<PAGE>

                                                                   EXHIBIT 4.13

                     FORM OF FLOATING RATE MEDIUM TERM NOTE

                          COUNTRYWIDE HOME LOANS, INC.

                                  (CUSIP NO. )

REGISTERED                                                     PRINCIPAL AMOUNT
NO. FL-                                                        $

                           MEDIUM-TERM NOTE, SERIES K

                                 (FLOATING RATE)

                             DUE NINE MONTHS OR MORE
                               FROM DATE OF ISSUE
                 PAYMENT OF THE PRINCIPAL, PREMIUM, IF ANY, AND
               INTEREST ON THIS NOTE IS UNCONDITIONALLY GUARANTEED
                     BY COUNTRYWIDE CREDIT INDUSTRIES, INC.

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

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


<PAGE>


ISSUE PRICE:

ORIGINAL ISSUE DATE:

PRINCIPAL AMOUNT:

SPECIFIED CURRENCY:

MINIMUM DENOMINATION:

EXCHANGE RATE AGENT:

BASE RATE(S):

IF CMT RATE:
  [ ]   CMT TELERATE PAGE 7051
  [ ]   CMT TELERATE PAGE 7052:
        [ ]    WEEKLY AVERAGE
        [ ]    MONTHLY AVERAGE

IF LIBOR:
  [ ]   LIBOR TELERATE
  [ ]   LIBOR REUTERS
LIBOR CURRENCY:

LIBOR PAGE:

INDEX MATURITY:

INTEREST FACTOR CONVENTION:

SPREAD (plus or minus):

SPREAD MULTIPLIER:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

OPTION TO RECEIVE PAYMENT IN U.S. DOLLARS:
        [ ]    NO
        [ ]    YES

REDEMPTION:
        [ ]    NO
        [ ]    YES

            INITIAL REDEMPTION DATE:

            INITIAL REDEMPTION PERCENTAGE:

            ANNUAL REDEMPTION PERCENTAGE REDUCTION:

REPAYMENT:
        [ ]    NO
        [ ]    YES

            OPTIONAL REPAYMENT DATE(S):

STATED MATURITY DATE:

INITIAL INTEREST RATE:

INTEREST RESET DATES:

INTEREST PAYMENT DATES:

RECORD DATE:

FIXED RATE COMMENCEMENT DATE:

FIXED INTEREST RATE:

CALCULATION AGENT:

OTHER/ADDITIONAL TERMS:


                                      -2-

<PAGE>


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

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


<PAGE>


first payment of interest on this Note will be made on the Interest Payment Date
following the next Record Date to the Holder hereof on such next Record Date.

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

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

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

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


                                      -2-

<PAGE>


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

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

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

        This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (collectively, the "Debt
Securities"), of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of [___________], 2001, as amended,
supplemented or modified from time to time (the "Indenture"), among the Company,
the Guarantor (as defined below), and The Bank of New York, as trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture reference is hereby made for a description of the respective
rights, limitation of rights, obligations, duties and immunities thereunder of
the Trustee, the Company, the Guarantor and the Holders of the Notes. The Debt
Securities may be issued in one or more series, which different series (and
which Debt Securities issued within each series) may be issued in various
aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates or formulas, may be subject to different redemption
or repayment provisions, if any, may be subject to different sinking, purchase
or analogous funds, if any, and may otherwise vary as provided in the Indenture.
This Note is one of a series designated as "Medium-Term Notes, Series K, Due
Nine Months or More From Date of Issue" of the Company (collectively, the
"Notes"), limited in aggregate issue amount to U.S.$7,000,000,000 or the
equivalent thereof in one or more Specified Currencies other than U.S. dollars.

        The interest payable hereon on each Interest Payment Date will include
interest accrued from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from and including the Original Issue Date, as the
case may be, to, but excluding, the applicable Interest Payment Date or the
Maturity Date, as the case may be (each, an "Interest Period"). Accrued interest
will be calculated by multiplying the principal amount hereof by an accrued
interest factor. Such accrued interest factor shall be computed by adding the
interest factor calculated for each day in the Interest Period for which accrued
interest is being calculated. The


                                      -3-

<PAGE>


interest factor for each such day shall be computed by dividing the interest
rate applicable to such day by 360 if an applicable Base Rate is the CD Rate,
the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal
Funds Rate, LIBOR or the Prime Rate or by the actual number of days in the year
if an applicable Base Rate is the CMT Rate or the Treasury Rate. If more than
one Base Rate is applicable to this Note, the interest factor will be calculated
in the same manner as if only the Base Rate specified above under "Interest
Factor Convention" applied.

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

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

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

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


                                      -4-

<PAGE>


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

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

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

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

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

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

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

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

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

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


                                      -5-


<PAGE>


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

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

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

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

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

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

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


                                      -6-
<PAGE>


               in a principal amount that is representative for a single
               transaction in the securities in that market at that time, or

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

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

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

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

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

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

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

                          (e) if fewer than five but more than two of the prices
               referred to in clause (d) are provided as requested, the rate on
               the particular Interest Determination Date calculated by the
               Calculation Agent based on the arithmetic mean of the bid prices


                                      -7-

<PAGE>

               obtained and neither the highest nor the lowest of the quotations
               shall be eliminated, or

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

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

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

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

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

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

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

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


                                      -8-

<PAGE>


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

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


                                          D x 360
                 Money Market Yield = --------------- x  100
                                        360-(D x M)


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

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

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

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

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

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

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

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


                                      -9-

<PAGE>


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

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

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

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

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

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

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

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


                                      -10-

<PAGE>


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

               "LIBOR Page" means either:

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

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

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

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

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

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

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

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

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

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

                                      -11-

<PAGE>


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

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

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

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

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

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

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

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


                                          D x N
              Bond Equivalent Yield = ----------------- x  100
                                        360-(D x M)


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


                                      -12-

<PAGE>


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

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

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

        The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the Holders of a majority in aggregate
principal amount of the Debt Securities at the time outstanding of each series
to be affected, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or modifying in any manner the rights of the
Holders of the Debt Securities; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each outstanding Debt
Security affected thereby: (i) except as otherwise permitted in the Indenture in
connection with Debt Securities for which the Stated Maturity is extendible,
change the Stated Maturity of the principal of, or any installment of interest
on, any such Debt Security; (ii) reduce the principal amount of any such Debt
Security or, except as otherwise permitted in the Indenture in connection with
Debt Securities for which the interest rate may be reset, the interest thereon
or any premium payable upon the redemption or repayment thereof; (iii) reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof; (iv)
adversely affect any right of repayment at the option of the Holder of any such
Debt Security; (v) reduce the amount of, or postpone the date fixed for, any
payment under any sinking fund or analogous provisions for any Debt Security;
(vi) change any Place of Payment, or the currency or currency unit of the
payment of the principal of, premium, if any, or interest on any Debt Security;
(vii) change or eliminate certain rights of Holders to receive payment in a
designated currency; (viii) impair the right to institute suit for the
enforcement of any required payment on or with respect to any Debt Security;
(ix) reduce the percentage in aggregate principal amount of the Outstanding Debt
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture; (x)
modify certain other provisions of the Indenture; or (xi) modify or affect in
any manner adverse to the Holders the terms and the conditions of the
obligations of the Guarantor in respect of the due and punctual payment of
principal of, or premium, if any, or interest on, the Debt Securities. It is
also provided in the Indenture that, with respect to certain defaults or Events
of Default regarding the Debt Securities of any series, the Holders of a
majority in aggregate principal amount of the Debt Securities of such series at
the time outstanding may on behalf of the Holders of all of the Debt Securities
of such series waive any past default or Event of Default and its consequences,
except a default in the payment of the principal of, or premium, if any, or
interest on, any Debt Security of such series or in respect of certain other
covenants or provisions of the Indenture. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders

                                      -13-


<PAGE>


of this Note and of any Note issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not any notation of such
consent or waiver is made upon this Note or such other Notes.

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

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

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

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

        An "Original Issue Discount Security" means any Note that has been
issued at an Issue Price lower, by an amount that equals or exceeds a de minimis
amount (as determined under United States


                                      -14-


<PAGE>


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

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

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

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

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

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


                                      -15-

<PAGE>


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

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

Date:                                    COUNTRYWIDE HOME LOANS, INC.
               [SEAL]

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

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

                                    GUARANTEE

                                       OF

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

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

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

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


                                      -16-

<PAGE>


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

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

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

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

                                          COUNTRYWIDE CREDIT INDUSTRIES, INC.

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

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

                          CERTIFICATE OF AUTHENTICATION

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

                                          THE BANK OF NEW YORK,
                                          as Trustee

Date:                                     By:
                                             -----------------------------------
                                                    Authorized Signatory







                                      -17-


<PAGE>

                            OPTION TO ELECT REPAYMENT

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

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

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

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

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

Date:

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




                                      -18-

<PAGE>


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE

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

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

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

Dated: _____________________   Signature:_______________________________________


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





                                      -19-