EXHIBIT
4.2

      


      [FORM OF
FACE OF DTC REGISTERED

      FLOATING
RATE GLOBAL MEDIUM-TERM NOTE, SERIES B]

      


      TOYOTA
MOTOR CREDIT CORPORATION

      GLOBAL
MEDIUM-TERM NOTE, SERIES B

      (Floating
Rate)

       

      
        
          	
                  REGISTERED

                	
                  PRINCIPAL
      OR FACE AMOUNT

                
	
                  CUSIP:  ___________________

                	
                  $___________________1

                


        

      

      [ISIN:  ___________________]

      [Common
Code:  ___________________]

      


      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      


       

      


       

      
        


      

      
        
          

        



      ***
[  ] CHECK IF A PRINCIPAL INDEXED NOTE ***

      IF
CHECKED, CALCULATION AGENT: _____________

      


      If this
is a Principal Indexed Note, references herein to “principal” shall be deemed to
be the face amount hereof, except that the amount payable upon Maturity of this
Note shall be determined in accordance with the formula or formulas set forth
below or in an attached Addendum hereto.

      
        
          
            

          



         

         

         

          
            

          

        

      

      
        1 Insert
Principal or Face Amount

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Original
Issue Date:

      Stated
Maturity Date:

      


      Initial
Interest Rate:  %

      Interest
Payment Dates:

      


      Calculation
Agent:

      


      Interest
Calculation:

      [  ]
Regular Floating Rate Note

      [  ]
Inverse Floating Rate Note:

      Fixed Interest Rate:

      [  ]
Floating Rate/Fixed Rate Note:

      Fixed Interest Rate:

      Fixed Rate Commencement
Date:

      [  ]
Other Floating Rate Note

      (See attached Addendum)

      


      Interest
Rate Basis:

      [  ] CD Rate

      [  ] CMS Rate

      [  ] CMT Rate

      [  ] Commercial Paper
Rate

      [  ] Eleventh District Cost
of Funds Rate

      [  ] Federal Funds
Rate

      [  ] Federal Funds Open
Rate

      [  ] LIBOR

      [  ] Prime Rate

      [  ] Treasury
Rate

      [  ] Other (see attached
Addendum)

      


      If
CMS:

      Designated CMS Maturity
Index:

      


      If
CMT:

      Designated CMT Maturity
Index:

      


      Designated CMT Reuters
Page:

      [  ] T7051

      [  ] T7052

      


      If
LIBOR:

      Designated LIBOR Page:

      Index Currency:

      If CD
Rate or LIBOR

      Index Maturity:

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      Spread
(+/-):

      Spread
Multiplier:

      


      Maximum
Interest Rate:

      Minimum
Interest Rate:

      


      Initial
Interest Reset Date:

      Interest
Rate Reset Period:

      Interest
Reset Dates:

      Interest
Rate Reset Cutoff Date:

      Interest
Determination Date:

      


      Day Count
Convention:

      [  ] 30/360

      [  ] Actual/360

      [  ]
Actual/Actual

      


      Business
Day Convention

      [  ] Following

      [  ] Modified
Following

      


      Redemption:

      Redemption
Date(s):

      Notice of
Redemption:

      


      Repayment:

      Optional
Repayment Date(s):

      Repayment
Price:

      


      Original
Issue Discount:

      Total
Amount of Original Issue Discount:

      Yield to
Maturity:

      Initial
Accrual Period:

      


      Specified
Currency:

      Minimum
Denomination/Minimum Incremental Denomination:

      


      If a
Reopening Note, check [   ], and specify:

      Initial Interest Accrual
Date:

      


      Addendum
Attached:

      [  ] Yes

      [  ] No

      


      Other
Provisions:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      TOYOTA MOTOR CREDIT CORPORATION, a
California corporation (“Issuer” or the “Company,” which terms include any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
Principal or Face Amount specified above, or if this is a Principal Indexed
Note, the principal amount as determined in accordance with the terms set forth
under “Other Provisions” above and/or in an Addendum attached hereto, on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest on the Principal or Face
Amount hereof as set forth above, at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified
above and thereafter at a rate per annum determined in accordance with the
provisions hereof and any Addendum relating hereto depending upon the Interest
Rate Basis or Bases, if any, and such other terms specified above, until the
principal hereof is paid or duly made available for payment.

      


      Unless
otherwise specified in an Addendum hereto, Deutsche Bank Trust Company Americas
will act as the Company’s paying agent and will make all payments of principal,
premium and interest on the Note on the Company’s behalf.  Payment of
the principal of this Note, any premium and the interest due at Maturity (as
defined below) will be made upon surrender of this Note at the office or agency
of such paying agent or at the office or agency of such other paying agent as
the Company may determine.

      


      Interest
on this Note will accrue from and including the Original Issue Date specified
above, at the rates determined from time to time as specified herein, until the
principal hereof has been paid or made available for payment.  The
Company shall pay interest on each Interest Payment Date specified above,
commencing on the first Interest Payment Date following the Original Issue Date,
and on the Stated Maturity Date or any Redemption Date or Optional Repayment
Date (if specified as repayable at the option of the Holder in an attached
Addendum) (the date of each such Stated Maturity Date, Redemption Date and
Optional Repayment Date and the date on which principal or an installment of
principal is due and payable by declaration of acceleration or otherwise
pursuant to the Indenture being referred to hereinafter as a “Maturity” with
respect to principal payable on such date); provided, however, that if the
Original Issue Date is between a Regular Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date following the Original Issue Date; and provided further, unless
otherwise specified in an Addendum attached hereto, that if “Following” is
specified above under Business Day Convention, if an Interest Payment Date
(other than an Interest Payment Date at Maturity) would fall on a day that is
not a Business Day (this and other capitalized terms used herein are defined on
the reverse of the Note), such Interest Payment Date will be the following day
that is a Business Day (the “Following Business Day Convention”), and if
“Modified Following” is specified above under Business Day Convention, if an
Interest Payment Date (other than an Interest Payment Date at Maturity) would
fall on a day that is not a Business Day, such Interest Payment Date will be the
following day that is a Business Day unless such next Business Day falls in the
next calendar month, in which case such Interest Payment Date will be the next
preceding day that is a Business Day (the “Modified Following Business Day
Convention”).  Unless otherwise specified above, the “Regular Record
Date” will be the fifteenth calendar day (whether or not a Business Day) prior
to the applicable Interest Payment Date.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      If the
Maturity falls on a day which is not a Business Day, the payment due on such
Maturity will be paid on the next succeeding Business Day with the same force
and effect as if made on such Maturity and no interest will accrue with respect
to such payment for the period from and after such Maturity.  The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such Interest Payment
Date.  Any such interest which is payable, but not punctually paid or
duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”), will forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest or at any time in
any other lawful manner, as more fully provided in the Indenture.  A
Special Record Date shall be fixed by the Trustee and notice thereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date.

       

      Unless
otherwise specified under Specified Currency above and/or in an Addendum
attached hereto, this Note will be denominated in U.S. dollars and payments of
principal, premium and interest, if any, on this Note will be made in U.S.
dollars or in such coin or currency of the United States as at the time of
payment is legal tender for payments of public and private debts.  If
this Note is not denominated in U.S. dollars or if the principal, premium or
interest, if any, on this Note is payable in or by reference to a currency or in
amounts determined by reference to one or more currencies other than that in
which this Note is denominated, any other applicable provisions will be included
in an Addendum attached hereto.  However, unless otherwise specified
in an Addendum attached hereto, if any payment in respect of this Note is
required to be made in a currency other than U.S. dollars and such currency is
unavailable to the Company due to the imposition of exchange controls or other
circumstances beyond its control or is no longer used by the relevant government
or for the settlement of transactions within the international banking
community, then all payments in respect of this Note will be made in U.S.
dollars until such currency is again available to the Company or so used. The
amounts payable on any date in such currency will be converted into U.S. dollars
on the basis of the most recently available market exchange rate for such
currency or as otherwise indicated in an Addendum attached
hereto.  Any payment so made in U.S. dollars will not constitute an
Event of Default under the Indenture. If the Company cannot make payment in the
Specified Currency indicated above solely because that currency has been
replaced by the euro, then, beginning with the date the replacement becomes
effective, the Company will be able to satisfy its obligations under this Note
by making payment in euro.

       

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

      


      Unless
the certificate of authentication hereon has been executed by or on behalf of
Deutsche Bank Trust Company Americas, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note will not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      [FORM OF
REVERSE OF NOTE]

       

      This Note
is one of a duly authorized series of Securities (hereinafter called the
“Securities”) of the Company designated as its Medium-Term Notes, Series B (the
“Notes”).  The Notes are issued and to be issued under an Indenture,
dated as of August 1, 1991, between the Company and The Bank of New York Mellon
(as successor to JPMorgan Chase Bank, N.A. and The Chase Manhattan Bank, N.A.)
as amended and supplemented by the First Supplemental Indenture, dated as of
October 1, 1991, among the Company, The Bank of New York Mellon and Deutsche
Bank Trust Company Americas, formerly known as Bankers Trust Company, and the
Second Supplemental Indenture, dated as of March 31, 2004 among the Company, The
Bank of New York Mellon and Deutsche Bank Trust Company Americas (collectively,
the “Indenture”), to which Indenture, and all indentures supplemental thereto,
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee (as defined below) and the Holders of the Notes, and
the terms upon which the Notes are to be authenticated and
delivered.  Deutsche Bank Trust Company Americas shall act as Trustee
with respect to the Notes (herein called the “Trustee”, which term includes any
successor Trustee with respect to the Notes under the Indenture) and as
registrar for the Notes.  The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.

       

      This Note
is not subject to any sinking fund and will not be redeemable or subject to
repayment at the option of the Holder prior to the Stated Maturity Date, except
as provided below.

       

      Unless
otherwise indicated on the face of this Note, this Note may not be redeemed
prior to the Stated Maturity Date.  If so provided above, this Note
may be redeemed by the Company on any Redemption Date specified above, in whole
or part, in integral multiples of the Minimum Incremental Denomination specified
above, (unless specified otherwise in an Addendum attached hereto, and provided
that any remaining principal hereof shall be at least equal to the Minimum
Denomination specified above) at the option of the Company at the applicable
Redemption Price (as defined below) together with accrued interest hereon at the
applicable rate payable to the applicable Redemption Date, upon written Notice
of Redemption specified above or such other notice specified in an Addendum
attached hereto.  In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.  Unless otherwise
specified in an Addendum attached hereto, the “Redemption Price” will be 100% of
the principal amount of this Note.

       

      Unless
otherwise specified in an Addendum attached hereto, this Note is not subject to
repayment at the option of the Holder.  If this Note shall be
repayable at the option of the Holder as specified in an Addendum attached
hereto, unless otherwise specified in such Addendum, on any Optional Repayment
Date, this Note shall be repayable in whole or in part in integral multiples of
the Minimum Incremental Denomination specified above (unless specified otherwise
in an Addendum attached hereto, and provided that any remaining principal hereof
shall be at least equal to the Minimum Denomination specified above) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment.  If specified as repayable at the option of the Holder in
such Addendum, for this Note to be repaid in whole or in part at the option of
the

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Holder
hereof, this Note must be received, with the form entitled “Option to Elect
Repayment” below duly completed, by the Trustee at its Corporate Trust Office,
or such address which the Company shall from time to time notify the Holders of
the Notes, not more than 15 nor less than 10 days prior to the related Optional
Repayment Date or such other time as is specified in an Addendum attached
hereto.  Exercise of such repayment option by the Holder hereof will
be irrevocable.

       

      This Note
is unsecured and ranks equally with the other unsecured and unsubordinated
indebtedness of the Company.

       

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

       

      1.           If
this Note is designated as a Regular Floating Rate Note, then, except as
described below, this Note will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases designated above (i)
plus or minus the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in the manner
described above.  The interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date will be the Initial
Interest Rate. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable will be reset as of each Interest Reset Date
specified above.

       

      2.           If
this Note is designated as a Floating Rate/Fixed Rate Note, then, except as
described below, this Note will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases shown above (i) plus or
minus the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described
above.  The interest rate in effect for the period from the Original
Issue Date to the Initial Interest Reset Date will be the Initial Interest
Rate.   Commencing on the Initial Interest Reset Date, the rate
at which interest on this Note is payable will be reset as of each Interest
Reset Date until the date on which interest begins to accrue on a fixed rate
basis.  Unless specified on the face hereof, the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
Maturity will be the Fixed Interest Rate, if such a rate is specified above, or,
if no such Fixed Interest Rate is so specified, the interest rate in effect on
the day immediately preceding the Fixed Rate Commencement Date.

       

      3.           If
this Note is designated as an Inverse Floating Rate Note, then, except as
described below, this Note will bear interest equal to the Fixed Interest Rate
indicated above minus the rate determined by reference to the applicable
Interest Rate Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described above; provided, however, that the
interest rate hereon will not be less than zero unless otherwise specified in an
Addendum attached hereto.  The interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date will be the
Initial Interest Rate.  Commencing on the Initial Reset Date, the rate
at which interest on this Note is payable will be reset as of each Interest
Reset Date specified above.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      4.           Notwithstanding
the foregoing, if this Note is designated above as having an Addendum attached,
the Note will bear interest in accordance with the terms described in such
Addendum.  If interest on this Note is to be calculated in accordance
with the terms of an attached Addendum, unless otherwise specified in such
Addendum, the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate and
commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable will be reset as of each Interest Reset Date specified
above.

       

      Unless
otherwise specified on the face hereof and/or in an Addendum attached hereto,
the “Interest Reset Date” for Notes that reset will be as follows: if daily,
each Business Day; if weekly, the Wednesday of each week, with the exception of
weekly reset Notes as to which the Treasury Rate is an applicable Interest Rate
Basis, which will reset the Tuesday of each week; if monthly, the third
Wednesday of each month, with the exception of Notes as to which the Eleventh
District Cost of Funds Rate Notes is an applicable Interest Rate Basis, which
will reset on the first calendar day of the month; if quarterly, the third
Wednesday of March, June, September and December of each year; if semiannually,
the third Wednesday of the two months specified above; and if annually, the
third Wednesday of the month specified above, provided, however, that, for
Floating Rate/Fixed Rate Notes, the interest rate will not reset after the Fixed
Rate Commencement Date.

       

      Unless
otherwise specified in an Addendum attached hereto, if “Following” is specified
above under Business Day Convention, if any Interest Reset Date (which term
includes the Initial Interest Reset Date unless the context otherwise requires)
would otherwise be a day that is not a Business Day, such Interest Reset Date
will follow the Following Business Day Convention, and if “Modified Following”
is specified above under Business Day Convention, if any Interest Reset Date
(which term includes the Initial Interest Reset Date unless the context
otherwise requires) would otherwise be a day that is not a Business Day, such
Interest Reset Date will follow the Modified Following Business Day
Convention.

       

      Except as
provided above, in an Addendum attached hereto or after giving effect to an
Interest Rate Reset Cutoff Date as provided below, the interest rate in effect
on each day will be (a) if such day is an Interest Reset Date, the interest rate
determined on the related Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined on the related Interest
Determination Date immediately preceding the most recent Interest Reset
Date.

       

      Unless
otherwise specified in an Addendum attached hereto, if an “Interest Rate Reset
Cutoff Date” is specified on the face hereof, beginning on the Interest Rate
Reset Cutoff Date, the interest rate for this Note on each day from and
including the Interest Rate Reset Cutoff Date to but excluding the next Interest
Payment Date will be determined based on the Interest Rate Basis in effect on
the Interest Rate Reset Cutoff Date.

       

      Notwithstanding
the foregoing, the interest rate hereon will not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified
on the face hereof.  The Calculation Agent shall calculate the
interest rate hereon in accordance with the foregoing on or before each
Calculation Date.  The interest rate on this Note will in no event
be

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      higher
than the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.

       

      Interest
payments on this Note on any Interest Payment Date will equal the amount of
interest accrued from and including the immediately preceding Interest Payment
Date in respect of which interest has been paid (or from and including the
Original Issue Date, if no interest has been paid), to but excluding the related
Interest Payment Date; provided, however, that the
interest payments on Maturity will include interest accrued to but excluding
such Maturity.

       

      Unless
otherwise specified in an Addendum attached hereto, this Note will accrue
interest on an “Actual/360” basis, an “Actual/Actual” basis, or a “30/360”
basis, as specified on the face hereof, in each case from the period from the
Original Issue Date to the date of Maturity.  If no interest basis is
specified in an Addendum attached hereto, interest on this Note will be paid on
an “Actual/360” basis.  If this Note is calculated on an Actual/360
basis or an Actual/Actual basis, accrued interest for each Interest Calculation
Period, as defined below, will be calculated by multiplying:

      


      
        	
                 
      

              	
                1.

              	
                the
      face amount of this Note;

              


      

      


      
        	
                 
      

              	
                2.

              	
                the
      applicable interest rate; and

              


      

      


      
        	
                 
      

              	
                3.

              	
                the
      actual number of days in the related Interest Calculation
      Period

              


      

      


      and
dividing the resulting product by 360 or 365, as applicable; or with respect to
an Actual/Actual basis Note, if any portion of the related Interest Calculation
Period falls in a leap year, the product of (1) and (2) above will be multiplied
by the sum of:

      


      
        	
                 
      

              	
                •

              	
                the
      actual number of days in that portion of the related Interest Calculation
      Period falling in a leap year divided by 366,
  and

              


      

      


      
        	
                 
      

              	
                •

              	
                the
      actual number of days in that portion of the related Interest Calculation
      Period falling in a non-leap year divided by
  365.

              


      

      


      If this
Note is calculated on a 30/360 basis, accrued interest for an Interest
Calculation Period will be computed on the basis of a 360-day year of twelve
30-day months, irrespective of how many days are actually in such Interest
Calculation Period. Unless otherwise specified above and/or in an Addendum
attached hereto, if this Note accrues interest on a 30/360 basis, if any
Interest Payment Date or the Maturity falls on a day that is not a Business Day,
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, and no interest will
accrue on the amount payable for the period from and after such Interest Payment
Date or Maturity, as the case may be.

      


      As used
herein, “Interest Calculation Period” means with respect to any period, the
period from and including the most recent Interest Reset Date (or from and
including the Original Issue Date in the case of the first Interest Reset Date),
to but excluding the next succeeding Interest Reset Date for which accrued
interest is being calculated.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      Unless
otherwise specified on the face hereof, interest with respect to Notes for which
the interest rate is calculated with reference to two or more Interest Rate
Bases will be calculated in the same manner as if only one of the applicable
Interest Rate Bases applied.

       

      Unless
otherwise specified above, the “Interest Determination Date” with respect to the
CD Rate, the CMS Rate, the CMT Rate, the Commercial Paper Rate and the Prime
Rate will be the second Business Day preceding each Interest Reset Date; the
“Interest Determination Date” for the Federal Funds Rate will be the date
specified above which shall be the same day as the Interest Reset Date or the
first Business Day preceding each Interest Reset Date; the “Interest
Determination Date” with respect to the Federal Funds Open Rate will be the same
day as each Interest Reset Date; the “Interest Determination Date” with respect
to the Eleventh District Cost of Funds Rate will be the last working day of the
month immediately preceding each Interest Reset Date on which the Federal Home
Loan Bank of San Francisco publishes the Index (as defined below); the “Interest
Determination Date” with respect to LIBOR will be the second London Banking Day
(as defined below) preceding each Interest Reset Date; the “Interest
Determination Date” with respect to the Treasury Rate will be the day in the
week in which the related Interest Reset Date falls on which day Treasury Bills
(as defined below) are normally auctioned; provided, however, that if an
auction is not held on Monday or Tuesday of the week in which the Interest Reset
Date falls and an auction is held on the Friday of the week preceding the
related Interest Reset Date, the related Interest Determination Date will be
such preceding Friday.  If the interest rate of this Note is
determined with reference to two or more Interest Rate Bases, the Interest
Determination Date pertaining to this Note will be the most recent Business Day
which is at least two Business Days prior to such Interest Reset Date on which
each Interest Rate Basis is determinable; and each Interest Rate Basis will be
determined and compared on such date, and the applicable interest rate will take
effect on the related Interest Reset Date.

       

      Unless
otherwise specified above, the “Calculation Date” pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or date of Maturity, as the case may be.  All
calculations on this Note will be made by the Calculation Agent specified above
or such successor thereto as is duly appointed by the Company.

       

      Unless
otherwise specified above, all percentages resulting from any calculation of
interest on this Note will be rounded to the nearest one-hundred-thousandth of a
percentage point, with five one millionths of a percentage point rounded upwards
(e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).

       

      Determination of CD
Rate.  Unless otherwise specified in an Addendum attached
hereto, if CD Rate is designated as an Interest Rate Basis for this Note, the CD
Rate on the applicable Interest Determination Date will be the rate on such
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 heading “CDs (secondary market),” or, if such rate is
no longer published or if not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CD Rate on such Interest Determination Date
will be the rate

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      for
negotiable United States dollar certificates of deposit of the Index Maturity
specified above as published in H.15 Daily Update (as defined below), or other
recognized electronic source used for the purpose of displaying the applicable
rate, for the Interest Determination Date, under the caption “CDs (secondary
market).”  If the rate in the preceding sentence is no longer
published or is not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CD Rate on the applicable Interest Determination Date
will be the rate 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 the
applicable Interest Determination Date of three leading nonbank dealers in
negotiable United States dollar certificates of deposit in The City of New York
selected by the Calculation Agent (after consultation with the Company) for
negotiable United States dollar certificates of deposit of major United States
money market banks for negotiable certificates of deposits with a remaining
maturity closest to the Index Maturity specified above in an amount that is
representative for a single transaction in that market at that
time.  If the dealers selected by the Calculation Agent are not
quoting as referred to in the preceding sentence, the CD Rate determined on the
applicable Interest Determination Date will be the CD Rate in effect on such
Interest Determination Date.

       

      “H.15(519)”
means the weekly statistical release designated as such published by the Federal
Reserve System Board of Governors, or its successor, available through the
website of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update/h15upd.htm, or any Successor
Source.

       

      “H.15
Daily Update” means the daily update of H.15(519), available through the website
of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/h15upd.htm, or any Successor
Source.

       

      “Successor
Source” means, in relation to any display page, other published source,
information vendor or provider: (i) the successor display page, other published
source, information vendor or provider that has been officially designated by
the sponsor of the original page or source; or (ii) if the sponsor has not
officially designated a successor display page, other published source,
information vendor or provider (as the case may be), the successor display page,
other published source, information vendor or provider, if any, designated by
the relevant information vendor or provider (if different from the
sponsor).

       

      Determination of CMS
Rate.  Unless otherwise specified in an Addendum attached
hereto, if CMS Rate is designated as an Interest Rate Basis for this Note, the
CMS Rate is the rate on the applicable Interest Determination Date for U.S.
dollar swaps having the Designated CMS Maturity Index specified above, expressed
as a percentage, which appears on the Reuters Screen ISDAFIX1 Page as of 11:00
A.M., New York City time.

       

      If the
rate referred to in the preceding sentence is no longer published on the
relevant page, or if not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMS Rate on the applicable Interest
Determination Date will be a percentage determined on the basis of the
mid-market semi-annual swap rate quotations provided by the five leading swap
dealers in the New York City interbank market selected by the Calculation Agent
(after consultation with the Company) as of approximately 11:00 A.M., New York
City time on the related Interest Determination Date.  For this
purpose, the semi-annual swap rate means the

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      mean of
the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360
day count basis, of a fixed-for-floating U.S. Dollar interest rate swap
transaction having the Designated CMS Maturity Index specified on the face
hereof in an amount that is representative for a single transaction in that
market at the time with an acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on an Actual/360 day count basis, is
equivalent to USD-LIBOR-BBA with a designated maturity of three
months.  The Calculation Agent shall request the principal New York
City office of each of the swap dealers to provide a quotation of this
rate.  If at least three quotations are provided, the rate will be the
arithmetic mean of the quotations, 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).  If fewer than three swap
dealers selected by the Calculation Agent are quoting as referred to in
preceding sentence, the CMS Rate will be the rate in effect on the applicable
Interest Determination Date.

       

      Determination of CMT
Rate.  Unless otherwise specified in an Addendum attached
hereto, if CMT Rate is designated as an Interest Rate Basis for this Note, the
CMT rate will be: if “CMT-T7051” is specified above as the Designated CMT
Reuters Page, a percentage equal to the yield for United States Treasury
securities at “constant maturity” having the Designated CMT Maturity Index
specified above for the applicable Interest Determination Date as such yield is
displayed on the Reuters Screen FRBCMT Page; or, if “CMT-T7052” is specified
above as the Designated CMT Reuters Page, or neither “CMT-T7051” nor “CMT-T7052”
is specified above as the Designated CMT Reuters Page, a percentage equal to the
one-week average yield for United States Treasury securities at “constant
maturity” having the Designated CMT Maturity Index specified above for the week
preceding the applicable Interest Determination Date as set forth in H.15(519)
under the caption “Week Ending” and opposite the caption “Treasury constant
maturities,” as such yield is displayed on the Reuters Screen FEDCMT Page for
the week preceding such Interest Determination Date.

       

      If the
rate referred to in the preceding sentence is no longer published on the
relevant page, or if not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the applicable Interest Determination Date will
be determined as follows: if “CMT-T7051” is specified above as the Designated
CMT Reuters Page, then the CMT Rate for the applicable Interest Determination
Date will be the percentage equal to the yield for the United States Treasury
securities at “constant maturity” for the Designated CMT Maturity Index
specified above as published in the relevant H.15(519) under the caption
“Treasury constant maturities”; or if “CMT-T7502” is specified above as the
Designated CMT Reuters Page, or neither “CMT-T7051” nor “CMT-T7052” is specified
above as the Designated CMT Reuters Page, then the CMT Rate for the applicable
Interest Determination Date will be the percentage equal to the one week average
yield for United States Treasury securities at “constant maturity” for the
Designated CMT Maturity Index specified above as published in the relevant
H.15(519) under the caption “Week Ending” and opposite the caption “Treasury
constant maturities.”  If the rate referred to in the preceding
sentence is no longer published, or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for the applicable
Interest Determination Date will be determined as follows: if “CMT-T7051” is
specified above as the Designated CMT Reuters Page, then the CMT rate for the
applicable Interest Determination Date will be the rate for the Designated CMT
Maturity Index specified above as may then be published by either the Federal
Reserve System Board of Governors or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to
the

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      rate
which would otherwise have been published in H.15 (519); or, if “CMT-T7052” is
specified above as the Designated CMT Reuters Page, or neither “CMT-T7051” nor
“CMT-T7052” is specified above as the Designated CMT Reuters Page, then the CMT
Rate for the applicable Interest Determination Date will be the one-week average
yield for the Designated CMT Maturity Index specified above as otherwise
announced by the Federal Reserve Bank of New York for the week preceding the
Interest Determination Date.  If the rate referred to in the preceding
sentence is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the applicable Interest Determination
Date will be 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 the applicable Interest Determination Date, of
three leading primary United States government securities dealers in New York
City selected by the Calculation Agent (after consultation with the Company)
(each, a “Reference Dealer”) from five such dealers and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest) for United States
Treasury securities with an original maturity equal to the Designated CMT
Maturity Index specified above, a remaining term to maturity of no more than one
year shorter than the Designated CMT Maturity Index and in a principal amount
that is representative for a single transaction in that market at that
time.  If fewer than five but more than two such prices referred to in
the preceding sentence are provided as requested, the CMT Rate for the
applicable Interest Determination Date will be based on the arithmetic mean of
the bid prices obtained and neither the highest nor lowest of such quotations
will be eliminated.  If fewer than three prices referred to in the
preceding sentence are provided as requested, the CMT Rate for the applicable
CMT Interest Determination Date will be calculated by the Calculation Agent and
will be a yield-to-maturity based on the arithmetic mean of the secondary market
bid prices as of approximately 3:30 P.M., New York City time, on the applicable
Interest Determination Date of three Reference Dealers in The City of New York
selected by the Calculation Agent from five Reference Dealers selected by the
Calculation Agent (after consultation with the Company) after 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 Designated
CMT Maturity Index, a remaining term to maturity closest to the Designated CMT
Maturity Index, and in a principal amount that is representative for a single
transaction in that market at that time.  If fewer than five but more
than two such prices described in the preceding sentence are provided, then the
CMT Rate for the applicable Interest Determination Date will be calculated by
the Calculation Agent as the arithmetic mean of the bid prices obtained and
neither the highest nor lowest of such quotes will be eliminated.  If
fewer than three Reference Dealers selected as aforesaid by the Calculation
Agent are quoting as described in the preceding sentence, the CMT Rate will be
the rate in effect on such Interest Determination Date.  If two United
States Treasury securities with an original maturity greater than the Designated
CMT Maturity Index have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent shall obtain quotations for
the United States Treasury security with the shorter original term to
maturity.

       

      “Designated
CMT Maturity Index” means the original period to maturity of the U.S. Treasury
securities either 1, 2, 3, 5, 7, 10, 20, or 30 years specified above with
respect to which the CMT Rate will be calculated.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      Determination of Commercial
Paper Rate.  Unless otherwise specified in an Addendum attached
hereto, if the Commercial Paper Rate is designated as an Interest Rate Basis for
this Note, the Commercial Paper Rate on the applicable Interest Determination
Date will be the Money Market Yield (as defined below) on such date of the rate
for commercial paper having the Index Maturity specified above as published in
H.15 (519) under the heading “Commercial Paper—Nonfinancial.”  If such
rate referred to in the preceding sentence is not published by 5:00 P.M., New
York City time, on the related Calculation Date, then the Commercial Paper Rate
for the Interest Determination Date will be the Money Market Yield on the
applicable Interest Determination Date of the rate for commercial paper having
the Index Maturity specified above published in H.15 Daily Update, or other
recognized electronic source for the purpose of displaying the rate for
commercial paper, under the caption “Commercial
Paper—Nonfinancial”.  If by 5:00 P.M., New York City time, on the
related Calculation Date the Commercial Paper Rate is not yet published in
either H.15 (519) or H.15 Daily Update, then the Commercial Paper Rate for the
applicable Interest Determination Date will be 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, as of the applicable Interest
Determination Date of three leading dealers of United States dollar commercial
paper in The City of New York, which may include the Calculation Agent and its
affiliates, selected by the Calculation Agent (after consultation with the
Company) for U.S. dollar commercial paper having the Index Maturity specified
above placed for industrial issuers whose bond rating is “Aa,” or the
equivalent, from a nationally recognized rating agency.  If the
dealers selected by the Calculation Agent are not quoting as mentioned in the
preceding sentence, the Commercial Paper Rate determined on the applicable
Interest Determination Date will be the rate in effect on such Interest
Determination Date.

       

      “Money
Market Yield” will be, in respect of any security with a maturity of six months
or less, the rate for which is quoted on a bank discount basis, a yield
(expressed as a percentage) calculated in accordance with the following
formula:

       

      

       

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

       

      Determination of Eleventh
District Cost of Funds Rate.  Unless otherwise specified in an
Addendum attached hereto, if the Eleventh District Cost of Funds Rate is
designated as an Interest Rate Basis for this Note, the Eleventh District Cost
of Funds Rate on the applicable Interest Determination Date will be the rate
equal to the monthly weighted average cost of funds  set forth
opposite the caption “11TH Dist COFI:” on the Reuters Screen COFI/ARMS Page as
of 11:00 A.M., San Francisco time, on such Interest Determination
Date.  If the rate referred to in the preceding sentence is no longer
published on the relevant page, or if not published by 11:00 A.M., San Francisco
time, on the related Calculation Date, the Eleventh District Cost of Funds Rate
for such Interest Determination Date will be 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 the applicable Interest Determination

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Date.  If
the Federal Home Loan Bank of San Francisco fails to announce the Index as
referred to in the preceding sentence on or before the related Calculation Date
for the calendar month immediately preceding such applicable Interest
Determination Date, then the Eleventh District Cost of Funds Rate for such
Interest Determination Date will be the Eleventh District Cost of Funds Rate in
effect on such Interest Determination Date.

       

      Determination of Federal
Funds Rate.  Unless otherwise specified in an Addendum attached
hereto, if the Federal Funds Rate is designated as an Interest Rate Basis for
this Note, the Federal Funds Rate on the applicable Interest Determination Date
will be the rate set forth in H.15 (519) for that day opposite the caption
“EFFECT,” as such rate is displayed on the Reuters Screen FEDFUNDS1
Page.  If such rate referred to in the preceding sentence does not
appear on Reuters Screen FEDFUNDS1 Page or is not yet published in H.15 (519) by
5:00 P.M., New York City time, on the related Calculation Date, the Federal
Funds Rate for the applicable Interest Determination Date will be the rate set
forth in the H.15 Daily Update, or such other recognized electronic source for
the purpose of displaying such rate, for that day opposite the caption “Federal
funds (effective)”.  If the rate in the preceding sentence is not so
published by 5:00 P.M., New York City time, on the related Calculation Date, the
Federal Funds Rate for the applicable Interest Determination Date will be
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 Calculation Agent and its affiliates,
selected by the Calculation Agent (after consultation with the Company) as of
the time prior to 9:00 A.M., New York City time on the applicable Interest
Determination Date.  If the brokers selected as aforesaid by the
Calculation Agent are not quoting as referred to in the preceding sentence, the
Federal Funds Rate for such Interest Determination Date will be the Federal
Funds Rate in effect on such Interest Determination Date.

       

      Determination of Federal
Funds Open Rate.  Unless otherwise specified in an Addendum
attached hereto, if the Federal Funds Open Rate is designated as an Interest
Rate Basis for this Note, the Federal Funds Open Rate on the applicable Interest
Determination Date will be the rate for U.S. dollar federal funds on the
applicable Interest Determination Date as displayed on Bloomberg Screen FEDSOPEN
<INDEX> or any other successor screen for determining such rate available
on Bloomberg.  If the rate referred to in the preceding sentence does
not appear on Bloomberg Screen FEDSOPEN <INDEX> or any other successor
screen or is not published by 5:00 P.M., New York City time, on the related
Calculation Date, the Federal Funds Open Rate for the applicable Interest
Determination Date will be the rate for that day displayed on Reuters page 5
under the heading “Federal Funds” and opposite the caption “Open,” or any
successor page for determining such rate available on Reuters.  If the
rate referred to in the preceding sentence does not appear on Reuters page 5 or
any other successor page or is not published by 5:00 P.M., New York City time,
on the related Calculation Date, the Federal Funds Open Rate for the applicable
Interest Determination Date will be the rate for that day as displayed on
Bloomberg Screen FFPREBON <INDEX>, or any successor screen for determining
such rate available on Bloomberg.  If the rate referred to in the
preceding sentence does not appear on Bloomberg Screen FFPREBON <INDEX>,
or any successor screen or is not published by 5:00 P.M., New York City time, on
the related Calculation Date, the Federal Funds Open Rate for the applicable
Interest Determination Date will be calculated by the Calculation Agent as the
arithmetic mean of the rates for the last transaction in overnight, U.S. dollar
federal funds,

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      arranged
before 9:00 A.M. New York City time on the relevant Interest Determination Date,
quoted by three leading brokers of U.S. dollar federal funds transactions in New
York City selected by the Calculation Agent.  If the brokers so
selected by the Calculation Agent are not quoting as referred to in the
preceding sentence, the Federal Funds Open Rate on the applicable Interest
Determination Date will equal the Federal Funds Open Rate in effect on the
applicable Interest Determination Date.

       

      Determination of
LIBOR.  If LIBOR is designated as an Interest Rate Basis for
this Note, LIBOR will be generally determined on the applicable Interest
Determination Date by the Calculation Agent as the average of the offered rates
for deposits in the Index Currency having the specified Index Maturity beginning
on the second London Banking Day immediately after the Interest Determination
Date (or, if pounds sterling is the Index Currency, beginning on such date or,
if euro is the Index Currency, beginning on the second TARGET Settlement Day
immediately after such date), that appear on the Designated LIBOR Page as of
11:00 A.M. London time, on that Interest Determination Date, if at least two
such offered rates appear on the Designated Libor Page; provided that if the
specified Designated LIBOR Page by its terms provides for a single rate, then
the single rate wil be used.  If fewer than two offered rates appear
on the Designated LIBOR Page, or, if no rate appears and the Desiganted LIBOR
Page by its terms only provides for a single rate, LIBOR for that Interest
Determination Date will be determined based on the rates on that Interest
Determination Date at approximately 11:00 A.M. London Time, at which deposits on
that date in the Index Currency for the period of the specified Index Maturity
are offered to prime banks in the London interbank market by four major banks in
that market selected by the Calculaton Agent (after consultation with the
Company) and in a principal amount that is representative for a single
transaction in the Index Currency in such market at such time.  The
offered rates must begin on the second London Business Day immediately after the
Interest Determination Date (or if pounds sterling is the Index Currency,
commencing on such Interest Determination Date or, if euro is the Index
Currency, beginning on the second TARGET Settlement Day immediately after such
date). The Calculation Agent shall request the principal London office of each
of these banks to quote its rate. If the Calculation Agent receives at least two
quotations, LIBOR will be the average of those quotations.  If the
Calculation Agent receives fewer than two quotations as referred to in the
preceding sentence, LIBOR will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M. in the Principal Financial Center, on such Interest
Determination Date by major banks in the Principal Financial Center selected by
the Calculation Agent (after consultation with the Company).  The
rates will be for loans in the Index Currency to leading European banks having
the specified Index Maturity beginning on the second London Business Day after
the Interest Determination Date (or, if pounds sterling is the Index Currency,
commencing on such Interest Determination Date or, if euro is the Index
Currency, beginning on the second TARGET Settlement Day immediately after such
date) and in a principal amount that is representative for a single transaction
in such Index Currency in such market at such time.  If the banks so
selected by the Calculation Agent are not quoting as referred to in the
preceding sentence, the rate of interest on the LIBOR Notes with respect to the
following Interest Reset Period will be the rate of interest in effect on the
applicable Interest Determination Date.

       

      “Designated
LIBOR Page” means the display page specified on the face hereof, or if no page
is so specified or LIBOR Reuters is specified, the display on Reuters, or any
successor service, on page LIBOR01, or any other page as may replace that page
on that service, for the

       

      
        
          
          

        

        
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      purpose
of displaying the London interbank rates of major banks for the applicable Index
Currency.

       

      “TARGET
Settlement Day” means any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open.

       

      Determination of Prime
Rate.  Unless otherwise specified in an Addendum attached
hereto, if Prime Rate is designated as an Interest Rate Basis for this Note, the
Prime Rate on the applicable Interest Determination Date will be the rate on
such Interest Determination Date set forth in H.15(519) opposite the caption
“Bank prime loan”.  If such rate referred to in the preceding sentence
is not so published by 5:00 P.M., New York City time, on the related Calculation
Date, the Prime Rate for the applicable Interest Determination Date will be the
rate on such Interest Determination Date set forth in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “Bank prime loan”.  If the rate
referred to in the preceding sentence is not so published by 5:00 P.M., New York
City time, on the related Calculation Date, then the Prime Rate for the
applicable Interest Determination Date will be the rate calculated by the
Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by three major banks, which may include the Calculation Agent and its
affiliates, in New York City selected by the Calculation Agent (after
consultation with the Company) as its U.S. dollar prime rate or base lending
rate as in effect for that day.  Each change in the primate rate or
base lending rate so announced by such bank will be effective as of the
effective date of the announcement or, if no effective date is specified, as of
the date of the announcement.  If the banks selected by the
Calculation Agent are not quoting as described in the preceding sentence, the
Prime Rate for the applicable Interest Determination Date will be the Prime Rate
in effect on such Interest Determination Date.

       

      Determination of Treasury
Rate.  Unless otherwise specified in an Addendum attached
hereto, if the Treasury Rate is designated as an Interest Rate Basis for this
Note, the Treasury Rate on the applicable Interest Determination Date will be
the rate from the auction held on the applicable Interest Determination Date
(“Auction”) of direct obligations of the United States (“Treasury Bills”) having
the Index Maturity specified on the face hereof which appears on either the
Reuters Screen USAUCTION10 Page or the Reuters Screen USAUCTION11 Page opposite
such Index Maturity under the heading “INVEST RATE”.  If the Treasury
Bills having the Index Maturity specified on the face hereof were auctioned on
the applicable Interest Determination Date and the rate described in the
preceding sentence is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the Treasury Rate for the applicable Interest
Determination Date will be the Bond Equivalent Yield of the rate for the
applicable Treasury Bills as  published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
Treasury Bill auction rate, under the caption “U.S. Government
securities/Treasury bills/Auction high”.  If such rate described in
the preceding sentence is not so published by 3:00 P.M., New York City time, on
the related Calculation Date, the Treasury Rate for the applicable Interest
Determination Date will be the Bond Equivalent Yield of the auction rate of the
applicable Treasury Bills announced by the United States Department of the
Treasury.  If the rate described in the preceding sentence is not
announced by the United States Department of the Treasury, or if the Auction is
not held, the Treasury Rate for the applicable Interest Determination Date will
be the Bond Equivalent Yield of the rate on such Interest Determination Date of
Treasury Bills having the Index Maturity specified above set forth

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

         

      

      in
H.15(519) under the caption “U.S. Government securities/Treasury bills/Secondary
market”.  If the rate described in the preceding sentence is not so
published by 3:00 P.M., New York City time, on the related Calculation Date, the
Treasury Rate for the applicable Interest Determination Date will be the rate on
the applicable Interest Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption “U.S.
Government securities/Treasury bills/Secondary market”.  If the rate
described in the preceding sentence is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Treasury Rate for the applicable
Interest Determination Date will be the rate on such 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 the applicable Interest Determination Date, of
three primary United States government securities dealers, which may include the
Calculation Agent or its affiliates, selected by the Calculation Agent (after
consultation with the Company), for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified above.  If the
dealers selected as aforesaid by the Calculation Agent as described in the
preceding sentence, the Treasury Rate will be the Treasury Rate in effect on
such Interest Determination Date.

       

      “Bond
Equivalent Yield” means, in respect of any security with a maturity of six
months or less, the rate for which is quoted on a bank discount basis, a yield
(expressed as a percentage) calculated in with the following
formula:

       

      

       

      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 interest period for
which interest is being calculated.

       

      The Notes
are issuable only in registered form without coupons in denominations equal to
the Minimum Denomination specified above and higher integral multiples of the
Minimum Incremental Denomination specified above (unless otherwise specified in
an Addendum attached hereto).  The Company will specify the minimum
denominations for Notes denominated in a foreign currency in an Addendum
attached hereto.  As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the
same.

       

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

       

      
        
          
          

        

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

       

      Notwithstanding
anything to the contrary contained herein or in the Indenture, for purposes of
determining the voting rights of a Holder of a Note for which the principal
thereof is determined by reference to the price or prices of specified
commodities or stocks, interest rate indices, interest rate swap or exchange
rate swap indices, the exchange rate of one or more specified currencies
relative to another currency or such other price, exchange rate or other
financial index or indices as specified above (a “Principal Indexed Note”), the
principal amount of any such Principal Indexed Note will be deemed to be equal
to the face amount thereof upon issuance.  The method for determining
the amounts, if any, payable on Interest Payment Dates and at Maturity on a
Principal Indexed Note will be specified in an attached Addendum.

       

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

       

      The
Indenture permits, subject to certain exceptions provided therein, the Company
and the Trustee to enter into supplemental indentures for a series of Securities
with the consent of the Holders of 66 2/3% of the outstanding principal amount
of that series, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of each such series affected by such
modification or amendment.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.

       

      So long
as this Note shall be outstanding, the Company will cause to be maintained, in
each Place of Payment, an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided and for the
registration, transfer and exchange of this Note. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture will alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
time, place and rate, and in the coin or currency, herein
prescribed.

       

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

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

      

      At the
request of the Holder of this Note, the Calculation Agent shall provide to the
Holder the interest rate hereon then in effect and, if determined, the interest
rate which will become effective as of the next Interest Reset
Date.

       

      If this
Notes is not a Reopening Note, the Company may reopen this issue of Notes by
issuing additional Securities with the same terms as these Notes, except that
the additional Securities shall bear interest from and including the last date
to which interest has been paid on these Notes or from the Original Issue Date
specified above, if no interest has been paid.  Any additional
Securities so issued will be considered for all purposes part of the same issue
of Notes.

      


      Unless
otherwise specified in an Addendum attached hereto, if this Note is a Reopening
Note, notwithstanding anything to the contrary in this Note, interest on this
Note shall accrue from and including the Initial Interest Accrual Date specified
above; and for purposes of all interest calculations, references to Original
Issue Date in this Note shall be replaced with a reference to the Initial
Interest Accrual Date specified above.  If this Note is a Reopening
Note, this Note shall be considered for all purposes part of the same issue of
Notes that has been reopened.

      


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

       

      Any
provision contained herein with respect to the determination of an Interest Rate
Basis, the specification of Interest Rate Basis, calculation of the Interest
Rate applicable to this Note, its payment dates or any other matter relating
hereto may be modified as specified in an Addendum relating
hereto.  References herein to “this Note,” “hereof,” “herein,” “as
specified above” or similar language of like import shall include any Addendums
to this Note.

      


      As used
herein, and unless otherwise specified in an Addendum hereto:

       

      (a)           the
term “Business Day”
means, for CMS Rate Notes and CMT Rate Notes, any day except for a Saturday,
Sunday or a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities,
and, with respect to all other notes:

       

      
        	
                 
      

              	
                1.

              	
                for
      United States dollar denominated Notes for which LIBOR is not an
      applicable Interest Rate Basis:  any day other than a Saturday
      or Sunday, that is neither a legal holiday nor a day on which commercial
      banks are authorized or required by law, regulation or executive order to
      close in The City of New York (a “New York Business
  Day”);

              


      

       

      
        	
                 
      

              	
                2.

              	
                for
      United States dollar denominated Notes for which LIBOR is an applicable
      Interest Rate Basis:  a day that is both (x) a day on which
      commercial banks are open for business, including dealings in the
      designated Index Currency (as defined below) in London (a “London Banking
      Day”) and (y) a New York Business
Day;

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                3.

              	
                for
      non-United States dollar denominated Notes (other than Notes denominated
      in euro) for which LIBOR is not an applicable Interest Rate
      Basis:  a day that is both (x) a day other than a day on which
      commercial banks are authorized or required by law, regulation or
      executive order to close in the Principal Financial Center (as defined
      below) of the country issuing the Specified Currency indicated above (a
      “Principal Financial Center Business Day”) and (y) a New York Business
      Day;

              


      

       

      
        	
                 
      

              	
                4.

              	
                for
      non-United States dollar denominated Notes (other than Notes denominated
      in euro) for which LIBOR is an applicable Interest Rate
      Basis:  a day that is all of: (x) a Principal Financial Center
      Business Day; (y) a New York Business Day; and (z) a London Banking
      Day;

              


      

       

      
        	
                 
      

              	
                5.

              	
                for
      euro denominated Notes for which LIBOR is not an applicable Interest Rate
      Basis:  a day that is both (x) a day on which the Trans-European
      Automated Real-time Gross Settlement Express Transfer (TARGET) System is
      open (a “TARGET Business Day”); and (y) a New York Business Day;
      and

              


      

       

      
        	
                 
      

              	
                6.

              	
                for
      euro denominated Notes for which LIBOR is an applicable Interest Rate
      Basis:  a day that is all of: (x) a TARGET Business Day; (y) a
      New York Business Day; and (z) a London Banking
  Day.

              


      

       

      (b)           the
term “Principal Financial
Center” means:

       

      
        	
                 
      

              	
                1.

              	
                the
      capital city of the country issuing the Specified Currency except that
      with respect to United States dollars, Australian dollars, Canadian
      dollars, South African rand and Swiss francs, the Principal Financial
      Center will be The City of New York, Sydney, Toronto, Johannesburg and
      Zurich, respectively, or

              


      

       

      
        	
                 
      

              	
                2.

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

              


      

       

      (c)           the
term “Index Currency”
means the currency for which LIBOR will be calculated as specified above. If no
currency is specified, the Index Currency will be U.S. dollars.

       

      (d)           the
term “Specified
Currency” means the currency in which a particular Note is denominated
(or, if the currency is no longer legal tender for the payment of public and
private debts, any other currency of the relevant country or entity which is
then legal tender for the payment of such debts).

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

      

      (e)           all
terms used in this Note which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

         

      

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed,
manually or in facsimile, and an imprint or facsimile of its corporate seal to
be imprinted hereon.

       

      
         

         

        
          	
                  TOYOTA
      MOTOR CREDIT CORPORATION

                	 
	 	 
	 	 
	 	 	 	 
	By:	 	 
	 	
                  George
      E. Borst

                	 
	 	
                  President
      and Chief Executive Officer

                	 


        

         

      

      


      
        
           

           

          
            	Attest:	 
	 	 
	 	 
	 	 	 	 
	By:	 	 
	 	
                    
                      David
      Pelliccioni

                    

                  	 
	 	
                    Secretary

                  	 


          

           

        

      

       

       

      CERTIFICATE
OF AUTHENTICATION

       

      This is
one of the Securities

      of the
series designated therein

      referred
to in the within-mentioned

      Indenture.

       

      DEUTSCHE
BANK TRUST COMPANY AMERICAS

      as Trustee

      


      


      By:
____________________________                                       Dated:___________________

             Authorized
Officer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      OPTION TO
ELECT REPAYMENT

       

      


       

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

      _________________________________________________________________________

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

       

      For this Note to be repaid, the Trustee
must receive at its Corporate Trust Office, or at such other place or places of
which the Company shall from time to time notify the Holder of this Note, not
more than 15 nor less than 10 days prior to an Optional Repayment Date, if any,
shown on the face of this Note, this Note with this “Option to Elect Repayment”
form duly completed.

       

      If less than the entire principal
amount of this Note is to be repaid, specify the portion hereof (which shall be
integral multiples of the Minimum Incremental Denomination specified above)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be equal to the Minimum Denomination specified above
or higher integral multiples of the Minimum Incremental Denomination specified
above) of the Notes to be issued to the Holder for the portion of this Note not
being repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).

       

      


       

                                                                                         

      
        
           

          
            	$_________________________________	 	_______________________________________________________
	 	 	
                    NOTICE:
      The signature on this Option to Elect

                  
	
                    Date:
      ______________________________

                     

                     

                     

                  	 	
                    Repayment
      must correspond with the name as

                    written
      upon the face of this Note in every

                    particular,
      without alteration or enlargement or any

                    change
      whatever.

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      ASSIGNMENT/TRANSFER
FORM

       

      


       

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

      __________________________________________________________________________ 

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

      __________________________________________________________________________  the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the
premises.

       

      


      
         

        
          	
                  Date:
      ______________________________

                	 	
                  _____________________________________

                


        

         

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

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      ABBREVIATIONS

       

      


       

      The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.

       

      TEN COM –
as tenants in common

       

      UNIF  GIFT
MIN ACT --..................Custodian........................

                                                      
(Cust)                                (Minor)

       

      Under
Uniform Gifts to Minors Act

       

      ...................................................

       

      (State)

       

      TEN ENT –
as tenants by the entireties

       

      JT TEN –
as joint tenants with right of survivorship and not as tenants in

      common

       

      


       

      Additional abbreviations may also be
used though not in the above list.