after deduction or withholding for or on
account of such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge which (i) is imposed as a result of
certification, information or other reporting requirements referred to in the
second parenthetical clause of the first sentence of the preceding paragraph,
or (ii) is imposed as a result of the fact that TMCC or any of its Paying
Agents has actual knowledge that the holder or beneficial owner of such Note,
Receipt or Coupon is not a United States Alien but is within the category of
persons, corporations or other entities described in clause (a)(i) of the third
preceding paragraph, or (iii) is imposed as a result of presentation of such
Note, Receipt or Coupon for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount
provided for in such Note, such Receipt or such Coupon to be then due and
payable. In the event TMCC elects to pay such Additional Amounts, TMCC will
have the right, at its sole option, at any time, to redeem the Notes of this
Series, as a whole but not in part at a redemption price equal to their Early
Redemption Amount, together, if appropriate, with accrued interest to the date
fixed for redemption including any Additional Amounts required to be paid under
this paragraph. If TMCC has made the determination described in the preceding
paragraph with respect to certification, information or other reporting
requirements applicable to interest only and subsequently makes a determination
in the manner and of the nature referred to in such preceding paragraph with
respect to such requirements applicable to principal, TMCC will redeem the
Notes of this Series in the manner and on the terms described in the preceding
paragraph (except as provided below), unless TMCC elects to have the provisions
of this paragraph apply rather than the provisions of the immediately preceding


                              Appendix A-26

<PAGE>

paragraph. If in such circumstances the Notes are to be redeemed, TMCC will be
obligated to pay Additional Amounts with respect to interest, if any, accrued
to the date of redemption. If TMCC has made the determination described in the
preceding paragraph and subsequently makes a determination in the manner and of
the nature referred to in such preceding paragraph that the level of
withholding applicable to principal or interest has been increased, TMCC will
redeem the Notes of this Series in the manner and on the terms described in the
preceding paragraph (except as provided below), unless TMCC elects to have the
provisions of this paragraph apply rather than the provisions of the
immediately preceding paragraph. If in such circumstances the Notes are to be
redeemed, TMCC will be obligated to pay Additional Amounts with respect to the
original level of withholding on principal and interest, if any, accrued to the
date of redemption.

10.  Negative Pledge

The Notes will not be secured by any mortgage, pledge or other lien. TMCC shall
not pledge or otherwise subject to any lien any property or assets of TMCC
unless the Notes are secured by such pledge or lien equally and ratably with
all other obligations secured thereby so long as such obligations shall be so
secured; provided, however, that such covenant will not apply to liens securing
obligations which do not in the aggregate at any one time outstanding exceed 5
percent of Consolidated Net Tangible Assets (as defined below) of TMCC and its
consolidated subsidiaries and also will not apply to:

(a)the pledge of any assets of TMCC to secure any financing by TMCC of the
exporting of goods to or between, or the marketing thereof in, countries other
than the United States in connection with which TMCC reserves the right, in
accordance with customary and established banking practice, to deposit, or
otherwise subject to a lien, cash, securities or receivables, for the purpose
of securing banking accommodations or as the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;

(b)the pledge of receivables payable in currencies other than United States
dollars to secure borrowings in countries other than the United States;

(c)any deposit of assets of TMCC with any surety company or clerk of any court,
or in escrow, as collateral in connection with, or in lieu of, any bond on
appeal by TMCC from any judgment or decree against it, or in connection with
other proceedings in actions at law or in equity by or against TMCC or in favor
of any governmental bodies to secure progress, advance or other payments in the
ordinary course of TMCC's business;

(d)any lien or charge on any property of TMCC, tangible or intangible, real or
personal, existing at the time of acquisition or construction of such property
(including acquisition through merger or consolidation) or given to secure the
payment of all or any part of the purchase or construction price thereof or to
secure any indebtedness incurred prior to, at the time of, or within one year
after, the acquisition or completion of construction thereof for the purpose of
financing all or any part of the purchase or construction price thereof;

(e)any lien in favor of the United States of America or any state thereof or
the District of Columbia, or any agency, department or other instrumentality
thereof, to secure progress, advance or other payments pursuant to any contract
or provisions of any statute;

                                   Appendix A-27
<PAGE>

(f)any lien securing the performance of any contract or undertaking not
directly or indirectly in connection with the borrowing of money, obtaining of
advances or credit or the securing of debt, if made and continuing in the
ordinary course of business;

(g)any lien to secure non-recourse obligations in connection with TMCC's
engaging in leveraged or single- investor lease transactions; and

(h)any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any lien, charge or pledge referred to
in clauses (a) through (g) above; provided, however, that the amount of any and
all obligations and indebtedness secured thereby will not exceed the amount
thereof so secured immediately prior to the time of such extension, renewal or
replacement, and that such extension, renewal or replacement will be limited to
all or a part of the property which secured the charge or lien so extended,
renewed or replaced (plus improvements on such property).

"Consolidated Net Tangible Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of TMCC and its consolidated subsidiaries, all as set forth on the
most recent balance sheet of TMCC and its consolidated subsidiaries prepared in
accordance with generally accepted accounting principles as practiced in the
United States.

11.  Consolidation or Merger

TMCC may consolidate with, or sell, lease or convey all or substantially all of
its assets as an entirety to, or merge with or into any other corporation
provided that in any such case, (i) either TMCC shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or any state thereof
and such successor corporation shall expressly assume the due and punctual
payment of the principal of and interest (including Additional Amounts as
provided in Condition 9) on all the Notes, Receipts and Coupons, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Note to be performed by TMCC by an amendment
to the Agency Agreement executed by such successor corporation, TMCC and the
Agent, and (ii) immediately after giving effect to such transaction, no Event
of Default under Condition 13, and no event which, with notice or lapse of time
or both, would become such an Event of Default shall have happened and be
continuing. In case of any such consolidation, merger, sale, lease or
conveyance and upon any such assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for TMCC, with the
same effect as if it had been named herein as TMCC, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be
relieved of any further obligation under this Note and the Agency Agreement.

12.  Meetings, Modifications and Waivers

The Agency Agreement contains provisions which, unless otherwise provided in
the Pricing Supplement, are binding on TMCC, the Noteholders, the
Receiptholders and the Couponholders, for convening meetings of holders of
Notes, Receipts and Coupons to consider matters affecting their interests,

                                  Appendix A-28
<PAGE>
including the modification or waiver of the Terms and Conditions applicable to
the Notes.

The Agency Agreement, the Notes and any Receipts and Coupons attached to the
Notes may be amended by TMCC (and, in the case of the Agency Agreement, the
Agent) (i) for the purpose of curing any ambiguity, or for curing, correcting
or supplementing any defective provision contained therein, or to evidence the
succession of another corporation to TMCC as provided in Condition 11, (ii) to
make any further modifications of the terms of the Agency Agreement necessary
or desirable to allow for the issuance of any additional Notes (which
modifications shall not be materially adverse to holders of outstanding Notes)
or (iii) in any manner which TMCC (and, in the case of the Agency Agreement,
the Agent) may deem necessary or desirable and which shall not materially
adversely affect the interests of the holders of the Notes, Receipts and
Coupons, to all of which each holder of Notes, Receipts and Coupons shall, by
acceptance thereof, consent. In addition, with the written consent of the
holders of not less than a majority in aggregate principal amount of the Notes
then outstanding affected thereby, or by a resolution adopted by a majority in
aggregate principal amount of such outstanding Notes affected thereby present
or represented at a meeting of such holders at which a quorum is present, as
provided in the Agency Agreement (provided that such resolution shall be
approved by the holders of not less than 25 percent of the aggregate principal
amount of Notes affected thereby then outstanding), TMCC and the Agent may from
time to time and at any time enter into agreements modifying or amending the
Agency Agreement or the terms and conditions of the Notes, Receipts and Coupons
for the purpose of adding any provisions to or changing in any manner or
eliminating any provisions of the Agency Agreement or of modifying in any
manner the rights of the holders of Notes, Receipts and Coupons; provided,
however, that no such agreement shall, without the consent or the affirmative
vote of the holder of each Note affected thereby, (i) change the stated
maturity of the principal of or any installment of interest on any Note,
(ii) reduce the principal amount of or interest on any Note, (iii) change the
obligation of TMCC to pay Additional Amounts as provided in Condition 9,
(iv) reduce the percentage in principal amount of outstanding Notes the consent
of the holders of which is necessary to modify or amend the Agency Agreement or
the terms and conditions of the Notes or to waive any future compliance or past
default, or (v) reduce the percentage in principal amount of outstanding Notes
the consent of the holders of which is required at any meeting of holders of
Notes at which a resolution is adopted. The quorum at any meeting called to
adopt a resolution will be persons holding or representing a majority in
aggregate principal amount of the Notes at the time outstanding affected
thereby and at any adjourned meeting will be one or more persons holding or
representing 25 percent in aggregate principal amount of such Notes at the time
outstanding affected thereby. Any instrument given by or on behalf of any
holder of a Note in connection with any consent to any such modification,
amendment or waiver will be irrevocable once given and will be conclusive and
binding on all subsequent holders of such Note. Any modifications, amendments
or waivers to the Agency Agreement or to the terms and conditions of the Notes,
Receipts and Coupons will be conclusive and binding on all holders of Notes,
Receipts and Coupons, whether or not they have given such consent or were
present at any meeting, and whether or not notation of such modifications,
amendments or waivers is made upon the Notes, Receipts and Coupons. It shall
not be necessary for the consent of the holders of Notes under this Condition
12 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.

                                Appendix A-29
<PAGE>
Notes authenticated and delivered after the execution of any amendment to the
Agency Agreement, Notes, Receipts or Coupons may bear a notation in form
approved by the Agent as to any matter provided for in such amendment to the
Agency Agreement.

New Notes so modified as to conform, in the opinion of the Agent and TMCC, to
any modification contained in any such amendment may be prepared by TMCC,
authenticated by the Agent and delivered in exchange for the Notes then
outstanding.

For the purposes of this Condition 12 and Condition 13 below, the term
"outstanding" means, in relation to the Notes, all Notes issued under the
Agency Agreement other than (i) those which have been redeemed in full in
accordance with the Agency Agreement or these Terms and Conditions, (ii) those
in respect of which the date for redemption in accordance with these Terms and
Conditions has occurred and the redemption moneys therefor (including all
interest (if any) accrued thereon to the date for such redemption and any
interest (if any) payable under these Terms and Conditions after such date)
have been duly paid to the Agent as provided in the Agency Agreement (and,
where appropriate, notice has been given to the Noteholders in accordance with
Condition 16) and remain available for payment against presentation of the
Notes, (iii) those which have become void under Condition 15, (iv) those which
have been purchased or otherwise acquired and cancelled as provided in
Condition 5, and those which have been purchased or otherwise acquired and are
being held by TMCC for subsequent resale or reissuance as provided in
Condition 5 during the time so held, (v) those mutilated or defaced Notes which
have been surrendered in exchange for replacement Notes pursuant to Condition
14, (vi) (for the purposes only of determining how many Notes are outstanding
and without prejudice to their status for any other purpose) those Notes
alleged to have been lost, stolen or destroyed and in respect of which
replacement Notes have been issued pursuant to Condition 14 and (vii) temporary
global Notes to the extent that they shall have been duly exchanged in whole
for permanent global Notes or definitive Notes and permanent global Notes to
the extent that they shall have been duly exchanged in whole for definitive
Notes, in each case pursuant to their respective provisions.

13.  Default and Acceleration

(a) In the event that (each an "Event of Default"):

(i)default shall be made in the payment when due of any installment of interest
or any Additional Amounts on any of the Notes continued for a period of 30 days
after the date when due; or

(ii)default shall be made for more than three days in the payment when due of
the principal of any Note (whether at maturity or upon redemption or
otherwise); or

(iii)default in the deposit of any sinking fund payment with respect to any
Note when and as due; or

(iv)TMCC shall fail to perform or observe any other term, covenant or agreement
contained in the Terms and Conditions applicable to any of the Notes or in the
Agency Agreement for a period of 60 days after the date on which written notice
of such failure, requiring TMCC to remedy the same, first shall have been given
to the Agent and TMCC by the holders of at least 25 percent in aggregate
principal amount of the Notes then outstanding; or

                                  Appendix A-30

<PAGE>

(v)there is an acceleration of, or failure to pay when due and payable, any
indebtedness for money borrowed of TMCC exceeding $10,000,000 and such
acceleration is not rescinded or annulled, or such indebtedness is not
discharged, within 10 days after written notice thereof has first been given to
TMCC and the Agent by the holders of not less than 10 percent in aggregate
principal amount of Notes then outstanding; or

(vi)the entry by a court having competent jurisdiction of (a) a decree or order
granting relief in respect of TMCC in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law and such
decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) a decree or order adjudging TMCC to be insolvent,
or approving a petition seeking reorganization, arrangement, adjustment or
composition of TMCC and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or (c) a final and non-appealable
order appointing a custodian, receiver, liquidator, assignee, trustee or other
similar official of TMCC or of any substantial part of the property of TMCC, or
ordering up the winding up or liquidation of the offices of TMCC; or

(vii)the commencement by TMCC of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent of TMCC to the
entry of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any insolvency proceedings against it, or the filing by
TMCC of a petition or answer or consent seeking reorganization or relief under
any applicable law, or the consent by TMCC to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of TMCC or any substantial part of the
property of TMCC or the making by TMCC of an assignment for the benefit of
creditors, or the taking of corporate action by TMCC in furtherance of any such
action;

then the holder of any Note may, at its option, declare the principal of such
Note and the interest, if any, accrued thereon to be due and payable
immediately by written notice to TMCC and the Agent at its main office in
London, and unless all such defaults shall have been cured by TMCC prior to
receipt of such written notice, the principal of such Note and the interest, if
any, accrued thereon shall become and be immediately due and payable.

At any time after such a declaration of acceleration with respect to the Notes
has been made and before a judgment or decree for payment of the money due with
respect to any Note has been obtained by any Noteholder, such declaration and
its consequences may be rescinded and annulled upon the written consent of
holders of a majority in aggregate principal amount of the Notes then
outstanding, or by resolution adopted by a majority in aggregate principal
amount of the Notes present or represented at a meeting of holders of the Notes
at which a quorum is present, as provided in the Agency Agreement, if:

(1) TMCC has paid or deposited with the Agent a sum sufficient to pay

(A)all overdue installments of interest on the Notes, and


                                      Appendix A-31

<PAGE>

(B)the principal of Notes which has become due otherwise than by such
declaration of acceleration; and

(2) all Events of Default with respect to the Notes, other than the non-payment
of the principal of such Notes which has become due solely by such declaration
of acceleration, have been cured or waived as provided in paragraph (b) below.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

(b) Any Events of Default by TMCC, other than the events described in paragraph
(a)(i) or (a)(ii) above or in respect of a covenant or provision which cannot
be modified and amended without the written consent of the holders of all
outstanding Notes, may be waived by the written consent of holders of a
majority in aggregate principal amount of the Notes then outstanding affected
thereby, or by resolution adopted by the holders of a majority in aggregate
principal amount of such Notes then outstanding present or represented at a
meeting of holders of the Notes affected thereby at which a quorum is present,
as provided in the Agency Agreement.

14. Replacement of Notes, Receipts, Coupons and Talons

Should any Note, Receipt, Coupon or Talon be mutilated, defaced or destroyed or
be lost or stolen, it may be replaced at the specified office of the Agent in
London (or such other place outside the United States as may be notified to the
Noteholders), in accordance with all applicable laws and regulations, upon
payment by the claimant of the expenses incurred by TMCC and the Agent in
connection therewith and on such terms as to evidence, indemnity, security or
otherwise as TMCC and the Agent may require. Mutilated or defaced Notes,
Receipts, Coupons or Talons must be surrendered before replacements will be
issued.

15. Prescription

Unless provided otherwise in the applicable Pricing Supplement, the Notes,
Receipts and Coupons will become void unless presented for payment within a
period of five years from the Relevant Date (as defined below) relating
thereto. Any moneys paid by TMCC to the Agent for the payment of principal or
interest in respect of the Notes and remaining unclaimed for a period of five
years shall forthwith be repaid to TMCC and holders shall thereafter look only
to TMCC for payment thereof. All liability with respect thereto shall cease
when the Notes, Receipts and Coupons become void.

As used herein, the "Relevant Date" means:

(A)the date on which such payment first becomes due; or

(B)if the full amount of the moneys payable has not been received by the Agent
on or prior to such due date, the date on which the full amount of such moneys
having been so received, notice to that effect shall have been given to the
Noteholders in accordance with Condition 16.


                                    Appendix A-32

<PAGE>

16. Notices

All notices regarding the Notes shall be published in one leading English
language daily newspaper with circulation in the United Kingdom (which is
expected to be the Financial Times) or, if this is not practicable, one other
such English language newspaper as TMCC, in consultation with the Agent, shall
decide. TMCC shall also ensure that notices are duly published in a manner
which complies with the rules and regulations of any stock exchange on which
the Notes are for the time being listed or any other relevant authority. Any
such notice shall be deemed to have been given on the date of the first
publication. Any notice published as aforesaid shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication. Receiptholders and Couponholders will be
deemed for all purposes to have notice of the contents of any notice given to
the holders of the Notes in accordance with this Condition.

Until such time as any definitive Notes are issued, there may, so long as the
global Notes for this Series are held in their entirety on behalf of Euroclear
and Clearstream, Luxembourg, be substituted for such publication in such
newspaper the delivery of the relevant notice to Euroclear and Clearstream,
Luxembourg for communication by them to the holders of the Notes of this
Series. Any such notice shall be deemed to have been given to the holders of
the Notes of this Series on the seventh day after the day on which the said
notice was given to Euroclear and Clearstream, Luxembourg, or on such other day
as is specified in the applicable Pricing Supplement.

Notices to be given by any holder of the Notes of this Series shall be in
writing and given by lodging the same, together with the relevant Note or
Notes, with the Agent. While any of the Notes of this Series are represented by
a global Note, such notice may be given by any holder of a Note of this Series
to the Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be,
in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as
the case may be, may approve for this purpose.

17. Redenomination and Exchange

TMCC may (if so specified in the applicable Pricing Supplement) without the
consent of the holder of any Note, Receipt, Coupon or Talon, redenominate all,
but not some only, of the Notes of any Series on or after the date on which the
member state of the European Union in whose national currency such Notes are
denominated has become a participant member in the third stage of the European
economic and monetary union as more fully set out in the applicable Pricing
Supplement. TMCC may (if so specified in the applicable Pricing Supplement)
without the consent of the holder of any Note, Receipt, Coupon or Talon, elect
that the Notes shall be exchangeable for Notes expressed to be denominated in
euro in accordance with such arrangements as TMCC may decide.

18. Governing Law

The Agency Agreement and the Notes, the Receipts and the Coupons are governed
by, and shall be construed in accordance with, the laws of the State of New
York, United States of America, applicable to agreements made and to be
performed wholly within such jurisdiction.


                                   Appendix A-33

<PAGE>

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



                                   Appendix B-1
<PAGE>

APPENDIX B-1

FORM OF TEMPORARY GLOBAL NOTE OF
TOYOTA MOTOR CREDIT CORPORATION

[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987
(EXEMPT TRANSACTIONS) REGULATIONS 1997 (THE "BANKING ACT OF 1987") AND THIS
IS A [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY][ ] ISSUED IN
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987.
REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY INTEREST IN CONNECTION WITH
THIS [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1 HAVE NOT BEEN
GUARANTEED.]
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.[3]
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
TEMPORARY GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [   ]

The Notes represented by this Temporary Global Note have been listed on the
Official List and admitted for trading by The London Stock Exchange plc
(the "London Stock Exchange")

This Note is a Temporary Global Note in respect of a duly authorized issue of
[Specified Currency and Principal Amount of Series] Euro Medium-Term Notes
Dues [Year of Maturity] (the "Notes") of [Specified Currency and Specified
Denomination] each of Toyota Motor Credit Corporation (the "Company").
References herein to the Conditions shall be to the Terms and Conditions of
the Notes (the "Conditions") as set out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by the information set out in
the Pricing Supplement (the "Pricing Supplement") (which is attached hereto),
provided that, in the event of any conflict between the provisions of the
Conditions and the information set out in the Pricing Supplement, the latter
shall prevail.  Words and expressions defined in the Conditions and the
Pricing Supplement and not otherwise defined herein shall have the same
meanings when used herein.

This Temporary Global Note is issued subject to, and with the benefit of, the
Conditions and the Third Amended and Restated Agency Agreement (the "Agency
Agreement," which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time) dated
as of October 4, 2000, between the Company and The Chase Manhattan Bank (the
"Agent") and the other agents named therein; provided, however, that the
reference to the Conditions shall mean the Conditions in effect on the date
of this Temporary Global Note and shall not be affected by any amendments to
the Conditions which occur thereafter.

This Temporary Global Note is to be held by a common depositary for Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), Clearstream Banking, societe anonyme
("Clearstream") and/or such other relevant clearing agency as is specified in
the related Pricing Supplement on behalf of account holders which have the
Notes represented by this Temporary Global Note credited to their respective
securities accounts therewith from time to time.

For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date
the relevant Installment Amount] the [Maturity Date], or on such earlier date
as the Notes may become due and repayable in accordance with the Conditions,
the amount payable under the Conditions on redemption of the Notes then
represented by this Temporary Global Note and to pay interest (if any) on the
principal amount of the Notes from time to time represented by this Temporary
Global Note calculated and payable as provided in the Conditions together
with any other sums payable under the Conditions, upon presentation and, at
maturity, surrender of this Temporary Global Note at the principal office of
the Agent in London, England, or at the offices of any of the other paying
agents located outside the United States (as defined below) (except as
provided in the Conditions) from time to time appointed by the Company in
respect of the Notes, but in each case subject to the requirements as to
certification provided herein.  Any monies paid by the Company to the Agent
for the payment of or interest on any Notes and remaining unclaimed at the
end of one year after such principal or interest shall have become due and
payable (whether at maturity, upon call for redemption or otherwise) shall
then be repaid to the Company and upon such repayment all liability of the
Agent with respect thereto shall thereupon cease, without, however, limiting
in any way any obligation the Company may have to pay the principal of or
interest on this Note as the same shall become due.  On any payment of an


                                 Appendix B-1-2
<PAGE>

installment or interest being made, details of such payment shall be entered
by or on behalf of the Company in Schedule One hereto and the relevant space
in Schedule One hereto recording any such payment shall be signed by or on
behalf of the Company.

On any redemption or purchase and cancellation of any of the Notes
represented by this Temporary Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
any such redemption or purchase and cancellation shall be signed by or on
behalf of the Company.  Upon any such redemption or purchase and
cancellation, the principal amount of this Temporary Global Note and the
Notes represented by this Temporary Global Note shall be reduced by the
principal amount so redeemed or purchased and canceled.

Prior to the Exchange Date (as defined below), all payments (if any) on this
Temporary Global Note will only be made to the bearer hereof to the extent
that there is presented to the Agent by Euroclear, Clearstream and/or such
other relevant clearing agency, a certificate, substantially in the form set
out in Schedule Three hereto, to the effect that it has received from or in
respect of a person entitled to a particular principal amount of the Notes
(as shown by its records) a certificate from such person in or substantially
in the form of Certificate "A" as set out in Schedule Three hereto.  After
the Exchange Date the holder of this Temporary Global Note will not be
entitled to receive any payment of interest hereon.

On or after the date which is 40 days after the completion of the
distribution of the Notes represented by this Temporary Global Note (the
"Exchange Date"), this Temporary Global Note may, under the circumstances set
forth in the Conditions and the Pricing Supplement (including, without
limitation, certification as to the date on which the distribution of the
Notes of this Series was completed), be exchanged, in whole or in part for
either Definitive Notes and (if applicable) Receipts, Coupons and Talons in
or substantially in the forms set out in Appendices B-3, B-4, B-5 and B-6,
respectively, to the Agency Agreement (on the basis that all appropriate
details have been included on the face of such Definitive Notes and (if
applicable) Receipts, Coupons and Talons and the Pricing Supplement (or the
relevant provisions of the Pricing Supplement) have either been endorsed on
or attached to such Definitive Notes) and/or, a Permanent Global Note in the
form set out in Appendix B-2 to the Agency Agreement (together with the
Pricing Supplement attached thereto) upon presentation of this Temporary
Global Note by the bearer hereof at the offices of the Agent in London,
England (or at such other place outside the United States of America, its
territories and possessions, any State of the United States and the District
of Columbia (the "United States") as the Agent may agree).  As specified in
the Pricing Supplement, the exchange of this Temporary Global Note for
Definitive Notes may also require written notice being given to the Agent by
Euroclear, Clearstream or other relevant clearing agency on behalf of holders
of Notes and/or the payment of certain costs each of which shall be specified
in the Pricing Supplement.  Definitive Notes or the Permanent Global Note
shall be so issued and delivered in exchange for only that portion of this
Temporary Global Note in respect of which there shall have been presented to
the Agent by Euroclear, Clearstream and/or such other relevant clearing
agency, a certificate, substantially in the form set out in Schedule Three

                                Appendix B-1-3
<PAGE>
hereto, to the effect that it has received from or in respect of a person
entitled to a particular principal amount of the Notes (as shown by its
records) a certificate from such person in or substantially in the form of
Certificate "A" as set out in Schedule Three hereto and, in the case of
Definitive Notes, subject to such notice period and payment of costs as may
be specified in the Pricing Supplement.  If Definitive Notes and (if
applicable) Receipts, Coupons and Talons have already been issued in exchange
for all the Notes represented for the time being by the Permanent Global
Note, then this Temporary Global Note may only thereafter be exchanged for
Definitive Notes and (if applicable) Receipts, Coupons and Talons pursuant to
the terms hereof.

On an exchange of the whole of this Temporary Global Note, this Temporary
Global Note shall be surrendered to the Agent.  On an exchange of part only
of this Temporary Global Note, details of such exchange shall be entered by
or on behalf of the Company in Schedule Two hereto and the relevant space in
Schedule Two hereto recording such exchange shall be signed by or on behalf
of the Company.  If, following the issue of a Permanent Global Note in
exchange for some of the Notes represented by this Temporary Global Note,
further Notes represented by this Temporary Global Note are to be exchanged
pursuant to this paragraph, such exchange may be effected, without the issue
of a new Permanent Global Note, by the Company or its agent endorsing
Schedule Two of the Permanent Global Note previously issued to reflect an
increase in the aggregate principal amount of the Permanent Global Note which
would otherwise have been issued on such exchange.

Until the exchange of the whole of this Temporary Global Note as aforesaid,
the bearer hereof shall in all respects (except as otherwise provided herein)
be entitled to the same benefits as if it were bearer of Definitive Notes,
Coupons and Receipts in the form set out in Appendices B-3, B-4 and B-5 to
the Agency Agreement.

[The Company has complied with its obligations under the relevant rules (as
defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the
"Regulations") and under rules made under Section 142(6) of the Financial
Services Act 1986 in respect of its debt securities listed on the Official
List and admitted for trading by the London Stock Exchange.  Since
information was last provided in compliance with those obligations, the
Company, having made all reasonable enquiries, has not become aware of any
change in circumstances which could reasonably be regarded as significantly
and adversely affecting its ability to meet its obligations in respect hereof
as they fall due.][ ]
This Temporary Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.

This Temporary Global Note shall not be valid unless authenticated by the
Agent.  This Temporary Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.

-------------------------
[5]  Delete in the case of all Notes other than Notes denominated in Sterling
and Notes in respect of which the issue proceeds are accepted by the Company
in the United Kingdom.

                                 Appendix B-1-4
<PAGE>




IN WITNESS WHEREOF, the Company has caused this Temporary Global Note to be
duly executed on its behalf.
Dated:                                  TOYOTA MOTOR CREDIT CORPORATION
                                        By: _____________________
                                        George E. Borst
                                        President and Chief Executive Officer


FISCAL AGENT'S CERTIFICATE              ATTEST:
OF AUTHENTICATION

This is one of the Temporary            _________________________
Global Notes described in the           Michael Deaderick
within mentioned Agency Agreement       Secretary

By or on behalf of
  THE CHASE MANHATTAN BANK
  as Fiscal Agent
By:_______________________
  (Authorized Signatory)



                                 Appendix B-1-5

<PAGE>




SCHEDULE ONE
PART I
INTEREST PAYMENTS
                                                               CONFIRMATION
                                                               OF PAYMENT
                             TOTAL AMOUNT                      BY OR ON
INTEREST        DATE OF      OF INTEREST        AMOUNT OF      BEHALF OF
PAYMENT DATE    PAYMENT      PAYABLE            INTEREST PAID  THE COMPANY

First           _______      ____________       _____________  ____________
Second          _______      ____________       _____________  ____________



                                Appendix B-1-6

<PAGE>




SCHEDULE ONE
PART II
INSTALLMENT PAYMENTS

                                                               CONFIRMATION
                             TOTAL AMOUNT                      OF
                             OF                 AMOUNT OF      PAYMENT BY
INTEREST        DATE OF      INSTALLMENTS       INSTALLMENTS   OR ON BEHALF
PAYMENT DATE    PAYMENT      PAYABLE            PAID           OF THE COMPANY

First           _______      ____________       ____________   ______________
Second          _______      ____________       ____________   ______________



                                   Appendix B-1-7

<PAGE>




SCHEDULE TWO

SCHEDULE OF EXCHANGES
FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR
DEFINITIVE NOTES, OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS

The following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note or Definitive Notes or redemptions or
purchases and cancellation of this Temporary Global Note have been made:

               Part of principal
               Amount of this
               Temporary
               Global Note        Remaining         Remaining
               Exchanged for      principal amount  amount payable
               Notes              of this           under this
               Represented by a   Temporary         Temporary
               Permanent          Global Note       Global Note
Date of        Global Note or     following such    following such
exchange, or   Definitive Notes   exchange, or      exchange, or
redemption or  or redeemed or     redeemed or       redemption or    Notation
purchase and   purchased and      purchase and      purchase and     made by
cancellation   canceled           cancellation      cancellation     or on
                                                                     behalf
                                                                     of the
                                                                     Company

____________   _______________    ______________     ___________     ________



                                   Appendix B-1-8


<PAGE>




SCHEDULE THREE

FORM OF CERTIFICATE TO BE PRESENTED BY
APPROPRIATE CLEARING SYSTEM
TOYOTA MOTOR CREDIT CORPORATION
(the "Securities")
This is to certify that, based solely on certifications we have received in
writing, by telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the
principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Agency Agreement, as of the date hereof,
[     ] principal amount of above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States,
partnerships, corporations or other entities created or organized under the
laws of the United States or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source
("United States persons"), (ii) is owned by United States persons that (a)
are foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b)
acquired the Securities through foreign branches of United States financial
institutions and hold the securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution has agreed, on its own behalf, or through
its agent, that we may advise the Company or the Company's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations
thereunder), or (iii) is owned by the United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial institutions described
in clause (iii) (whether or not also described in clauses (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.

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


                                  Appendix B-1-9
<PAGE>

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

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

Dated:               , ____.

                                          Yours faithfully,
                                         [APPROPRIATE CLEARING SYSTEM]

                                          By:

*This certificate is not to be dated earlier than five days prior to the
Exchange Date or relevant payment date, as applicable.



                                 Appendix B-1-10


<PAGE>



CERTIFICATE "A"
FORM OF CERTIFICATE TO BE PRESENTED TO
APPROPRIATE CLEARING SYSTEM
TOYOTA MOTOR CREDIT CORPORATION

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

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.

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

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


                                  Appendix B-1-11


<PAGE>



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

Dated:               , _____.

                                       Yours faithfully,
                                      [Name of Person Making Certification]

                                       By:

*This certificate is not to be dated earlier than fifteen days prior to the
Exchange Date or relevant payment date, as applicable.



                                  Appendix B-1-12


<PAGE>




APPENDIX B-2
FORM OF PERMANENT GLOBAL NOTE OF

TOYOTA MOTOR CREDIT CORPORATION

[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987
(EXEMPT TRANSACTIONS) REGULATIONS 1997 (THE "BANKING ACT OF 1987") AND THIS
IS A [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1 ISSUED IN
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987.
REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY INTEREST IN CONNECTION WITH
THIS [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1 HAVE NOT BEEN
GUARANTEED.]2

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNATIONAL REVENUE CODE.3

TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
PERMANENT GLOBAL NOTE
Representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. 	[       ]

The Notes represented by this Permanent Global Note have been listed on the
Official List and admitted for trading by The London Stock Exchange plc
(the "London Stock Exchange")4


                                  Appendix B-2-1




<PAGE>
This Note is a Permanent Global Note in respect of a duly authorized issue of
[Specified Currency and Principal Amount of Series] Euro Medium-Term Notes
Due [Year of Maturity] (the "Notes") of [Specified Currency and Specified
Denomination] each of Toyota Motor Credit Corporation (the "Company").
References herein to the Conditions shall be to the Terms and Conditions of
the Notes (the "Conditions") as set forth out in Appendix A to the Agency
Agreement (as defined below) as modified and supplemented by the information
set out in the Pricing Supplement (the "Pricing Supplement") (which is
attached hereto) and, in the event of any conflict between the provisions of
the Conditions and the information set out in the Pricing Supplement, the
latter shall prevail.  Words and expressions defined in the Conditions and
the Pricing Supplement and not otherwise defined herein shall have the same
meanings when used herein.

This Permanent Global Note is issued subject to, and with the benefit of, the
Conditions and the Third Amended and Restated Agency Agreement (the "Agency
Agreement," which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time) dated
as of October 4, 2000, between the Company and The Chase Manhattan Bank (the
"Agent") and the other agents named therein; provided, however, that the
reference to the Conditions shall mean the Conditions in effect on the date
of issue of the Temporary Global Note that originally represented this Note
and shall not be affected by any amendments to the Conditions which occur
thereafter.

This Permanent Global Note is to be held by a common depositary for Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), Clearstream Banking, societe anonyme
("Clearstream") and/or such other relevant clearing agency as is specified in
the related Pricing Supplement on behalf of account holders which have the
Notes represented by this Permanent Global Note credited to their respective
securities accounts therewith from time to time.

For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date
the relevant Installment Amount] the [Maturity Date], or on such earlier date
as the Notes may become due and repayable in accordance with the Conditions,
the amount payable under the Conditions on redemption of the Notes then
represented by this Permanent Global Note and to pay interest (if any) on the
principal amount of the Notes from time to time represented by this Permanent
Global Note calculated and payable as provided in the Conditions together
with any other sums payable under the Conditions, upon presentation and, at
maturity, surrender of this Permanent Global Note at the principal office of
the Agent in London, England, or at the offices of any of the other paying
agents located outside of the United States (as defined below) (except as
provided in the Conditions) from time to time appointed by the Company in
respect of the Notes.  Any monies paid by the Company to the Agent for the
payment of or interest on any Notes and remaining unclaimed at the end of one
year after such principal or interest shall have become due and payable
(whether at maturity, upon call for redemption or otherwise) shall then be
repaid to the Company and upon such repayment all liability of the Agent with
respect thereto shall thereupon cease, without, limiting in any way any
obligation the Company may have to pay the principal of or interest on this
Note as the same shall become due.  On any payment of an installment or


                                Appendix B-2-2

<PAGE>

interest being made details of such payment shall be entered by or on behalf
of the Company in Schedule One hereto and the relevant space in Schedule One
hereto recording any such payment shall be signed by or on behalf of the
Company.

On any redemption or purchase and cancellation of any of the Notes
represented by this Permanent Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
any such redemption or purchase and cancellation shall be signed by or on
behalf of the Company.  Upon any such redemption or purchase and
cancellation, the principal amount of this Permanent Global Note and the
Notes represented by this Permanent Global Note shall be reduced by the
principal amount so redeemed or purchased and canceled.

The Notes represented by this Permanent Global Note were originally
represented by a Temporary Global Note.  Unless such Temporary Global Note
was exchanged in whole on the issue hereof, such Temporary Global Note may be
further exchanged, on the terms and conditions set out therein, for this
Permanent Global Note.  If any such exchange occurs following the issue
hereof, the Company or its agent shall endorse Schedule Two hereto to reflect
the increase in the aggregate principal amount of this Permanent Global Note
due to each such exchange, whereupon the principal amount hereof shall be
increased for all purposes by the amount so exchanged and endorsed.

This Permanent Global Note may (under the circumstances set forth in the
Conditions and the Pricing Supplement, be exchanged, in whole, but not in
part, for security-printed Definitive Notes and (if applicable) Coupons,
Receipts and Talons in or substantially in the forms set out in Appendices B-
3, B-4, B-5 and B-6, respectively, of the Agency Agreement (on the basis that
all appropriate details have been included on the face of such Definitive
Notes and (if applicable) Coupons, Receipts and Talons and the Pricing
Supplement (or the relevant provisions of the Pricing Supplement) have been
either endorsed on or attached to such Definitive Notes) in denominations of
[Specified Currency and Specified Denomination] each.  As specified in the
Pricing Supplement, such exchange may also require written notice being given
to the Agent by Euroclear, Clearstream or such other relevant clearing agency
on behalf of the holders of the Notes and/or the payment of certain costs,
each of which shall be specified in the Pricing Supplement.  Such exchange,
if any, will be made upon presentation of this Permanent Global Note by the
bearer hereof on any day (other than a Saturday or a Sunday) on which banks
are open for business in London at the principal office of the Agent in
London, England; provided, however, the first notice given to the Agent by
Euroclear, Clearstream and/or such other relevant clearing agency shall give
rise to the issue of Definitive Notes for the total amount of Notes
represented by this Global Note.  The aggregate principal amount of
Definitive Notes issued upon an exchange of this Permanent Global Note will
be equal to the aggregate principal amount of this Permanent Global Note
submitted by the bearer hereof for exchange (to the extent that such
principal amount does not exceed the aggregate principal amount of this
Permanent Global Note, as adjusted, as shown in Schedule Two hereto).  On an
exchange of the whole of this Permanent Global Note, this Permanent Global
Note shall be surrendered to the Agent.


                                  Appendix B-2-3

<PAGE>

Until the exchange of the whole of this Permanent Global Note as aforesaid,
the bearer hereof shall in all respects be entitled to the same benefits as
if it were the bearer of Definitive Notes, Coupons, Receipts and Talons in
the form set out in Appendices B-3, B-4, B-5 and B-6, respectively, to the
Agency Agreement.

[The Company has complied with its obligations under the relevant rules (as
defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the
"Regulations") and under rules made under Section 142(6) of the Financial
Services Act 1986 in respect of its debt securities listed on the Official
List and admitted for trading by the London Stock Exchange.  Since
information was last provided in compliance with those obligations, the
Company, having made all reasonable enquiries, has not become aware of any
change in  circumstances which could reasonably be regarded as significantly
and adversely affecting its ability to meet its obligations in respect hereof
as they fall due.]5

This Permanent Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.

This Permanent Global Note shall not be valid unless authenticated by the
Agent.  This Permanent Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.

5  Delete in the case of all Notes other than Notes denominated in Sterling
and Notes in respect of which the proceeds are accepted by the Company in the
United Kingdom.

                                  Appendix B-2-4


<PAGE>


IN WITNESS WHEREOF, the Company has caused this Permanent Global Note to be
duly executed on its behalf.

Dated:
                                 TOYOTA MOTOR CREDIT CORPORATION

                                 By: _______________________________
                                 George E. Borst
                                 President and Chief Executive Officer

FISCAL AGENT'S CERTIFICATE       ATTEST:
OF AUTHENTICATION
This is one of the Permanent     ___________________________________
Global Notes described           Michael Deaderick
in the within mentioned          Secretary
Agency Agreement


By or on behalf of
  THE CHASE MANHATTAN BANK
  as Fiscal Agent

By: ____________________________
(Authorized Signatory)



                               Appendix B-2-5


<PAGE>



SCHEDULE ONE
PART I
INTEREST PAYMENTS

                                                               CONFIRMATION
                                                               OF PAYMENT
                             TOTAL AMOUNT                      BY OR ON
INTEREST        DATE OF      OF INTEREST        AMOUNT OF      BEHALF OF
PAYMENT DATE    PAYMENT      PAYABLE            INTEREST PAID  THE COMPANY

First           _______      ____________       _____________  ____________
Second          _______      ____________       _____________  ____________




                                  Appendix B-2-6


<PAGE>



SCHEDULE ONE
PART II
INSTALLMENT PAYMENTS

                                                               CONFIRMATION
                             TOTAL AMOUNT                      OF
                             OF                 AMOUNT OF      PAYMENT BY
INTEREST        DATE OF      INSTALLMENTS       INSTALLMENTS   OR ON BEHALF
PAYMENT DATE    PAYMENT      PAYABLE            PAID           OF THE COMPANY

First           _______      ____________       ____________   ______________
Second          _______      ____________       ____________   ______________



                                  Appendix B-2-7

<PAGE>




SCHEDULE TWO
SCHEDULE OF EXCHANGES OF A TEMPORARY
GLOBAL NOTE AND FOR DEFINITIVE NOTES
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following increases of this Permanent Global Note, exchanges of this
Permanent Global Note for Definitive Notes or redemptions or purchases and
cancellations of this Permanent Global Note have been made:

               Increase in
               Principal       Part of
               Amount of this  principal        Remaining
               Permanent       amount of this   amount payable
               Global Note     Permanent        under this
               Due to          Global Note      Permanent
               Exchanges of a  exchanged for    Global Note
Date of        Temporary       Definitive       following such
Exchange, or   Global Note     Notes or         exchange, or    Notation made
Redemption or  for this        redeemed or      redemption or   by or on
Purchase and   Permanent       purchased and    purchase and    behalf of the
Cancellation   Global Note     canceled         Cancellation    Company.

____________   ____________    _____________    _____________   ____________
____________   ____________    _____________    _____________   ____________


                                Appendix B-2-8


<PAGE>



APPENDIX B-3

DEFINITIVE NOTE OF
TOYOTA MOTOR CREDIT CORPORATION

[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987
(EXEMPT TRANSACTIONS) REGULATIONS 1997 (THE "BANKING ACT OF 1987") AND THIS
IS A [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY]1 ISSUED IN
ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987.
REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY INTEREST IN CONNECTION WITH
THIS [SHORTER TERM DEBT SECURITY/LONGER TERM DEBT SECURITY][1] HAVE NOT BEEN
GUARANTEED.][2]

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [3]

TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)

representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [       ]

The Notes represented by this Definitive Note have been listed on the
Official List and admitted for trading by The London Stock Exchange plc
(the "London Stock Exchange")[4]

------------------------------
[1]  Use the term "Shorter Term Debt Securities" in the case of Notes with a
maturity of one year to two years and 364 days and use the term "Longer Term
Debt Security" in the case of Notes with a maturity of three years or more.

[2]  Delete entire paragraph in the case of all Notes other than Notes
denominated in Sterling and Notes of which the issue proceeds are accepted by
the Company in the United Kingdom.
[3]  Use this legend in the case of Notes with a maturity of more than 183
days.  In the case of Notes with a maturity of 183 days or less, the
following legend should be used:  By accepting this obligation, the holder
represents and warrants that it is not a United States person (other than an
exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code
and the regulations thereunder) and that it is not acting for or on behalf of
a United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder.
[4]  Delete in the case of all Notes other than Notes listed on the London
Stock Exchange, or add reference to other Stock Exchange, if applicable.

                              Appendix B-3-1


<PAGE>

This Note is one of the series of notes of [Specified Currency and Principal
Amount of Series] ("Notes") each of Toyota Motor Credit Corporation (the
"Company").  References herein to the Conditions shall be to the Terms and
Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement (the "Pricing Supplement")
(which is reproduced on the reverse hereof) and, in the event of any conflict
between the provisions of the Conditions and the information set out in the
Pricing Supplement, the latter shall prevail.  Words and expressions defined
in the Conditions and the Pricing Supplement and not otherwise defined herein
shall have the same meanings when used herein.

This Note is issued subject to, and with the benefit of, the Conditions and
the Third Amended and Restated Agency Agreement (the "Agency Agreement."
which expression shall be construed as a reference to that agreement as the
same may be amended or supplemented from time to time) dated as of October 4,
2000, between the Company and The Chase Manhattan Bank (the "Agent") and the
other agents named therein; provided, however, that references to the
Conditions shall mean the Conditions in effect on the date of issue of the
Temporary Global Note that originally represented this Note and shall not be
affected by any amendments to the Conditions which occur thereafter.

For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date
the relevant Installment Amount] the [Maturity Date], or on such earlier date
as the Notes may become due and repayable in accordance with the Conditions,
the amount payable on redemption of this Note and to pay interest (if any) on
the principal amount of this Note calculated and payable as provided in the
Conditions.

Title to this Note and to any Coupon, Talon or Receipt appertaining hereto
shall pass by delivery.  The Company may treat the bearer hereof as the
absolute owner of this Note for all purposes (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or writing hereof or
notice of any previous loss or theft thereof).

[The Company has complied with its obligations under the relevant rules (as
defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997 (the
"Regulations") and under rules made under Section 142(6) of the Financial
Services Act 1986 in respect of its debt securities listed on the Official
List and admitted for trading by the London Stock Exchange.  Since
information was last provided in compliance with those obligations, the
Company, having made all reasonable enquiries, has not become aware of any
change in circumstances which could reasonably be regarded as significantly
and adversely affecting its ability to meet its obligations in respect hereof
as they fall due.][5]

This Note is governed by, and shall be construed in accordance with, the laws
of the State of New York, United States of America, applicable to agreements
made and to be performed wholly within such jurisdiction.

------------------------------
[5]Delete in the case of all Notes other than Notes denominated in Sterling
and Notes in respect of which the issue proceeds are accepted by the Company
in the United Kingdom.
                                   Appendix B-3-2

<PAGE>


This Note may be duly executed on behalf of the Company by manual or
facsimile signature.


                                     Appendix B-3-3


<PAGE>




IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on
its behalf.

Dated:                                TOYOTA MOTOR CREDIT CORPORATION

                                      By:
                                      George E. Borst
                                      President and Chief Executive Officer

FISCAL AGENT'S CERTIFICATE            ATTEST:
AUTHENTICATION
This is one of the Notes              _________________
described in the within               Michael Deaderick
mentioned Agency Agreement            Secretary

By or on behalf of
  THE CHASE MANHATTAN BANK
  as Fiscal Agent

By:
(Authorized Signatory)

[REVERSE OF NOTE - TERMS AND CONDITIONS OF THE NOTES]



                              Appendix B-3-4


<PAGE>

APPENDIX B-4

FORM OF COUPON

PART A

(Face of Coupon)

TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)

[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]


Series No.  [         ]

Part A

(Reverse of Coupon)

For Fixed Rate Notes:

This Coupon is payable to bearer,               Coupon No. F
Separately negotiable and subject to            Coupon for [     ]
The Terms and Conditions of the Note to         due on [    ]
Which it appertains                             [20 [    ]]
[SEAL]

ATTEST:                           TOYOTA MOTOR CREDIT CORPORATION

By:  __________________           By:  __________________
     Authorized Officer                Authorized Officer


ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.[1]

-------------------------------
[1]Use this legend in the case of Notes with a maturity of more than 183
days.  In the case of Notes with a maturity of 183 days or less, the
following legend should be used:  By accepting this obligation, the holder
represents and warrants that it is not a United States person (other than an
exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code
and the regulations thereunder) and that it is not acting for or on behalf of
a United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder).


                                  Appendix B-4-1


<PAGE>


APPENDIX B-4

FORM OF COUPON

PART B

(Face of Coupon)

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.[1]

For Floating Rate, Dual Currency and Index Linked Notes:


Coupon for the amount due in accordance                Coupon No. F
With the Terms and Conditions of the                   Coupon due in
Said Notes.  This Coupon is payable to                 [    ]
Bearer, separately negotiable and                      [20[   ]]
Subject to such Terms and Conditions of
The Note to which it appertains, under
Which it may become void before its due
Date.


[SEAL]

ATTEST:                                      TOYOTA MOTOR CREDIT CORPORATION

By:                                          By:
    Authorized Officer                            Authorized Officer


[1]Use this legend in the case of Notes with a maturity of more than 183
days.  In the case of Notes with a maturity of 183 days or less, the
following legend should be used:  By accepting this obligation, the holder
represents and warrants that it is not a United States person (other than an
exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code
and the regulations thereunder) and that it is not acting for or on behalf of
a United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder).





                                  Appendix B-4-2

<PAGE>




(Reverse of Coupon)
ISSUING AND PRINCIPAL PAYING AGENT AND AGENT BANK

The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT

PAYING AGENT

Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Company
and notice of which has been given to the Noteholders.



                                Appendix B-4-3

<PAGE>




APPENDIX B-5
FORM OF RECEIPT
(On the front)

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.[5]

TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)

[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]


Series No. [         ]
Receipt for the sum of [        ] being the installment of principal payable
in accordance with the Terms and Conditions endorsed on the Note to which
this Receipt appertains (the "Conditions") on [           ].
This Receipt is issued subject to and in accordance with the Conditions which
shall be binding upon the holder of this Receipt (whether or not it is for
the time being attached to such Note) and is payable at the specified office
of any of the Paying Agents set out on the reverse of the Note to which this
Receipt appertains (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to
the Noteholders).

-----------------------------
[5]Use this legend in the case of Notes with a maturity of more than 183
days.  In the case of Notes with a maturity of 183 days or less, the
following legend should be used:  By accepting this obligation, the holder
represents and warrants that it is not a United States person (other than an
exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code
and the regulations thereunder) and that it is not acting for or on behalf of
a United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder).


                                  Appendix B-5-1

<PAGE>




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

[SEAL]

ATTEST:                                 TOYOTA MOTOR CREDIT CORPORATION

By:                                     By:
    Authorized Officer                       Authorized Officer



                               Appendix B-5-2

<PAGE>





APPENDIX B-6
FORM OF TALON

(On the front)

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)

[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]

Series No. [         ]
On and after [          ] further Coupons [and a further Talon] appertaining
to the Note to which this Talon appertains will be issued at the specified
office of any of the Paying Agents set out on the reverse hereof (and/or any
other or further Paying Agents and/or specified offices as may from time to
time be duly appointed notified to the Noteholders) upon production and
surrender of this Talon.
This Talon may, in certain circumstances, become void under the Terms and
Conditions endorsed on the Notes to which this Talon appertains.

[SEAL]

ATTEST:                                 TOYOTA MOTOR CREDIT CORPORATION

By:                                     By:
    Authorized Officer                      Authorized Officer



                                   Appendix B-6-1

<PAGE>






(Reverse of Talon)
ISSUING AND PRINCIPAL PAYING AGENT

The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT

PAYING AGENT

Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg

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

                            Appendix B-6-2

<PAGE>



APPENDIX C
FORM OF CALCULATION AGENCY AGREEMENT
Dated ____________, 20__
TOYOTA MOTOR CREDIT CORPORATION
U.S. $16,000,000,000
EURO MEDIUM-TERM NOTES


CALCULATION AGENCY AGREEMENT


                                    Appendix C-1

<PAGE>





TOYOTA MOTOR CREDIT CORPORATION
U.S.$16,000,000,000
EURO MEDIUM-TERM NOTE
CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on __________, 20__ BETWEEN:

(1)TOYOTA MOTOR CREDIT CORPORATION of Torrance, California, U.S.A (the
"Company"); and
(2)[name of calculation agent] (the "Calculation Agent", which expression
shall include its successor or successors for the time being as calculation
agent hereunder).

WHEREAS:

A.The Company has entered into the Third Amended and Restated Program
Agreement with Merrill Lynch International, BNP Paribas, Credit Suisse First
Boston (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities
Ltd., Morgan Stanley & Co. International Limited, Nomura International plc,
and UBS AG, acting through its business group UBS Warburg, dated October 4,
2000 (as amended, the "Program Agreement"), under which $16,000,000,000 (or
its equivalent in other currencies) in aggregate principal amount of Notes
("Notes") may be outstanding.

B.The Notes will be issued subject to and with the benefit of the Third
Amended and Restated Agency Agreement, dated as October 4, 2000 (as amended,
the "Agency Agreement") among the Company, The Chase Manhattan Bank (the
"Agent," which expression shall include its successor or successors for the
time being under the Agency Agreement) and Chase Manhattan Bank Luxembourg
S.A. (the "Paying Agent," which expression shall include its successor or
successors for the time being under the Agency Agreement).

NOW IT IS HEREBY AGREED that:
(1)Appointment of the Calculation Agent
The Company hereby appoints [name of calculation agent] as Calculation Agent
in respect of the Notes listed in the Schedule hereto which are for the time
being outstanding (the "Relevant Notes") for the purposes set out in Clause 2
below, all upon terms and conditions hereinafter mentioned.
(2)Duties of Calculation Agent
(a)The Calculation Agent shall in relation to each series of Relevant Notes
(each a "Series") perform all the functions and duties imposed on the


                              Appendix C-2


<PAGE>

Calculation Agent by the terms and conditions of the relevant Series (the
"Conditions"). Without limiting the foregoing, the Calculation Agent shall
calculate, to the extent applicable, the Rate of Interest, Interest Amount,
Interest Payment Date, principal and all other amounts, rates and dates which
are required to be determined or calculated under the Conditions for the
Relevant Notes and shall communicate such calculations to the Company and the
Agent as soon as practicable after such calculations are determined, but in
any event, within time periods sufficient to enable the Agent to publish the
results of such determinations in accordance with the terms of the Agency
Agreement.
(3)Expenses
Except as provided in Clause 4 below, the Calculation Agent shall bear all
expenses incurred by it in connection with its said services.

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

(5)Conditions of Appointment
(a)In acting hereunder in connection with the Relevant Notes, the Calculation
Agent shall not act as agent of the Company and shall not thereby assume any
obligations towards or relationship of agency or trust for or with any of the
owners or holders of the Relevant Notes or the coupons (if any) appertaining
thereto (the "Coupons").
(b)In relation to each Series, the Calculation Agent shall be obliged to
perform such duties and only such duties as are herein and in the Conditions


                              Appendix C-3


<PAGE>

specifically set forth and no implied duties or obligations shall be read
into the Agreement or the Conditions against the Calculation Agent.

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

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

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

(6)Termination of Appointment

(a)The Company may terminate the appointment of the Calculation Agent at any
time by giving to the Calculation Agent and the Agent at least 90 days prior
written notice to that effect, provided that, so long as any of the Relevant
Notes is outstanding, (i) such notice shall not expire less than 45 days
before any date upon which any payment is due in respect of any Relevant
Notes and (ii) notice shall be given in accordance with Condition 16 at least
30 days prior to any removal of the Calculation Agent.

(b)Notwithstanding the provisions of Subclause 6(a) above, if at any time (i)
the Calculation Agent becomes incapable of action, or is adjudged bankrupt or
insolvent, or files a voluntary petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the appointment of an
administrator, liquidator or administrative or other receiver of all or a
substantial part of its property, or if an administrator, liquidator or
administrative or other receiver of it or of all or a substantial part of its
property is appointed, or it admits in writing its inability to pay or meet
its debts as they may become due or suspends payment thereof or if any order
of any court is entered approving any petition filed by or against it under
the provisions of any applicable bankruptcy or insolvency law or if any
public officer takes charge or control of the Calculation Agent or of its
property or affairs for the purpose of rehabilitation, administration or

                             Appendix C-4

<PAGE>

liquidation or (ii) the Calculation Agent fails duly to perform any function
or duty imposed on it by the Conditions and this Agreement, the Company may
forthwith without notice terminate the appointment of the Calculation Agent,
in which event notice thereof shall be given to the holders of the Relevant
Notes in accordance with Condition 16 of the Relevant Notes as soon as
practicable thereafter.

(c)The termination of the appointment pursuant to Subclause 6(a) or 6(b)
above of the Calculation Agent hereunder shall not entitle the Calculation
Agent to any amount by way of compensation but will be without prejudice to
any amount then accrued and due.

(d)The Calculation Agent may resign its appointment hereunder at any time by
giving to the Company and the Agent at least 90 days prior written notice to
that effect. Following receipt of a notice of resignation from the
Calculation Agent, the Company shall promptly give notice thereof to the
holders of the Relevant Notes in accordance with Condition 16 of the Relevant
Notes.

(e)Notwithstanding the provisions of Subclauses 6(a), 6(b) and 6(d) above, so
long as any of the Notes is outstanding, the termination of the appointment
of the Calculation Agent (whether by the Company or by the resignation of the
Calculation Agent) shall not be effective unless upon the expiry of the
relevant notice a successor Calculation Agent has been appointed.

(f)Any successor Calculation Agent appointed hereunder shall execute and
deliver to its predecessor and the Company an instrument accepting
appointment hereunder, and thereupon such successor Calculation Agent,
without further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as the Calculation Agent
hereunder.

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

(h)Any corporation into which the Calculation Agent for the time being may be
merged or converted or any corporation with which the Calculation Agent may
be consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Calculation Agent shall be a party shall, to the
extent permitted by applicable law, be the successor Calculation Agent under
this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto. Notice of any such merger,
conversion or consolidation shall forthwith be given to the Company and the
Agent.


                               Appendix C-5

<PAGE>


(i)Upon the termination of the appointment of the Calculation Agent, the
Company shall make all reasonable efforts to appoint a further bank or
investment bank as successor Calculation Agent.

(7)Notices
Any notice or communication given hereunder shall be sufficiently given or
served:

(a)if delivered in person to the relevant address specified below and, if so
delivered, shall be deemed to have been delivered at time of receipt; or

(b)if sent by facsimile or telex to the relevant number specified below,
shall be deemed to have been delivered upon transmission provided such
transmission is confirmed by the answerback of the recipient (in the case of
telex) or when an acknowledgment of receipt is received (in the case of
facsimile):

The Company:    TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Telephone:  (310) 468-4001
Telefax:  (310) 468-6194
Attention:  Vice President, Treasury

The Calculation Agent:
or to such other address and/or telex number of which notice in writing has
been given to the parties hereto in accordance with the provisions of this
Clause 7.

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

(9)Counterparts
This Agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts
shall together constitute one instrument.

(10)Governing Law
This Agreement is governed by, and shall be construed in accordance with, the
laws of the State of New York, United States of America, applicable to
agreements made and to be performed wholly within such jurisdiction.

                              Appendix C-6

<PAGE>



IN WITNESS WHEREOF, this Agreement has been entered into as of the day and
year first above written.

                                   TOYOTA MOTOR CREDIT CORPORATION

                                   By:
                                   George E. Borst
                                   President and Chief Executive Officer

                                  [NAME OF CALCULATION AGENT]
                                   By:


                           Appendix C-7

<PAGE>







SCHEDULE OF RELEVANT NOTES

                                                              Annotation
                                                              By
Series                          Maturity       Principal      Calculation
Number       Issue Date         Date           Amount         Agent
______       __________         ________       _________      ___________
______       __________         ________       _________      ___________


                                Appendix C-8

<PAGE>




APPENDIX D
FORM OF OPERATING & ADMINISTRATIVE
PROCEDURES MEMORANDUM

[[[THIS WILL BE FINALIZED WHEN OFFERING CIRCULAR IS COMPLETED]]]
Purchasers must confirm all trades directly with Toyota Motor Credit
Corporation (the "Company") and the Agent.

1.RESPONSIBILITIES OF THE AGENT
The Agent will be responsible for the following:

(1)in the case of Notes which are to be listed on a stock exchange (the
"relevant Stock Exchange"), distributing to the relevant Stock Exchange such
number of copies of the Pricing Supplement as it may reasonably require;

(2)where applicable, providing to the German Central Bank, at the end of each
calendar month, information on the amount, interest rate and other terms of
each issue of Deutsche Mark denominated Notes during the month, and such
other information as the German Central Bank may require from time to time;

(3)where applicable, providing the Ministry of Finance of Japan with all
required notifications and reports (including any monthly reports as to
amounts, issue dates and other terms of each Tranche of Yen-denominated
Notes); and

(4)where applicable, providing the Direction du Tresor with notification of
the amount, interest rate and other terms of each issue of French Franc Notes
and such other information as the Direction du Tresor may require from time
to time.

2.RESPONSIBILITIES OF THE LISTING AGENT/LEAD MANAGER/DEALER
(1)The Lead Manager/Dealer shall be responsible for preparing a Pricing
Supplement (substantially in the form of Annex B hereto) to the Offering
Circular giving details of the Notes to be issued and providing the Pricing
Supplement and a letter in the form set out in Annex C attached hereto to the
Agent and the Company;

(2)In the case of Notes to be listed on a Stock Exchange, the Listing Agent
or Lead Manager will be responsible for the following:

(a)For Notes (including French Franc Notes) to be listed on the Paris Bourse,
(i) obtaining the approval of the SBF to such listing, (ii) obtaining the
approval of the COB to the Pricing Supplement relating to such Notes and
(iii) publishing the notice legale relating to such Notes in the BALO; and



                               Appendix D-1

<PAGE>


(b)in the case of all other Notes to be listed on a Stock Exchange, ensuring
compliance with the Listing Rules and obtaining all necessary approvals for
listing the Notes on the relevant Stock Exchange. The Company recognizes with
respect to this Clause 2(2)(b) its continuing obligation so long as any Notes
under the Program are outstanding to apprise the applicable Dealers of any
material adverse change in its consolidated financial position or its
business operations.

3.RESPONSIBILITIES OF THE COMPANY
(1)The Company shall execute and deliver the Pricing Supplement to the Agent
and the Lead Manager/Dealer.

4.SETTLEMENT
The settlement procedures set out in Annex A shall apply to each issue of
Notes, unless otherwise agreed between the Company and the relevant Dealer or
Dealers; with issues of Dual Currency or Index Linked Notes more time may be
felt to be required to settle documentation which is not specifically
included in the Agency Agreement.
Trading Desk Information list is set out in Annex D.


                                Appendix D-2
<PAGE>


ANNEX A
SETTLEMENT PROCEDURES****

DAY           LATEST TIME       ACTION

No later      3:30 p.m.         The Company or its designated agent may agree
Than Issue                      to terms with one or more of the Purchasers
Date minus 3                    for the issue and purchase of Notes. Once
                                agreement is reached, the Company or its
                                designated agent telephones the Agent (to
                                be confirmed by the telex or facsimile
                                referred to below) to instruct it to prepare,
                                complete, authenticate and issue a Temporary
                                Global Note for each Series of Notes which
                                are to be purchased by the relevant
                                Purchaser(s), giving details of such Notes.
              4:00 p.m.          If a Purchaser has reached agreement with
                                 the Company by telephone, such Purchaser
                                 confirms the terms of the agreement by
                                 sending to the Company a Pricing Supplement
                                (substantially in the form set out in
                                 Annex B) by telex or facsimile together with
                                 a letter in the form set forth in Annex C
                                 and copies the telex or facsimile to the
                                 Agent.

              5:00 p.m.          The Company or its designated agent confirms
                                 its instructions to the Agent (including, in
                                 the case of Floating Rate Notes, for the
                                 purposes of rate fixing) by executing the
                                 Pricing Supplement sent to the Company by
                                 the Purchaser and delivering such executed
                                 copy of the Pricing Supplement to the Agent
                                 and the Purchaser by telex or facsimile.

                                 The Agent telephones each of Euroclear,
                                 Clearstream or such other relevant clearing
                                 agency with a request for a common code and
                                 ISM number, if applicable, for each Series
                                 of Notes agreed to be issued, which Common
                                 Code and ISIN numbers, if applicable, are
                                 notified by the Agent by telephone to the
                                 Company or its designated agent and each
                                 Purchaser which has reached agreement with
                                 the Issuer. The Agent also notifies the
                                 relevant Stock Exchange by telex, facsimile
                                 or by hand of the details of the Notes to be
                                 issued by sending the Pricing Supplement to
                                 the relevant Stock Exchange.

-----------------------------
****  In the case of a syndicated bond issue, certain of the Settlement
Procedures set forth below will be revised as appropriate.

                                    Appendix D-3
<PAGE>
Issue Date    3:00 p.m.          In the case of Floating Rate Notes or Index
Minus 2 days                     Linked Interest Notes, the Agent notifies
                                 Euroclear, Clearstream or such other
                                 relevant clearing agency, the Company, the
                                 relevant Purchaser(s) and the relevant Stock
                                 Exchange by telex or facsimile of the
                                 interest rate for the first interest period
                                (if already determined). Where the interest
                                 has not yet been determined, this will be
                                 notified in accordance with this paragraph
                                 as soon as it has been determined.

                                 The relevant Purchaser(s) instruct(s)
                                 Euroclear, Clearstream or such other
                                 relevant clearing agency to debit its
                                 account and pay the subscription price,
                                 against delivery of the Notes, to the
                                 Agent's account with Euroclear, Clearstream
                                 or such other relevant clearing agency on
                                 the Issue Date and copies the instructions
                                 to the Agent.

Issue Date    3:00 p.m.         The Agent prepares and authenticates a
Minus 1                         Temporary Global Note for each Series of
                                Notes which are to be purchased by the
                                relevant Purchaser(s) on the Issue Date.
                                All Temporary Global Notes are then
                                delivered by the Agent to a common depositary
                                for Euroclear, Clearstream and/or such other
                                relevant clearing agency specified in the
                                related Pricing Supplement and instructions
                                are given by the Agent to Euroclear,
                                Clearstream or such other relevant clearing
                                agency, as the case may be, to credit the
                                Notes represented by such Temporary Global
                                Notes to the Agent's distribution account.
                                The Agent further instructs Euroclear,
                                Clearstream or such other relevant clearing
                                agency, as the case may be, to debit from the
                                distribution account the principal amount of
                                Notes of each Series which each Purchaser has
                                agreed to purchase and to credit such
                                principal amount to the account of such
                                Purchaser with Euroclear, Clearstream or such
                                other relevant clearing agency, against
                                payment to the account of the Agent of the
                                subscription price for the relevant Notes for
                                value on the Issue Date. The Company, the
                                Purchaser(s) and the Agent may agree to
                                arrange for "free delivery" to be made
                                through the relevant clearing system if
                                specified in the relevant Pricing Supplement.

Issue Date                      Euroclear, Clearstream or such other relevant
                                clearing agency, as the case may be, debit
                                and credit accounts in accordance with
                                instructions received by them.
                              Appendix D-4
<PAGE>

                                The Agent pays to the Company the aggregate
                                subscription moneys received by it to such
                                account as the Company shall notify to the
                                Agent.

On or sub-                      The Agent notifies the Company of the issue
Sequent to                      of Notes giving details of each Temporary
The Issue                       Global Note and the principal sum represented
Date                            thereby.

                                Upon certification by the participating
                                Dealer or Dealers to the Agent that the
                                distribution with respect to a particular
                                Tranche of Notes has been completed, the
                                Agent shall determine and certify to
                                Clearstream, Euroclear or such other relevant
                                clearing agency the applicable Exchange Date.



Explanatory Notes to Settlement Procedures
(a)Each "Day" is a day on which banks and foreign exchange markets are open
for general business in London (including dealings in foreign exchange and
foreign currency deposits), counted in reverse order from the proposed Issue
Date.
(b)The "Issue Date" must be a Business Day.  For the purposes of this
Memorandum, "Business Day" means a day which is both:
a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and
foreign currency deposits) in London; and
(i) in relation to Notes denominated in a Specified Currency other than euro,
a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and
foreign currency deposits) in the principal financial center of the country
of the relevant Specified Currency (if other than London), or (ii) in
relation to Notes denominated in euro, a day on which the TARGET system is
open.  Unless provided otherwise in the applicable Pricing Supplement, the
principal financial center of any country shall be as provided in the ISDA
Definitions (except in the case of New Zealand and Australia, where the
principal financial center will be as specified in the Pricing Supplement).
(c)Times given are the approximate times for the taking of the action in
question and are references to London time.  Such times can be modified upon
the mutual agreement of the Purchaser, the Agent and the Company.
(d)If at any time the Agent is notified by the Company or the relevant Stock
Exchange that the listing of a Series of Notes has been refused or otherwise
will not take place, the Agent shall immediately notify the Company, the
Dealer and all the relevant Purchaser(s) (if not the Dealer).


                              Appendix D-5

<PAGE>





ANNEX B TO APPENDIX D
FORM OF PRICING SUPPLEMENT
(to be completed by the head Manager /Dealer and executed by the Company)

PRICING SUPPLEMENT

TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California)

U.S. $16,000,000,000
Euro Medium-Term Note Program

for the issue of Notes
with maturities of 1 month or longer

Series No.
[aggregate nominal amount of issue]
[title and due date of Notes]




Issue price: [              ] per cent




[Dealer name]






The date of this Pricing Supplement is [                     ]


                                   Appendix D-6

<PAGE>




Toyota Motor Credit Corporation

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the U.S. $16,000,000,000
Euro Medium-Term Note Program

[The Notes constitute [commercial paper/shorter term debt securities/longer
term debt securities]* issued in accordance with regulations made under section
4 of the Banking Act 1987. The Issuer of the Notes is not an authorized
institution or a European authorized institution (as such terms are defined in
the Banking Act 1987 (Exempt Transactions) Regulations 1997). Repayment of the
principal and payment of any interest or premium in connection with the Notes
has not been guaranteed].**
This document constitutes the Pricing Supplement relating to the issue of
Notes described herein. Terms used herein shall be deemed to be defined as
such for the purposes of the Terms and Conditions set forth in the Offering
Circular dated October 4, 2000. This Pricing Supplement must be read in
conjunction with such Offering Circular, including all documents incorporated
by reference therein.
[Include whichever of the following apply or specify as "Not Applicable" (N/A).
Note that the numbering should remain as set out below, even if "Not
Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics
denote directions for completing the Pricing Supplement.]

[(i)] Series Number                       [         ]
      [(ii)] Tranche Number               [Delete if not applicable]
                                          (If fungible with an existing Series,
                                          details of that Series, including the
                                          date on which the Notes become
                                          fungible)

Specified Currency (or Currencies in
the case of Dual Currency Notes):        [        ]



Aggregate Nominal Amount
       [i] Series:                        [          ]
       [ii]Tranche                        [Delete if not applicable]
Issue Price of Tranche:                   [    ] per cent.


----------------------------------------
*Include "commercial paper" if Notes must be redeemed before their first
anniversary. Include "shorter term debt securities" if Notes may not be
redeemed before their first anniversary but must be redeemed before their third
anniversary. Include "longer term debt securities" if Notes may not be redeemed
before their third anniversary.
** Unless otherwise permitted, text to be included for all Notes (including
Notes denominated in Sterling) in respect of which the issue proceeds are
accepted by TMCC in the United Kingdom.

                                   Appendix D-7

<PAGE>


Specified Denominations:                  [    ]
[(i)] Issue Date:                         [    ]
      [(ii)] Interest Commencement
Date (if different from the Issue
Date):                                     [    ]
Maturity Date:                             [    ]
Interest Basis                             [Fixed Rate]
                                           [Floating Rate]
                                           [Zero Coupon]
                                           [Index Linked Interest]
                                           [specify other]
                                           (further particulars specified
                                            below)

Redemption/Payment Basis:                  [Redemption at par]
                                           [Index Linked Redemption]
                                           [Dual Currency]
                                           [Partly Paid]
                                           [Installment]
                                           [specify other]

Change of Interest Basis or               [Specify details of any provision
Redemption/Payment Basis:                 for change of Notes into another
                                           Interest Basis or Redemption/Payment
                                           Basis]

Listing:                                  [London/specify other/None]

Method of distribution:                  [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Fixed Rate Note Provisions (and, to
the extent applicable, Dual Currency     [Applicable/Not Applicable]
Notes, Index Linked Redemption Notes,    (If not applicable, delete the
Partly Paid Notes and Installment         remaining sub-paragraphs of this
Notes):                                    paragraph)

(i)   Fixed Rate [(s)] of Interest:       [        ] per cent. per annum
                                          [payable [annually/semi-annually/
                                          quarterly] in arrear]
(ii)  Interest Payment Date(s):           [            ] in each year
(iii) Fixed Coupon Amount(s):             [           ] per [         ]
                                          in nominal amount
(iv)  Broken Amount(s):                  [Insert particulars of any initial
                                          or final broken interest amounts
                                          which do not correspond with the
                                          Fixed Coupon Amount]

(v)   Fixed Day Count Fraction:           [30/360 or Actual/Actual (ISMA)
                                           or Actual/Actual (ISDA) or specify
                                           other]


                                  Appendix D-8
<PAGE>
(vi)  Business Day Convention:            [Following Business Day
                                           Convention/Modified Following
                                           Business Day Convention/specify
                                           other]

(vii) Applicable Business Centers for
purposes of "Business Day"
Definition:                               [London/specify others]

(viii)Other terms relating to
the method of calculating interest
for Fixed Rate Notes:                     [None/Give details]

Floating Rate Note Provisions (and,
to the extent applicable, Dual           [Applicable/Not Applicable]
Currency Notes, Index Linked Notes,      (If not applicable, delete the
Partly Paid Notes and Installment         remaining sub-paragraphs of this
Notes):                                    paragraph)

(i)   Specified Period(s)/Specified
Interest.  Payment Dates:                 [     ]

(ii)  Business Day Convention:            [Floating Rate
                                           Convention/Following Business Day
                                           Convention/Modified Following
                                           Business Day Convention/Preceding
                                           Business Day Convention/ [specify
                                           other]]

(iii) Applicable Business
Centers for purposes of "Business
Day" Definition:                         [London/specify others]

(iv)  Manner in which the Rate of
Interest and Interest Amount is to be    [Screen Rate Determination/ISDA
determined:                               Determination/[specify others]]

(v)   Calculation Agent responsible
for calculating the Rate of Interest
and Interest Amount (if not the Agent):  [    ]

(vi)  Screen Rate Determination
                Reference Rate            [           ]

                                         (Either LIBOR, EURIBOR or other,
                                          although additional information may
                                          be required if other - including any
                                          amendment to fallback provisions in
                                          the Conditions)

Relevant Screen Page:                     [     ]
                                          (In the case of EURIBOR, if not
                                           Telerate 248 ensure it is a page
                                           which shows a composite rate)


                               Appendix D-9

<PAGE>
Applicable "Reference Banks"
Definition (if different from that        [Same as Condition
In Condition 4(b)(iv)(E):                  4(b)(iv)(E)/specify other]

Applicable "Interest Determination
Date" definition (if different from       [Same as Condition
that in Condition 4(b)(iv)(F)):            4(b)(iv)(F))/specify other]

(vii) ISDA Determination

Floating Rate Option:                     [          ]

Designated Maturity:                      [          ]

Reset Date:                               [          ]

(viii)Margin(s):                          [+/-][        ] per cent.
                                          per annum

(ix)  Minimum Rate of Interest:           [                ] per cent.
                                          per annum

(x)   Maximum Rate of Interest            [                ] per cent.
                                          per annum

(xi)  Day Count Fraction:                 [Actual/365, Actual/Actual,
                                           Actual/365(Fixed), Actual/360,
                                           30/360, 360/360, Bond Basis,
                                           30E/360 or Eurobond Basis/specify
                                           other]

(xii) Rounding provisions and any
other terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set
out in the Conditions:                   [                ]

Zero Coupon Note Provisions:             [Applicable/Not Applicable]
                                          (If not applicable, delete the
                                           remaining sub-paragraphs of this
                                           paragraph)

(i)    Accrual Yield:                    [                ] per cent.
                                           per annum

(ii)   Reference Price:                  [            ]
(iii)  Any other formula/basis of
determining amount payable:               [            ]

(iv)   Business Day Convention:           [Following Business Day
                                           Convention/Modified Following
                                           Business Day Convention/specify
                                           other]

(v)    Applicable Business Centers
for purposes of "Business Day"
Definition:                              [London/specify others]
                             Appendix D-10
<PAGE>
(vi)   Calculation Agent responsible
for calculating the amount due (if
not the Agent):                          [                 ]

Index Linked Interest Note                [Applicable/Not Applicable]
Provisions:                               (If not applicable, delete the
                                           remaining sub-paragraphs of this
                                           paragraph)

(i)    Index/Formula:                     [give or annex details]
(ii)   Calculation Agent responsible
for calculating the principal and/or
interest due (if not the Agent):          [              ]

(iii)  Provisions for determining
Coupon where calculation by
reference to Index and/or Formula is
impossible or impracticable:             [              ]

(iv)   Specified Period(s)/Specified
Interest Payment Dates:                   [              ]

(v)    Business Day Convention:           [Floating Rate
                                           Convention/Following Business Day
                                           Convention/Modified Following
                                           Business Day Convention/Preceding
                                           Business Day Convention/specify
                                           other]

(vi)   Applicable Business Centers
for purposes of "Business Day"
definition:                               [London/specify other]

(vii)  Minimum Rate of Interest:          [                ] per cent.
                                          per annum
(viii) Maximum Rate of
Interest:                                 [        ] per cent. Per annum.

(ix)   Day Count Fraction:                [              ]

Index Linked Redemption Note             [Applicable/Not Applicable]
Provisions:                              (If not applicable, delete the
                                          remaining sub-paragraphs of this
                                          paragraph)

(i)    Index/Formula:                       [give or annex details]

(ii)   Calculation Agent responsible
 for calculating the principal and/or
 interest due (if not the Agent):         [             ]

(iii)  Provisions for determining
payments where calculation by
reference to Index and/or Formula
is impossible or impractical:             [             ]


                           Appendix D-11
<PAGE>
Dual Currency Note Provisions:            [Applicable/Not Applicable]
                                           (If not applicable, delete the
                                            remaining sub-paragraphs of this
                                            paragraph)

(i)    Rate of Exchange/method of
calculating Rate of Exchange:              [give details]

(ii)   Calculation Agent, if any,
 responsible for calculating the
principal and/or interest payable
(if not the Agent):                       [              ]

(iii)  Provisions applicable where
calculation by reference to Rate(s)
of Exchange impossible or impractical:    [              ]

(iv)   Person at whose option
Specified Currency(ies) is/are
payable:                                  [              ]

PROVISIONS RELATING TO REDEMPTION

TMCC's Optional Redemption:               [Yes/No]
                                           (If not applicable, delete the
                                            remaining sub-paragraphs of this
                                            paragraph)

(i)    Optional Redemption Date(s):       [              ]

(ii)   Optional Redemption Amount(s)
and method, if any, of calculation
of such amount(s):                         [              ]

(iii)  If redeemable in part:

(a)   Minimum Redemption Amount:           [              ]
(b)   Higher Redemption Amount:            [              ]

(iv)  The applicable period for
notice to Noteholders (if different
from that set out in Condition            [Same as Condition 5(d)/specify
5(d)):                                     other]

(v)   The applicable period for
notice to the Agent (if different
from that set out in Condition 5(d)):     [Same as Condition 5(d)/specify
                                           other]
Redemption at the option of the           [Yes/No]
Noteholders:                              (If not applicable, delete the
                                            remaining sub-paragraphs of this
                                            paragraph)

(i)    Optional Redemption Date(s):       [            ]
(ii)   Optional Redemption Amount(s)
and method, if any, of calculation of
such amount(s):                           [            ]
                                   Appendix D-12
<PAGE>
(iii)  Other details:                     [            ]

Final Redemption Amount:                  [Par/specify other/see Appendix]

Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method of calculating the same (if
 required or if different from that
 set out in Condition 5(f)):              [              ]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes:                            [Temporary global Note exchangeable
                                            for a permanent global Note which
                                            is exchangeable for definitive
                                            Notes [only if (as described more
                                            fully in the Conditions) (a) there
                                            should be an Event of Default; (b)
                                            Euroclear, Clearstream, Luxembourg
                                            and any other relevant clearance
                                            system are all no longer willing or
                                            able to properly discharge their
                                            responsibilities and the Agent and
                                            TMCC are unable to locate a
                                            qualified successor; (c) upon the
                                            election of TMCC; or (d) upon 90
                                            days written notice of any
                                            Noteholder, all as set forth more
                                            fully in the Conditions/specify
                                            other]

                                           [Temporary Global Note exchangeable
                                            for Definitive Notes on and after
                                            the Exchange Date.]

Other special provisions relating
to Payment Dates:                          [Not Applicable/give details]

Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons mature):       [Yes/No. If yes, give details]

Details relating to Partly Paid
 Notes: including, without
limitation, amount of each
payment comprising the Issue Price
and date on which each
payment is to be made and
consequences (if any) of failure to
pay, including any right of TMCC to
forfeit the Notes and interest due on
late payment:                             [Not Applicable/give details]

Details relating to Installment Notes:   [Applicable/Not Applicable]
                                          (If not applicable, delete the
                                           remaining subparagraphs of this
                                  Appendix D-13
<PAGE>
                                           paragraph)

(i)    Installment Amounts:                [            ]
(ii)   Installment Dates:                  [            ]
(iii)  Other details:                      [            ]

Whether the Notes will be subject to      [Yes/No](If yes, specify
redenomination or exchange into            particular provision(s)
euro:                                      applicable in full)

Whether Notes are convertible at
option of TMCC/Holder into Notes of
 another Interest/Payment Basis,
Date of Conversion or Option
Exercise/Interest Payment
Basis/other relevant terms:               [           ]

Further Issues and Consolidation:         [TMCC may from time to time,
                                            without the consent of the holders
                                            of Notes, Receipts or Coupons of
                                            this Series, create and issue
                                            further Notes of this Series having
                                            the same terms and conditions as
                                            the Notes (or the same terms and
                                            conditions save for the first
                                            payment of interest thereon and the
                                            Issue Date thereof) so that the
                                            same shall be consolidated and form
                                            a single Series with the
                                            outstanding Notes and references
                                            in the Conditions to "Notes" shall
                                            be construed accordingly.]

Cost, if any, to be borne by
Noteholders in connection with
exchanges for security printed
definitive Notes:                          [           ]

Other terms or special conditions:         [Not Applicable/give details]

DISTRIBUTION

(i)    If syndicated, names of
Managers:                                  [Not Applicable/give names]

(ii)   Stabilizing Manager (if any):       [Not Applicable/give name]

If non-syndicated, name of relevant
Dealer:                                   [            ]

Additional selling restrictions:           Selling restrictions, including
                                            those applicable to the United
                                            States and United Kingdom are set
                                            out in the Offering Circular and
                                            Appendix B to the Third Amended and
                                            Restated Program Agreement dated
                                            October 4, 2000, as amended [and
                                   Appendix D-14
<PAGE>
                                            the Syndicate Purchase Agreement
                                            dated [      ], among the Dealers
                                            and the Company].

OPERATIONAL INFORMATION

Any clearing system(s) other than
 Euroclear and Clearstream,
Luxembourg and the relevant                [Not Applicable/give name(s) and
identification numbers(s):                  number(s)]

Delivery:                                    Delivery [against/free of] payment

Additional Paying Agent(s) (if any):       [           ]

Purchaser's account number with
[Euroclear/Clearstream, Luxembourg]
to which the Notes are to be credited:     [           ]

The text set out below is required only for Notes in respect of which the
issue proceeds are accepted by TMCC in the United Kingdom and which are to be
listed on the Official List and admitted for trading by the London Stock
Exchange. The text set out below may be deleted if TMCC is relying on any of
Regulation 13(4)(c) to (g) of the Banking Act 1987 (Exempt Transactions)
Regulations 1997.

TMCC confirms that:
(a) as of the date hereof, it has complied with its obligations under the
relevant rules (as defined in the Banking Act 1987 (Exempt Transactions)
Regulations 1997) in relation to the admission to and continuing listing of the
Program and of any previous issues made under it and listed on the same
exchange as the Program;

(b) it will have complied with its obligations under the relevant rules in
relation to the admission to listing of the Notes by the time when the Notes
are so admitted; and

(c) as of the date hereof, it has not, since the last publication, if any, in
compliance with the relevant rules of information about the Program, any
previous issues made under it and listed on the same exchange as the Program,
or the Notes, having made all reasonable enquires, become aware of any change
in circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations as issuer in respect of
the Notes as they fall due.

ISIN:                                        [            ]
Common Code:                                 [            ]

<PAGE>
Acceptance on behalf of TMCC
of the terms of the Pricing Supplement
as of the date above first written:

TOYOTA MOTOR CREDIT CORPORATION


By:

The following information is to be included only in the version of the Pricing
Supplement which is submitted to the UK Listing Authority and the London Stock
Exchange in the case of Notes to be listed on the Official List and admitted
for trading by the London Stock Exchange:
Application is hereby made to list this issue of Notes pursuant to the listing
of the U.S. $16,000,000,000 Euro Medium-Term Note Program of Toyota Motor
Credit Corporation (as from [insert date of or prior to Settlement date for the
issuance of the Notes]).

THE CHASE MANHATTAN BANK
(As Agent)


By:
cc: The Chase Manhattan Bank



                                    Appendix D-15


<PAGE>




ANNEX C
FORM LETTER FROM LEAD MANAGER/DEALER
[Date]
To:[Issuer]
c.c.:[Agent]
[ISSUER]
[Title of relevant tranche of Notes (specifying type of Notes]
issued pursuant to the U.S.$16,000,000,000 Euro Medium-Term Note Program
of Toyota Motor Credit Corporation
We hereby confirm the agreement for the issue to us of [describe issue] Notes
due [  ] (the "Notes") under the above Program pursuant to the terms of issue
set out in the Pricing Supplement which we are faxing herewith.
[The selling commission in respect of the Notes will be [  ] per cent of the
nominal amount of the Notes and will be deductible from the net proceeds of
the issue.]
The Notes are to be credited to [Euroclear/Clearstream] account number [   ]
in the name of [Name of Dealer].
Please confirm your agreement to the terms of issue by signing and faxing to
us a copy of the Pricing Supplement in the form attached hereto.
For and on behalf of [Name of Dealers].
By:
Authorized signatory



                                     Appendix D-16

<PAGE>



ANNEX D

TRADING DESK INFORMATION
The Company
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Telephone No: (310) 468-4001; Fax No: (310) 468-6194
Attention: Vice President, Treasury
The Dealers

MERRILL LYNCH             BNP PARIBAS                CREDIT SUISSE FIRST
INTERNATIONAL             10 Harewood Avenue         BOSTON
Ropemaker Place           London NW1 6AA             (EUROPE) LIMITED
25 Ropemaker Street       Telephone: 0207 595        One Cabot Square
London EC2Y 9LY           2000                       Canary Wharf
Telephone: 0207 867 3995  Telefax: 0207 595 2555     London E14 4QJ
TeleFax: 0207 867 4327    Attn: Euro Medium Term     Telephone: 0207 888 4021
Attn: EMTN Trading        Note Desk                  Telefax: 0207 888 3719
and Distribution Desk                                Attn: MTN Trading Desk

GOLDMAN SACHS             J.P. MORGAN SECURITIES     MORGAN STANLEY & CO.
INTERNATIONAL             LTD                        INTERNATIONAL LIMITED
Peterborough Court        60 Victoria Embankment     25 Cabot Square
133 Fleet Street          London EC4Y 0JP            Canary Wharf
London EC4A 2BB           Telephone: 0207 779        London E14 4QA
Telephone: 0207 744       3469                       Telephone: 0207 677 7799
1000                      Telefax: 0207 325 8225     Telefax: 0207 677 7999
Telefax: 0207 774         Attn: Euro Medium Term     Attn: Debt Capital
4123                      Note Desk                  Markets-Head of
Attn: Euro Medium                                    Transaction Management
Term Note Desk                                       Group

NOMURA INTERNATIONAL      UBS AG, acting through
PLC                       its business group UBS
Nomura House              Warburg
1 St. Martin's            1 Finsbury Avenue
le-Grand                 London EC2M 2PP
London EC1A 4NP           Telephone: 0207 576
Telephone: 0207 236       2479
8056                      Telefax: 0207 568
Telefax: 0207 521         3349
2616                      Attn: MTNs and
Attn: MTN Trading         Private Placements


                                    Appendix D-17

<PAGE>

APPENDIX E

FORM OF THE NOTES

Each Tranche of Notes will initially be represented by one or more temporary
global Notes, without receipts, interest coupons or talons, which will be
delivered to a common depositary for Euroclear and Clearstream.

While any Note is represented by a temporary global Note, payments of
principal and interest (if any) due prior to the Exchange Date (as defined
below) will be made against presentation of the temporary global Note only to
the extent that certification of non-U.S. beneficial ownership (in the form
set out in the temporary global Note) has been received by Euroclear or
Clearstream.  Interests in the temporary global Note will be exchangeable for
interests in a permanent global Note and/or for security printed definitive
Notes (as specified under "Terms and Conditions of the Notes" and in the
applicable Pricing Supplement) not earlier than the date (the "Exchange
Date") which is 40 days after completion of the distribution of the relevant
Tranche, provided that certification of non-U.S. beneficial ownership has
been received.  No interest or principal payments will be made on a temporary
global Note after the Exchange Date.

Payments of principal or interest (if any) in respect of a permanent global
Note will be made through Euroclear and Clearstream against presentation or
surrender, as the case may be, of the permanent global Note without any
requirement for further certification.  A permanent global Note will be
exchangeable in whole, but not in part, for security printed definitive Notes
with, where applicable, receipts, interest coupons and talons attached not
earlier than the Exchange Date (i) at the option of TMCC; (ii) at the option
of Noteholders, unless specified otherwise in the applicable Pricing
Supplement and (iii) under certain other limited circumstances set forth
under "Terms and Conditions of the Notes".  If a portion of the Notes
continue to be represented by the temporary global Note after the issuance of
definitive Notes, the temporary global Note shall thereafter be exchangeable
only for definitive Notes, subject to certification of non-U.S. beneficial
ownership.  Unless specified in the applicable Pricing Supplement, investors
shall have the right to require the delivery of definitive Notes; provided,
however, that such delivery may be conditioned on written notice, as
specified in the applicable Pricing Supplement, from Euroclear or Clearstream
(as the case may be) acting on instructions of the holders of interest in the
temporary or permanent global Note and/or on the payment of costs in
connection with the printing and distribution of the definitive Notes.  No
definitive Note delivered in exchange for a permanent or temporary global
Note shall be mailed or otherwise delivered to any locations in the United
States of America in connection with such exchange.  Temporary and permanent
global Notes and definitive Notes will be issued by The Chase Manhattan Bank,
London Office, as issuing and (unless specified otherwise in the applicable
Pricing Supplement) principal paying agent and, unless specified otherwise in
the applicable Pricing Supplement, as calculation agent (the "Agent", which
expression includes any successor agents or any other Calculation Agent
specified in the applicable Pricing Supplement) pursuant to a Third Amended
and Restated Agency Agreement dated as of October 4, 2000, as amended (the


                                 Appendix E-1

<PAGE>


"Agency Agreement"), and made between TMCC, the Agent and the other paying
agents named therein (together with the Agent, the "Paying Agents", which
expression includes any additional or successor paying agents).

If specified in the applicable Pricing Supplement, other clearance systems
capable of complying with the certification requirements set forth in the
temporary global Note may be used in addition to or in lieu of Euroclear and
Clearstream, and any reference herein to Euroclear and/or Clearstream shall,
whenever the context so permits, be deemed to include such other additional
or alternative clearing system.

The Pricing Supplement will contain such information (if any) as is necessary
to comply with the Banking Act 1987 (Exempt Transactions) Regulations 1997.

Temporary and permanent global Notes and definitive Notes will be issued in
bearer form only.  The following legend will appear on all global Notes,
definitive Notes, receipts and interest coupons for Notes with a maturity of
more than 183 days:

"Any United States person (as defined in the Internal Revenue Code of the
United States) who holds this obligation will be subject to limitations under
the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the Internal Revenue Code."

The following legend will appear on all global Notes, definitive Notes,
receipts and interest coupons for Notes with maturities at issuance of 183
days or less: "By accepting this obligation, the holder represents and
warrants that it is not a United States person (other than an exempt
recipient described in Section 6049(b)(4) of the Internal Revenue Code and
the regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder)."

The sections referred to provide that United States holders, with certain
exceptions, will not be entitled to deduct any loss on Notes, receipts or
interest coupons and will not be entitled to capital gains treatment of any
gain on any sale, disposition or payment of principal in respect of Notes,
receipts or interest coupons.

Applicable Pricing Supplement

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

[See Annex B to Appendix D (Form of Operating & Administrative Procedures
Memorandum) for the form of Pricing Supplement.]


                                 Appendix E-2
[1]Use the term "Shorter Term Debt Security" in the case of Notes with a
maturity of one year to two years and 364 days and use the term "Longer Term
Debt Security" in the case of Notes with a maturity of three years or more.
[2]Delete entire paragraph in the case of all Notes other than Notes
denominated in Sterling and Notes of which the issue proceeds are accepted by
the Company in the United Kingdom.
[3]Delete in the case of all Notes other than Notes listed on the London
Stock Exchange, or add reference to other Stock Exchange, if applicable.




                                 Appendix B-1-1


<PAGE>



[1]  Use the term "Shorter Term Debt Security" in the case of Notes with a
maturity of one year to two years and 364 days and use the term "Longer Term
Debt Security" in the case of Notes with a maturity of three years or more.

[2]  Delete entire paragraph in the case of all Notes other than Notes
denominated in Sterling and Notes in respect of which the issue proceeds are
accepted by the Company in the United Kingdom.
[3]  Use this legend in the case of Notes with a maturity of more than 183
days.  In the case of Notes with a maturity of 183 days or less, the
following legend should be used:  By accepting this obligation, the holder
represents and warrants that it is not a United States person (other than an
exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code
and the regulations thereunder) and that it is not acting for or on behalf of
a United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder).
[4]  Delete in the case of all Notes other than Notes listed on the London
Stock Exchange, or add reference to other Stock Exchange, if applicable.


	Appendix D-1
LA1:901023