Exhibit 4(s)


	
 


	
[FORM OF FACE OF SERIES A GLOBAL MTN


	
FLOATING RATE REGISTERED DTC GLOBAL NOTE]


	
This debt is not guaranteed under the Federal
 Deposit Insurance Corporation’s


	
Temporary Liquidity Guarantee Program.


	
 


	
GENERAL ELECTRIC CAPITAL CORPORATION

 GLOBAL MEDIUM-TERM NOTE, SERIES A

 (Floating Rate)








	
 

	
 

	
 


	
REGISTERED

	
 

	
REGISTERED


	
No. USFLR

	
 

	
[             ]1


	
CUSIP: ______

	
 

	
[             ]2


	
ISIN: _______

	
 

	
 


	
Common Code: ______

	
 

	
 





          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or such other name as requested by
an authorized representative of The Depository Trust Company 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. 


          Unless
and until it is exchanged in whole or in part for Notes in definitive
registered form, this registered global 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. 


IF APPLICABLE, THE “ISSUE
PRICE”, THE “AMOUNT OF OID”, THE “ORIGINAL ISSUE DATE” AND THE “YIELD TO
MATURITY” WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF OID UPON
(A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED ON THE
REVERSE HEREOF. 


	
 

	
 


	




	
1

	
Insert Principal Amount. 


	
 

	
 


	
2

	
Insert Optional Payment
 Amount if the Note has a dual-currency feature. 


	
 

	
 












	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ORIGINAL ISSUE

 DATE:

 

 MATURITY DATE:

 

 SPECIFIED (FACE

 AMOUNT)

 CURRENCY:3,4

 

 INTEREST RATE

 BASIS:

 

 APPLICABILITY OF

 ANNUAL

 REDEMPTION 

 PERCENTAGE

 INCREASE:

 

 If yes, state each

 redemption date and

 redemption price:

 

 APPLICABILITY OF

 ANNUAL

 REDEMPTION

 REDUCTION:

 

 If yes, state Annual

 Percentage Reduction:

	
 

	
INITIAL INTEREST DATE:

 

 INTEREST ACCRUAL DATE:

 

 MAXIMUM INTEREST RATE:

 

 MINIMUM INTEREST RATE:

 

 INDEX MATURITY:

 

 OPTION ELECTION DATES:3 

 

 OPTIONAL PAYMENT CURRENCY:3

 

 DESIGNATED EXCHANGE RATE:3

 

 NOTES ALSO REPRESENTED BY
INTERNATIONAL GLOBAL NOTE:

o
Yes5               
 o No

	
 

	
SPREAD (PLUS OR MINUS):

 

 ALTERNATE RATE

 EVENT SPREAD:

 

 SPREAD MULTIPLIER:



INTEREST PAYMENT 

 PERIOD:

 

 INTEREST RESET 

 PERIOD:

 

 INTEREST RESET
 DATES:

 


 APPLICABILITY OF

 MODIFIED PAYMENT

 UPON ACCELERATION

 OR REDEMPTION:

 

 If yes, state Issue Price:

 

 INDEXED CURRENCY:4


 CURRENCY BASE4

 RATE:

	
 

	
INITIAL REDEMPTION

 DATE:

 

 INITIAL REDEMPTION PERCENTAGE:

 

 OPTIONAL

 REPAYMENT DATE(S):

 

 YIELD TO MATURITY:

 

 AMOUNT OF OID:

 

 ISSUE PRICE

 

 DESIGNATED CMT

 TELERATE PAGE:










	
 

	
 

	
 

	
 

	
 


	
Calculation Agent:

	
IF INTEREST RATE BASIS IS
 LIBOR:


	
 

	
 

	
DESIGNATED LIBOR
 CURRENCY:____________


	
 

	
 

	
DESIGNATED LIBOR PAGE:


	
 

	
 

	
[  ] Reuters
 Page: ____________


	
 

	
 

	
[  ] Telerate
 Page: _____________


	
 

	
 


	
INTEREST CALCULATION:

	
DAY COUNT CONVENTION


	
 

	
[  ] Regular
 Floating Rate Note

	
 

	
[  ] Actual/360
 for the period


	
 

	
[  ] Floating
 Rate/Fixed Rate

	
 

	
         from        to


	
 

	
 

	
Fixed Rate Commencement
 Date:

	
 

	
[  ]
 Actual/Actual to the period


	
 

	
 

	
Fixed Interest Rate:

	
 

	
         from        to


	
 

	
[  ] Inverse
 Floating Rate Note

	
 


	
 

	
 

	
Fixed Interest Rate:

	
 

	
[  ] Other:
 (Specify)


	
 

	
 


	
ADDENDUM ATTACHED:

	
 








	
 


	




	
3 If Note has dual currency feature. 


	
 


	
4 If Note has index feature.


	
 


	
5 If Notes of the same Tranche are also to
 be represented by a global note (an “International Global Note”) deposited
 with a common depositary for Clearstream Banking, société anonyme and
 Euroclear Bank S.A./N.V.





2





	
 

	
 


	
 

	
[  ] Yes


	
 

	
[  ] No





OTHER PROVISIONS: Any
provisions to the contrary specified on the reverse hereof notwithstanding, the
Interest Rate Basis specified above shall be calculated in accordance with the
Company’s Prospectus Supplement dated January 23, 2009 to its Prospectus dated
January 23, 2009, relating to its Global Medium-Term Notes Due From 9 Months to
60 Years From Date of Issue 


3






          General
Electric Capital Corporation, a Delaware corporation (together with its
successors and assigns, the “Company”), for value received, hereby promises to
pay to                    , or registered assignees, the principal sum (or Face Amount, if the
Note has a dual-currency or index feature) specified in Schedule I hereto on
the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon from the Original Issue
Date specified above at a rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date next succeeding the
Original Issue Date specified above, and thereafter at a rate per annum
determined in accordance with the provisions specified on the reverse hereof
until the principal hereof is paid or duly made available for payment (except
as provided below). The Company will pay interest in arrears monthly,
quarterly, semiannually, or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date (or any redemption or repayment date); provided, however, that if the Original
Issue Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date succeeding the Original Issue Date to the registered
holder of this Note on the Record Date with respect to such second Interest
Payment Date; and provided, further, that
if an Interest Payment Date (other than maturity) would fall on a day that is
not a Business Day (this and certain other capitalized terms used herein are
defined on the reverse of this Note), such Interest Payment Date shall be the
following day that is a Business Day, except that if the Interest Rate Basis
specified above is LIBOR and such next Business Day falls in the next calendar
month, the Interest Payment Date shall be the immediately preceding day that is
a Business Day. 


          [With
respect to any dual-currency Notes, the Company may elect on each Option
Election Date specified above (each such date herein being called an “Option
Election Date”) to pay the amounts due on this Note on the succeeding Interest
Payment Date or Maturity Date, as the case may be, in the Optional Payment
Currency specified above (the “Optional Payment Currency”) instead of in the
Face Amount Currency. The amounts due in the Optional Payment Currency on any
Interest Payment Date or at the Maturity Date, as the case may be, shall be
determined by the Company using the Designated Exchange Rate specified above
(the “Designated Exchange Rate”). If such election is made, the Company shall
notify the Paying Agent, as defined below, of the election on the Option
Election Date and notice of such election shall be mailed to the registered
holder of this Note by first class mail, postage prepaid, at the address of
such holder as that address appears upon the books of the Company within two
Business Days (this and certain other capitalized terms used herein are defined
on the reverse of this Note) of the Option Election Date and shall state (i)
the Interest Payment Date and (ii) the exchange rate to be used to convert
amounts from the Face Amount Currency to the Optional Payment Currency, which
rate shall be the Designated Exchange Rate. Any such notice by the Company to
the registered holder of this Note, once given, may not be withdrawn. If the
Company elects on any Option Election Date to pay the amounts due on each
succeeding Interest Payment Date or at the Maturity Date, as the case may be,
in the Optional Payment Currency, then it shall pay all such amounts (including
principal) due with respect to this Note in the Optional Payment Currency on
each succeeding Interest Payment Date or at the Maturity Date, as the case may
be. If the Company does not elect on an Option Election Date to pay the amount
due on the succeeding Interest Payment Date or at the Maturity Date, as the
case may be, in the Optional Payment Currency, then such payment shall be made
in the Face Amount Currency and no notice of such payment need be given.]6


          Payment
of the principal of this Note, any premium and the interest due at the Maturity
Date (or any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of such
paying agent (a “Paying Agent”) as the Company may determine maintained for
that purpose in the Borough of Manhattan, The City of New York, [and in London]7
or at the office or agency of such other Paying Agent as the Company may
determine. 


	
 

	
 


	




	
6

	
Use if Note has
 dual-currency feature.


	
 

	
 


	
7

	
Include if this Note is to
 be listed on the London Stock Exchange.





4






          Interest
on this Note will accrue initially from the Original Issue Date and thereafter
will accrue from the most recent Interest Payment Date to which interest has
been paid or duly provided for and such interest thereafter will accrue until
the principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Note) is registered at the close of business on the date 15 days
prior to an Interest Payment Date (whether or not a Business Day) (each such
date a “Record Date”); provided, however,
that interest payable on the Maturity Date (or any redemption or repayment
date) will be payable to the person to whom the principal hereof shall be
payable. 


5






          If
the Specified Currency indicated on the face hereof is other than U.S. dollars,
any payment on this Note on an Interest Payment Date or the Maturity Date (or
any redemption or repayment date) will be made in U.S. dollars based on the
noon U.S. dollar buying rate in the City of New York for cable transfers of
such Specified Currency, on the second Business Day (this and certain other
capitalized terms used herein are defined on the reverse of this Note)
preceding the applicable payment date, as certified by the Federal Reserve Bank
of New York for customs purposes, unless the holder hereof elects by written
request (which request shall also include appropriate wire transfer
instructions) to the Paying Agent at its corporate trust office in The City of
New York received on or prior to the Record Date relating to an Interest
Payment Date or at least 10 days prior to the Maturity Date (or any redemption
or repayment date), as the case may be, to receive such payment in such
Specified Currency except as provided on the reverse hereof; provided, that the amount of such
Specified Currency to be received by a holder of this Note who so elects to
receive such Specified Currency will be based on a firm bid quotation in New
York City received by the Exchange Rate Agent, as defined on the reverse
hereof, at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from a recognized foreign exchange
dealer (which may be the Exchange Rate Agent) for the purchase by the quoting
dealer of U.S. dollars in exchange for such Specified Currency for settlement
on such payment date in the aggregate amount of such Specified Currency payable
to all holders of Notes having the same terms as this Note (including Original
Issue Date) that have so elected to receive such Specified Currency and at
which the applicable dealer commits to execute a contract; provided, further, that if such bid
quotation is not available, such payments shall be made in U.S. Dollars. All
currency exchange costs will be borne by the holder of this Note who so elects
to receive such Specified Currency by deductions from such payments. The holder
hereof may elect to receive payment in such Specified Currency for all such
payments and need not file a separate election for each such payment, and such
election shall remain in effect until revoked by written notice to the Paying
Agent at its corporate trust office in The City of New York received on a date
prior to the Record Date for the relevant Interest Payment Date or at least 10
days prior to the Maturity Date (or any redemption or repayment date), as the
case may be; provided, however, that
such election is irrevocable as to the next succeeding payment to which it
relates; if such election is made as to full payment on this Note, such
election may thereafter be revoked so long as the Paying Agent is notified of
the revocation within the time period set forth above. 


          If
the Specified Currency indicated on the face hereof is U.S. dollars, payment of
the principal of and premium, if any, and interest on this Note will be made in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts; provided, however, that payments of interest, other than
interest due at maturity (or any redemption or repayment date) will be made by
United States dollar check mailed to the address of the person entitled thereto
as such address shall appear in the Note register. A holder of U.S.$5,000,000
or more in aggregate principal amount of Notes having the same Interest Payment
Date will be entitled to receive payments of interest, other than interest due
at maturity or any date of redemption or repayment, by wire transfer of
immediately available funds to an account maintained by the holder of this Note
if appropriate wire transfer instructions in writing have been received by the
Paying Agent not less than 10 calendar days prior to the applicable Interest
Payment Date. 


          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 the Trustee, as
defined on the reverse hereof, by manual signature, this Note shall not be
entitled to any benefit under the Indenture, as defined on the reverse hereof,
or be valid or obligatory for any purpose. 


6






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


	
 

	
 

	
 

	
 


	
DATED:

	
GENERAL
 ELECTRIC CAPITAL CORPORATION


	
 

	
 

	
 


	
[SEAL]

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Title: Senior Vice
 President – Corporate Treasury and Global Funding Operaton


	
 

	
 

	
 


	
Attest:

	
 

	
 


	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
     Title:
 Assistant Secretary

	
 

	
 


	
 

	
 

	
 


	
CERTIFICATE
 OF AUTHENTICATION

	
 

	
 


	
 

	
 

	
 


	
          This
 is one of the Securities of the Tranche designated therein described in the
 within-mentioned Indenture.


	
 

	
 

	
 


	
THE BANK
 OF NEW YORK MELLON,
 as Trustee


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
     Authorized
 Signatory

	
 

	
 


	
 

	
 

	
 





7






[FORM OF REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Global Medium-Term Notes, Series A,
having maturities from nine months to 60 years from the date of issue (the
“Notes”) of the Company. The Notes are issuable under a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Bank of New York Mellon, as successor trustee, as amended by the First
Supplemental Indenture dated as of May 3, 1999, the Second Supplemental
Indenture dated as of July 2, 2001, the Third Supplemental Indenture dated as
of November 22, 2002 and the Fourth Supplemental Indenture dated as of August 24,
2007 (such indenture as amended and supplemented to the date hereof being
referred to herein as the “Indenture”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the Company, the
Trustee and the holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Bank of New York Mellon has
been appointed Exchange Rate Agent (the “Exchange Rate Agent”, which term
includes any successor, Exchange Rate Agent) with respect to the Notes, and The
Bank of New York Mellon. at its corporate trust office in The City of New York
has been appointed the registrar and as a Paying Agent with respect to the
Notes. The Calculation Agent will be appointed pursuant to the applicable
pricing supplement. The terms of individual Notes may vary with respect to
interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Indenture. To the extent not inconsistent
herewith, the terms of the Indenture are hereby incorporated by reference
herein. 


          This
Note will not be subject to any sinking fund and will not be redeemable or
subject to repayment at the option of the holder prior to maturity, except as
provided below. 


          This
Note may be redeemed at the option of the Company on any date on and after the
Initial Redemption Date, if any, specified above (the “Redemption Date”. If no
Initial Redemption Date is set forth above, this Note may not be redeemed at
the option of the Company prior to the Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or from
time to time in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the Company at the
applicable Initial Redemption Percentage together with interest thereon payable
to the Redemption Date, on notice given to the holder of this Note not more
than 60 nor less than 30 days prior to the Redemption Date. 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 of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
“Applicability of Annual Redemption Percentage Increase” or “Applicability of
Annual Redemption Reductions”. [If this Note is subject to “Modified Payment
upon Acceleration or Redemption” the redemption price of this Note shall be
limited to the Amortized Amount.] 


          Unless
otherwise indicated on the face of this Note, this Note shall not be subject to
repayment at the option of the holder prior to the Maturity Date. If so
indicated on the face of this Note, this Note may be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to
100% of the principal amount to be repaid, together with interest hereon
payable to the date of repayment. For this Note to be repaid in whole or in
part at the option of the holder hereof, the Company must receive at the
corporate trust office of the Paying Agent in the Borough of Manhattan, The
City of New York, at least 30 days but not more than 60 days prior to the
repayment, (i) this Note with the form entitled “Option to Elect Repayment” on
the reverse hereof duly completed or (ii) a telegram, facsimile transmission or
a letter from a member of a national securities exchange or a member of the
Financial Industry Regulatory Authority, Inc. (“FINRA”) or a commercial bank or trust
company in the United States which must set forth the name of the holder of the
Note, the principal amount of this Note, the principal amount of this Note to
be repaid, the certificate number or a description of the tenor and terms of
this Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note to be repaid, together with the duly
completed form entitled “Option to Elect Repayment” on the reverse hereof, will
be received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, facsimile transmission or letter; provided, however, that such telegram,
facsimile transmission or letter from a member of a national securities
exchange or a member of FINRA or a commercial bank or trust company in the
United States shall only be effective if in such case, this Note and form duly
completed are


8






received by the Company by
such fifth Business Day. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon cancellation hereof, but only in an
authorized denomination. 


	
 

	
 


	
 

	
This Note will bear
 interest at the rate determined as follows:


	
 

	
 


	
 

	
          1.
 If this Note is designated as a Regular Floating Rate Note on the face
 hereof, then, except as described below, this Note shall bear interest at the
 rate determined by reference to the applicable Interest Rate Basis shown on
 the face hereof (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 on the face hereof. Commencing on the Initial
 Interest Reset Date, the rate at which interest on this Note is payable shall
 be reset as of each Interest Reset Date specified on the face hereof; provided, however, that (i) 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 (ii) unless
 otherwise specified on the face hereof, the interest rate in effect hereon
 for the ten calendar days immediately prior to a Maturity Date or redemption
 or repayment date shall be that in effect on the tenth calendar day preceding
 such date. 


	
 

	
 


	
 

	
          2.
 If this Note is designated as a Floating Rate/Fixed Rate Note on the face
 hereof, then, except as described below, this Note shall initially bear
 interest at the rate determined by reference to the applicable Interest Rate
 Basis shown on the face hereof (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 on the face hereof. Commencing
 on the Initial Interest Reset Date, the rate at which interest on this Note
 is payable shall be reset as of each Interest Reset Date specified on the
 face hereof; provided, however, that
 (i) 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; (ii)
 unless otherwise specified on the face hereof, the interest rate in effect
 hereon for the ten calendar days immediately prior to the Fixed Rate
 Commencement Date shall be that in effect on the tenth calendar day preceding
 the Fixed Rate Commencement Date; and (iii) the interest rate in effect
 commencing on, and including, the Fixed Rate Commencement Date to the
 Maturity Date shall be the Fixed Interest Rate, if such a rate is specified
 on the face hereof, or if no such Fixed Interest Rate is so specified, the
 interest rate in effect hereon on the day immediately preceding the Fixed
 Rate Commencement Date. 


	
 

	
 


	
 

	
          3.
 If this Note is designated as an Inverse Floating Rate Note on the face
 hereof, then, except as described below, this Note will bear interest equal
 to the Fixed Interest Rate indicated on the face hereof minus the rate
 determined by reference to the applicable Interest Rate Basis shown on the
 face hereof (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 on the face hereof; provided,
 however, that the interest rate hereon will not be less than zero.
 Commencing on the Initial Interest Reset Date, the rate at which interest on
 this Note is payable shall be reset as of each Interest Rate Reset Date
 specified on the face hereof; provided,
 however, that (i) 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 (ii) unless otherwise specified on the face
 hereof, the interest rate in effect hereon for the ten calendar days
 immediately prior to a Maturity Date or redemption or repayment date shall be
 that in effect on the tenth calendar day preceding such date. 


	
 

	
 


	
 

	
          4.
 Notwithstanding the foregoing, if this Note is designated on the face hereof
 as having an Addendum attached, the Note shall bear interest in accordance
 with the terms described in such Addendum. 





          Except
as provided above, the interest rate in effect on each day shall be (a) if such
day is an Interest Reset Date, the interest rate determined on the 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 Interest Determination Date immediately preceding the next
preceding Interest Reset Date. Each Interest Rate Basis shall be the rate
determined in accordance with the applicable provision below. If any Interest
Reset Date (which term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding day
that is a Business Day, except that if an 


9






Interest Rate Basis
specified on the face hereof is LIBOR and such next Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the next
preceding Business Day. 


          The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the CD Rate, Commercial Paper Rate,
Federal Funds Rate, Prime Rate and CMT Rate will be the second Business Day
next preceding such 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 (the “FHLB of San Francisco”) publishes
the Index (as defined below). The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to LIBOR
shall be the second London Business Day preceding such Interest Reset Date
unless the Index Currency is (i) pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date or (ii) Euro, in
which case the Interest Determination Date will be the second Target Settlement
Date (as defined below) preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that
if an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an
auction shall fall on any Interest Reset Date, then the Interest Reset Date
shall instead be the first Business Day following the date of such auction. 


          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 Maturity Date or redemption or repayment
date, as the case may be. 


          Determination
of CD Rate. If
the Interest Rate Basis specified on the face hereof is the CD Rate, the CD
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in “Statistical
Release H.15(519), Selected Interest Rates,” or any successor publication
(“H.15(519)”), under the heading “CDs (secondary market),” or, if not so
published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof as published in the daily update of
H.15(519), available through the world-wide-web site of the Board of Governors
of the Federal Reserve Systems at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication (“H.15 Daily Update”) or such other recognized electronic source
used for the purpose of displaying such rate, under the heading “CDs (secondary
market).” If such rate is not yet published in either H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date pertaining to such Interest Determination Date,
then the CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent referred to on the face hereof and will be the average of the
secondary market offered rates as of 10:00 a.m., New York City time, on such
Interest Determination Date, as quoted by three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent (after consultation with the Company), for negotiable
certificates of deposit of major United States money market banks with a
remaining maturity closest to the Index Maturity specified on the face hereof
in a denomination of $5,000,000; provided, however, that if fewer than three
dealers are quoting rates, the rate of interest on this Note with respect to
the following Interest Reset Period shall be the rate of interest as in effect
on such Interest Determination Date. 


          Determination
of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial
Paper Rate, the Commercial Paper Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the Money Market
Yield (as defined herein) of the rate on such date for commercial paper having
the Index Maturity specified on the face hereof, as such rate shall be
published in H.15(519) under the heading “Commercial Paper-Nonfinancial,” or if
not so published prior to 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Commercial Paper Rate
shall be the Money Market Yield of the average for the offered rates, as of 11:00 a.m., New York City time,
on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the
calculation agent (after consultation with us) for commercial paper having the specified Index Maturity placed for an industrial
      issuer whose bond rating is “AA”, or the equivalent, by a nationally recognized rating agency.


10






If fewer than three dealers are providing quotes, the rate of interest on the Commercial Paper Rate note with
respect to the following Interest Reset Period shall be the rate of interest as in effect on such Interest Determination Date. 


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


	
 
	
 
	
 
	
 

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




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


          Determination
of Eleventh District Cost of Funds Rate. If an
Interest Rate Basis for this Note is the Eleventh District Cost of Funds Rate,
as indicated above, the Eleventh District Cost of Funds Rate shall be
determined on each applicable Interest Determination Date and shall be the rate
equal to the monthly weighted average cost of funds for the calendar month
preceding such Interest Determination Date as set forth under the caption “11th
District” on Reuters page COF1/ARMS (or such other page as is specified in the applicable pricing supplement)
as of 11:00 a.m., San Francisco time, on such Interest Determination Date. If such rate does
not so appear, the Eleventh District Cost of Funds Rate shall be the FHLB Index for the
calendar month preceding the date of such announcement. If the Federal Home Loan Bank of
San Francisco fails to announce such rate for the calendar month next preceding such
Interest Determination Date, then the rate of interest on the Eleventh District Cost of
Funds Rate notes with respect to the following Interest Reset Period shall be the rate
of interest as in effect on such Interest Determination Date. 


          Determination
of Federal Funds Rate. If the Interest Rate Basis
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) prior to 11:00 a.m., New York City time, under the heading “Federal Funds Effective”, as such rate is
displayed on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service).

The following procedures will apply if the rate cannot be set as described above:

	 

	
      (a)
	 
	 
	 	
      If the rate does not appear on the Reuters Screen FEDFUNDS1 Page provided by Reuters (or any such other page that may replace that page on that service or a successor service) or is not published in H.15(519) prior to 11:00 a.m., New York City time, on the Calculation Date, then the
      Federal Funds Rate will be the rate with respect to such Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal Funds (Effective)”.

	 

	
    (b)
	 	
     
	 	
    If the rate does not appear on the Reuters Screen FEDFUNDS1 Page provided by Reuters
    (or any such other page that may replace that page on that service or a successor service or is not published in H.15(519),
    H.15 Daily Update or another recognized electronic source by 3:00 p.m., New       York City time, on the Calculation Date,
    the Federal Funds Rate will be the arithmetic mean of the rates, as of 11:00 a.m., New York City time, on the Business Day
    following such Interest Determination Date, for the last transaction in overnight federal funds arranged by three leading
    brokers of       federal funds transactions in The City of New York selected by the calculation agent (after consultation
    with the Company).

	 

	
    (c)
	 	
     
	 	
    If fewer than three brokers are providing quotes, the rate of interest on the Federal Funds Rate notes for that Interest Determination Date will be the same rate used in the prior Interest Reset Period.

    





          Determination
of LIBOR. If the Interest Rate Basis specified on
the face hereof is LIBOR, LIBOR with respect to this Note shall be determined
on each Interest Determination Date as follows: 


	 

	
      (a)
	 
	 
	 	
      With respect to any Interest Determination Date, LIBOR will be generally determined as the average of the offered rates for deposits in the Designated LIBOR Currency having the specified Index Maturity commencing on the related Interest Reset 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 offered rates appear on the Designated LIBOR Page; provided that if the specified Designated LIBOR Page by its terms provides only for a single rate, that single rate will be used.

	 

	
     
	 	
     
	 	
    If fewer than two offered rates appear on the Designated LIBOR Page, or, if no rate appears and the Designated LIBOR Page by it terms provides only 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 Designated LIBOR 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 and identified by the Company and in a principal amount of not less than $1,000,000 (or its foreign currency equivalent) that in the calculation agent’s judgment is representative for a single transaction in the Designated LIBOR Currency in such market at such time (a “Representative Amount”). The
      offered rates must begin on the second London Business Day immediately after the Interest Determination Date (or if pounds sterling is the Designated LIBOR Currency, commencing on such Interest Determination Date or, if euro is the Designated LIBOR Currency, beginning on the second
      TARGET Settlement Day immediately after such date).

	 

	
     
	 	
     
	 	
    The calculation agent will 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 arithmetic mean of those quotations.

	 

	
    (b)
	 	
     
	 	
    If the calculation agent receives fewer than two quotations, LIBOR will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the Principal Financial Center, on the Interest Determination Date by three major banks in the Principal Financial Center selected and identified by the Company.
      The rates will be for loans in the Designated LIBOR Currency to leading European banks having the specified Index Maturity, commencing on
      the Interest Reset Date and in a Representative Amount.

	 

	
    (c)
	 	
     
	 	
    If fewer than three banks provide quotes, the rate of interest on the LIBOR notes with respect to the following Interest Reset Period shall be the rate of interest as in effect on such Interest Determination Date.

    




11







          “Designated LIBOR Currency”
means the currency (including composite currencies and euro) specified on the face
hereof as the currency with respect to which LIBOR shall be calculated. If no
such currency is specified on the face hereof, the Designated LIBOR Currency
shall be U.S. dollars. 


          “Designated LIBOR Page”
means Reuters Screen LIBOR01 Page (in the case of Notes denominated in
euro, Sterling or U.S. dollars), Reuters Screen 3750 Page (in the case of Notes denominated in Japanese Yen), Reuters Screen LIBOR02
Page (in the case of Notes denominated in Swiss Francs) or in any such case or in any other case such other page as may be specified
in the Final Terms (or in each case, any other page as may replace such page on such service). 


          Unless
provided otherwise on the face hereof, “Principal
Financial Center” will be (i) the capital city of the country
issuing the currency in which the Notes are denominated or (ii) the capital
city of the country to which the Designated LIBOR Currency relates, as
applicable, except, in the case of (i) or (ii) above, that with respect to the
following currencies, the “Principal Financial Center” will be as indicated
below: 


12






	
 

	
 

	
 


	
Currency

	
 

	
Principal
 Financial Center


	


	
 

	



	
United
 States dollars

	
 

	
The City of
 New York


	
 

	
 

	
 


	
Australian dollars

	
 

	
Sydney and
 Melbourne


	
 

	
 

	
 


	
Canadian
 dollars

	
 

	
Toronto


	
 

	
 

	
 


	
New Zealand dollars

	
 

	
Auckland and Wellington


	
 

	
 

	
 


	
South
 African rand

	
 

	
Johannesburg


	
 

	
 

	
 


	
Swiss francs

	
 

	
Zurich





          “TARGET Settlement Date”
means any day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET2) System is open. 


          Determination
of Prime Rate. If the Interest Rate Basis
specified on the face hereof is the Prime Rate, the Prime Rate with respect to
this Note shall be determined on each Interest Determination Date and shall be
the rate set forth on that Interest Determination Date in H.15(519) under the
heading “Bank Prime Loan”. 
The following procedures will apply if the rate cannot be set as described above:

	 

	
      (a)
	 
	 
	 	
      If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, then the Prime Rate will be the rate as published on such Interest Determination Date in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such
      rate under the caption “Bank Prime Loan”.

	 

	
    (b)
	 	
     
	 	
    If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date, then the Prime Rate will be the average (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage
      point) of the rates publicly announced by each bank on the Reuters Screen USPRIME1 Page as its prime rate or base lending rate for that Interest Determination Date.

	 

	
    (c)
	 	
     
	 	
    If fewer than four (but more than one) rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate will be the average of the prime 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 the Interest Determination
    Date by four major money center banks in The City of New York selected by the calculation agent (after consultation with us).

	 

	
    (d)
	 	
     
	 	
    If fewer than two rates appear, the Prime Rate will be determined based on the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity
      capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, as selected by the calculation agent (after consultation with us).

	 

	
    (e)
	 	
     
	 	
    If no banks are providing quotes, the rate of interest on the Prime Rate notes
    will remain the same as the rate of interest used for the prior Interest Reset Period.

    




          Determination
of Treasury Rate. If the Interest Rate Basis
specified on the face hereof is “Treasury Rate,” the Treasury Rate with respect
to this Note shall be the rate from the most recent auction of
direct obligations of the United States (“Treasury bills”) having the specified Index Maturity as it appears under
the caption “INVEST RATE” on either Reuters Screen USAUCTION10 Page or Reuters Screen USAUCTION11 Page (or such other page that may replace that page on that service or a successor service).

The following procedures will apply if the rate cannot be set as described above:

	 

	
      (a)
	 
	 
	 	
      If, by 3:00 p.m., New York City time, on the Calculation Date for an Interest Reset Period, Treasury bills of the specified Index Maturity have been auctioned on an Interest Determination Date during that
      Interest Reset Period, but the rate for such Interest Determination Date does not appear
      under the caption “INVEST RATE” on either Reuters Screen USAUCTION10 Page or Reuters Screen USAUCTION11 Page (or such other page that may replace that page on that service or a successor service), the
      rate will be the auction average rate on such Interest Determination Date of the rate for Treasury bills of the specified Index Maturity (expressed as a bond equivalent, on the basis of a year of 365
or 366 days as applicable, and applied on a daily basis) for such auction as otherwise announced by the U.S. Department of the
Treasury.

	 

	
    (b)
	 	
     
	 	
    If the rate cannot be set as described in (a) above by 3:00 p.m., New York City time, on the Calculation Date, then the rate will be the Bond Equivalent Yield, on such Interest 




13






	 
	 
	 
	 	
      Determination Date, of the rate for Treasury bills of the specified Index Maturity as set forth in H.15(519), under the caption “U.S. Government securities/Treasury Bills/Auction high.”

	 

	
    (c)
	 	
     
	 	
    If the rate cannot be set as
    described in (b) above by 3 p.m., New York City time, on the Calculation Date, then the rate will be the Bond Equivalent
    Yield, on such Interest Determination Date, of the rate for Treasury bills of the specified Index Maturity as set forth in
    H.15 Daily Update, or       such other recognized electronic source used for the purpose of displaying such rate, under the
    caption “U.S. Government securities/Treasury Bills/Auction high.”

	 

	
    (d)
	 	
     
	 	
    If the rate cannot be set as
    described in (c) above by 3 p.m., New York City time, on the Calculation Date, then the rate will be the arithmetic mean of
    the     secondary market bid rates as of approximately 3:30 p.m., New York City time, on the Interest Determination Date, of
    three     leading primary U.S.       government securities dealers in The City of New York selected by the calculation agent
    (after     consultation with us) for the issue of Treasury bills with the remaining maturity closest to the specified Index
    Maturity.

	 

	
    (e)
	 	
     
	 	
    If the rate cannot be set as described in (d) above, then the rate of interest on the Treasury Rate notes
    for that Interest Determination Date shall be the same rate of interest used in the prior Interest Reset Period.

    





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


	
 

	
 

	
 

	
 


	
 

	
Bond
 Equivalent Yield 

	
 =        D x N

	
 


	
 

	
 

	


	
 


	
 

	
 

	
      360 - (D x
 M)





where “D”
refers to the applicable per annum rate for the security, 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. 


          CMT
Rate Note. If the Interest Rate Basis specified on
the face hereof is the CMT Rate, the CMT Rate with respect to this Note shall
be determined on each Interest Determination Date, and shall be the rate
displayed on the Designated CMT Reuters Page under the caption “Treasury Constant Maturities”, under the column for the specified Index Maturity for:

(1) if the Designated CMT Reuters Page is FRBCMT, the rate for the Interest Determination Date; or

(2) if the Designated CMT Rueters Page is FEDCMT, the weekly or monthly average, as applicable, ended immediately preceding the week or month, as applicable, in which the Interest Determination Date occurs.

The following procedures will apply if the rate cannot be set as described above:

	 

	
      (a)
	 
	 
	 	
      if we do not specify any page, the Designated CMT Reuters Page will be FEDCMT for the most recent week. If that rate is no longer displayed on the relevant page, or if it is not displayed by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate will be the Treasury
      constant maturity rate for the specified Index Maturity as published in the relevant H.15(519).

	 

	
    (b)
	 	
     
	 	
    If the rate is no longer published in H.15(519), or is not published by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate for that determination date will be the Treasury constant maturity rate for the specified Index Maturity (or other U.S. Treasury rate for such Index
      Maturity for that Interest Determination Date) as may then be published by either the Federal Reserve Board or the U.S. Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Reuters Page and published in
      the relevant H.15(519).

	 

	
    (c)
	 	
     
	 	
    If that information is not provided by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate will be calculated as a yield to maturity, based on the average of the secondary market closing bid side prices as of approximately 3:30 p.m., New York City time, on that Interest
      Determination Date reported, according to their written records, by three leading primary U.S. government securities dealers (each, a “Reference Dealer”) in The City of New York selected by the calculation agent. These dealers will be selected from five Reference Dealers selected by the
      calculation agent (after consultation with us) using the following procedures:

    






	 

	
      •
	 
	 
	 	
      The calculation agent will eliminate 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 the most recently issued direct noncallable fixed rate obligations of the United States (“Treasury Notes”) with
      an original maturity of approximately the specified Index Maturity and a remaining term to maturity of not less than the specified Index Maturity minus one year.

	 

	
    •
	 	
     
	 	
    If two Treasury notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the specified Index Maturity, the quotes for the Treasury Note with the shorter remaining term to maturity will be used.

    






	 

	
      (d)
	 
	 
	 	
      If the calculation agent cannot obtain three Treasury note quotations, the CMT Rate will be calculated as a yield to maturity based on the average of the secondary market bid side prices as of approximately 3:30 p.m., New York City time, on that Interest Determination
      Date of three Reference Dealers in the City of New York selected by the calculation agent using the same method described above, for Treasury notes with an original maturity of the number of years
      that is the next highest to the specified Index Maturity with a remaining term to maturity closest to such Index Maturity and in an amount of at least $100,000,000. If three or four (and not five) of the Reference Dealers
      are providing quotes, then the CMT Rate will be based on the average of the offer prices obtained, and neither the highest nor the lowest of the quotes will be eliminated.





	 

	
      (e)
	 
	 
	 	
      If fewer than three Reference Dealers are providing quotes, the rate of interest on CMT Rate notes with
      respect to the following Interest Reset Period shall be the rate of interest in effect on such Interest Determination Date.










14







          “Designated CMT  Reuters
Page” means the display on Reuters (or any successor service) on the page designated on the face hereof (or any
other page as may replace such page on such services). If no such page is specified on the face hereof, the Designated
CMT Reuters Page shall be FEDCMT, for the most recent week. 


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


          At
the request of the holder hereof, the Calculation Agent will provide to the
holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as of the next Interest Reset Date. 


          Interest
payments on this Note will equal the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid (or from and including the date of issue, if no interest has been
paid) to but excluding the related Interest Payment Date; provided, however, that if the Interest
Reset Period with respect to this Note is daily or weekly, each interest
payment will include interest accrued from and including the date of issue or
from but excluding the last Regular Record Date to which interest has been
paid, as the case may be, through and including the Regular Record Date next
preceding the applicable Interest Payment Date, unless otherwise specified on
the face hereof; and provided, further, that
the interest payment with respect to this Note made on the Maturity Date will
include interest accrued to but excluding such Maturity Date. 


          Accrued
interest hereon shall be calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor is computed by adding the
interest factor calculated for each day from the date of issue, or from the
last day to which interest has been paid or duly provided for, to the date for
which accrued interest is being calculated. Unless otherwise specified on the
face hereof, the interest factor for each such day will be computed by dividing
the interest rate applicable to such day by 360, if the Interest Rate Basis
specified on the face hereof is the CD Rate, the Commercial Paper Rate, the
Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the Prime
Rate or the CMT Rate, or by the actual number of days in the year if the
Interest Rate Basis specified on the face hereof is the Treasury Rate. If the
Interest Rate Basis specified on the face hereof is LIBOR and the currency
specified on the face hereof is Euro, the face of this Note may indicate that
the interest factor for each such day will be computed by dividing the rate
applicable to such day by the actual number of days in the year. 


15






          All
percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g.,
9.9876545% (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). 


          In
the case where the Maturity Date (or any redemption or repayment date) does not
fall on a Business Day, payment of premium, if any, or principal otherwise
payable on such date need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the Maturity
Date (or any redemption or repayment date), and no interest shall accrue for
the period from and after the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day. 


          This
Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company. 


          This
Note, and any Note or Notes issued upon transfer or exchange hereof, is
issuable only in fully registered form, without coupons, in denominations of
1,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof,
unless otherwise indicated on the face hereof. 


          The
Bank of New York Mellon has been appointed registrar for the Notes (the
“Registrar”, which term includes any successor registrar appointed by the
Company), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes. [In addition, the
Company has appointed The Bank of New York Mellon at its offices located at One
Canada Square, London E14 5AL, United Kingdom, as a paying agent and transfer
agent for the Notes.]8 This Note may be transferred at the aforesaid
office of the Registrar or other transfer agent by surrendering this Note for
cancellation, accompanied by a written instrument of transfer in form approved
by the Registrar and duly executed by the registered holder hereof in person or
by the holder’s attorney duly authorized in writing, and thereupon the
Registrar or other transfer agent shall issue in the name of the transferee or
transferees, in exchange herefor, a new Note or Notes having identical terms
and provisions for an equal aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will
not be required to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, or as to which the holder thereof
has elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes. Notes are
exchangeable at said office for other Notes of other authorized denominations
of equal aggregate principal amount having identical terms and provisions. All
such exchanges and transfers of Notes will be free of charge, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form approved by the Registrar
and executed by the registered holder in person or by the holder’s attorney
duly authorized in writing. The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer. 


          In
case any Note shall at any time become mutilated, destroyed, lost or stolen, or
is apparently destroyed, lost or stolen, and such Note or evidence of the loss,
theft or destruction thereof (together with the indemnity hereinafter referred
to and such other documents or proof as may be required in the premises) shall
be delivered to the Registrar or other transfer agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or defaced,
or in lieu of the Note so destroyed or lost or stolen, but, in the case of any
destroyed or lost or stolen Note only upon receipt of evidence satisfactory to
the Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them.
All expenses and reasonable charges associated with procuring such indemnity
and with the preparation, authentication and delivery of a new Note shall be
borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen. 


	
 

	
 


	




	
8

	
Include if
 Note is to be listed on the London Stock Exchange. 





16






          The
Indenture provides that if an Event of Default (as defined in the Indenture)
with respect to any series of debt securities issued under the Indenture,
including the series of Global Medium-Term Notes, Series A, of which this Note
forms a part, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the debt securities of such
series then outstanding under the Indenture, by notice in writing to the
Company (and to the Trustee if given by securityholders of such series), may
declare the principal of all debt securities of such series and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal (or premium, if any) or interest on
such debt securities) by the holders of a majority in principal amount of the
debt securities of such series then outstanding. 


          If
the face hereof indicates that this Note is subject to “Modified Payment upon
Acceleration or Redemption”, then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the sum
of the Issue Price specified on the face hereof plus the Amortized Amount, (ii)
for the purpose of any vote of securityholders taken pursuant to the Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Indenture following the acceleration of
payment of this Note, the principal amount hereof shall equal the amount of principal
due and payable with respect to this Note, calculated as set forth in clause
(i) above. 


          The
Indenture permits the Company, when authorized by resolution of the Board of
Directors, and the Trustee, with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the notes of each series (each series
voting as a class) affected by such supplemental indenture at the time
outstanding, including the series of Global Medium-Term Series A, of which this
Note forms a part, to enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the notes
of each such series or the coupons appertaining to such notes; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any note, or
reduce the rate or extend the time of payment of interest, if any, thereon, or
reduce the principal amount or premium, if any, thereof, or make the principal
thereof or premium, if any, or interest, if any, thereon payable in any coin or
currency other than that provided in any note, or reduce the amount of the
principal of an Original Issue Discount note that would be due and payable upon
an acceleration of the maturity thereof or adversely affect the right of
repayment, if any, at the option of the holder without the consent of the
holder of each note so affected, or (ii) reduce the aforesaid percentage of
notes of any series, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each note so
affected. A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of notes, or which modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes. 


          Except
as set forth below, if the principal of, or premium, if any, or interest, if
any, on this Note is payable in a Specified Currency other than U.S. dollars
and such Specified Currency is not available to the Company for making payments
thereof due to the imposition of exchange controls or other circumstances
beyond the control of the Company or is no longer used by the government of the
country issuing, or authority sponsoring, such Specified Currency or for the
settlement of transactions by public institutions within the international banking
community, then the Company will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of the
most recently available market exchange rate for such Specified Currency, as
determined by the Exchange Rate Agent on the date of such payment, or if such
rate is not available on such date, as of the most recent practicable date. If
a Specified Currency is unavailable solely because the country of issue has
replaced its currency with Euro pursuant to the entry of such country into the
European Economic and Monetary Union, the amounts payable will, beginning with
the date the replacement becomes effective, be made in Euro in conformity with
legally applicable measures adopted with reference to such country’s entry into
the European Economic and Monetary Union. Any payment made under such
circumstances in U.S. dollars or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default. 


17






          All
determinations referred to above made by the Company or its agent shall be at
its sole discretion and shall, in the absence of manifest error, be conclusive
for all purposes and binding on holders of Notes. 


          So
long as this Note shall be outstanding, the Company will cause to be maintained
an office or agency for the payment of the principal of and premium, if any,
and interest on this Note as herein provided in the Borough of Manhattan, The
City of New York, [and in London]9 and an office or agency in said
Borough of Manhattan [and in London]10 for the registration,
transfer and exchange as aforesaid of the Notes. The Company may designate
other agencies for the payment of said principal, premium, if any, and interest
at such place or places (subject to applicable laws and regulations) as the
Company may decide. So long as there shall be any such agency, the Company
shall keep the Trustee advised of the names and locations of such agencies, if
any are so designated. 


          With
respect to moneys paid by the Company and held by the Trustee or any Paying
Agent for the payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise) such moneys shall be so repaid to the
Company. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting
in any way any obligation that the Company may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due. 


          No
provision of this Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Note at the time, place, and rate,
and in the coin or currency, herein and in the Indenture prescribed unless otherwise agreed between the Company and the registered
holder of this Note.


          The
Company or any agent of the Company, the Registrar or the Trustee may treat the
holder 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
Registrar, the Trustee nor any such agent shall be affected by notice to the
contrary. 


          [For
so long as this Note is listed on the London Stock Exchange and the rules of
the London Stock Exchange so require, all notices to the holder hereof shall
also be published in the Financial Times
or other English language daily newspaper of general circulation in London or
in any other manner which complies with the applicable rules and regulations of
the London Stock Exchange. If the Notes are listed on any stock exchange or
subject to the rules of any competent authority, notices to the holders may be
effected in any manner which complies with the applicable rules and
regulations.]10 


          No
recourse shall be had for the payment of the principal of, or premium, if any,
or the interest on, this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company 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 issuer hereof, expressly waived and released. 


          This
Note shall for all purposes be governed by, and construed in accordance with,
the laws of the State of New York. 


          As
used herein: 


          (a)
the term “Amortized Amount” is
equal to the original issue discount amortized from the Original Issue Date to
the date of redemption or declaration, as the case may be, which amortization
shall be calculated


	
 

	
 


	




	
9

	
Include if
 Note is to be listed on the London Stock Exchange. 


	
 

	
 


	
10

	
Include if
 Note is to be listed on the London Stock Exchange.





18






using the
“constant yield method” (computed in accordance with the rules under the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, in
effect on the date of redemption or declaration, as the case may be); 


          (b)
the term “Business Day” means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York;
provided, however, that, with respect to Notes denominated in a Specified
Currency other than U.S. dollars, such day is also not a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in the Principal Financial Center of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, such day is also a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open);


          (c)
the term “London Business Day”
means a day on which commercial banks are open for business (including dealings
in the Designated LIBOR Currency) in London. 


          (d)
the term “United States” means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction. 


          (e)
all other 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.



19






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


	
 

	
TEN ENT-as
 tenants in the entireties


	
 

	
JT TEN-as
 joint tenants with right of ownership and not as tenants in common


	
 

	
 


	
 

	
UNIF GIFT
 MIN ACT-

	
Custodian

	
 


	
 

	



	
 

	
 

	
(Cust)

	
 

	
(Minor)


	
 

	
 


	
 

	
 


	
 

	
Under
 Uniform Gifts to Minors Act

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
(State)


	
 

	
 


	
 

	
 


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


	
 

	
 


	
 

	



	
                                                       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 TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF
 ASSIGNEE] 


	
____________________________________________________________________________________________________________


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


	
____________________________________________________________________________________________________________


	
attorney to
 transfer such Note on the books of the Company, with full power of substitution
 in the 


	
____________________________________________________________________________________________________________


	
premises. 


	
 


	
Dated:       ______________________

	
 








	
 

	
 


	
NOTICE:

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





20






OPTION TO ELECT REPAYMENT


The
undersigned hereby irrevocably request(s) the Issuer to repay the within Note
(or portion thereof specified below) pursuant to its terms at a price equal to
the principal amount thereof, together with interest to the Optional Repayment
Date,
to the undersigned, at
_________________________________________________________________________________
_____________________________________________________________________________________________.

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


If less than
the entire principal amount of the within Note is to be repaid, specify the
portion thereof (which shall be increments of 1,000 units of the Specified
Currency indicated on the face hereof) which the holder elects to have repaid:
______________________; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid):


_________________


Date:
________________


	
 

	
 


	
 

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





21 






Schedule I


          The initial
principal amount (or Face Amount, if the Note has a dual-currency or index
feature) of this Global Note is U.S.$_______ . Changes in principal (or Face
Amount, if the Note has a dual-currency or index feature) of this Global Note
are set forth below: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Date

	
 

	
Principal Amount by

 which this Global Note

 is to be decreased

	
 

	
Principal Amount by

 which this Global Note

 is to be increased

	
 

	
New Balance


	


	
 

	


	
 

	


	
 

	






I