exhibit4_1.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


     

    


     

    


     

    


     

    AGENCY
      AGREEMENT

     

    


     

    TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.

    TOYOTA
      CREDIT CANADA INC.

    TOYOTA
      FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)

    TOYOTA
      MOTOR CREDIT CORPORATION

     

    as
      Issuers

     

    and

     

    THE
      BANK OF NEW YORK

    as
      Agent

    and

     

    THE
      BANK OF NEW YORK (LUXEMBOURG) S.A.

    as
      Paying Agent

     

    


     

    in
      respect of a

     

    


     

    €40,000,000,000

    EURO
      MEDIUM TERM NOTE PROGRAMME

     

    


     

    Dated
      28 September 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONTENTS

     

    CLAUSE PAGE

     

    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATIONS

            	
              2

            
	
              2.

            	
              APPOINTMENT
                OF AGENT AND PAYING AGENTS

            	
              9

            
	
              3.

            	
              ISSUE
                OF TEMPORARY GLOBAL NOTES

            	
              11

            
	
              4.

            	
              ISSUE
                OF PERMANENT GLOBAL NOTES

            	
              12

            
	
              5.

            	
              ISSUE
                OF DEFINITIVE BEARER NOTES

            	
              13

            
	
              6.

            	
              EXCHANGES

            	
              14

            
	
              7.

            	
              TERMS
                OF ISSUE

            	
              15

            
	
              8.

            	
              PAYMENTS

            	
              16

            
	
              9.

            	
              DETERMINATIONS
                AND NOTIFICATIONS IN RESPECT OF NOTES

            	
              18

            
	
              10.

            	
              NOTICE
                OF ANY WITHHOLDING OR DEDUCTION

            	
              20

            
	
              11.

            	
              DUTIES
                OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION

            	
              20

            
	
              12.

            	
              PUBLICATION
                OF NOTICES

            	
              21

            
	
              13.

            	
              CANCELLATION,
                RESALE AND REISSUANCE OF NOTES, RECEIPTS, COUPONS AND
                TALONS

            	
              21

            
	
              14.

            	
              ISSUE
                OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS

            	
              23

            
	
              15.

            	
              COPIES
                OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR
                INSPECTION

            	
              24

            
	
              16.

            	
              COMMISSIONS
                AND EXPENSES

            	
              24

            
	
              17.

            	
              INDEMNITY

            	
              25

            
	
              18.

            	
              REPAYMENT
                BY THE AGENT

            	
              25

            
	
              19.

            	
              CONDITIONS
                OF APPOINTMENT

            	
              25

            
	
              20.

            	
              COMMUNICATION
                BETWEEN THE PARTIES

            	
              27

            
	
              21.

            	
              CHANGES
                IN AGENT AND PAYING AGENTS

            	
              27

            
	
              22.

            	
              MERGER
                AND CONSOLIDATION

            	
              29

            
	
              23.

            	
              NOTIFICATIONS

            	
              29

            
	
              24.

            	
              CHANGE
                OF SPECIFIED OFFICE

            	
              30

            
	
              25.

            	
              NOTICES

            	
              30

            
	
              26.

            	
              TAXES
                AND STAMP DUTIES

            	
              31

            
	
              27.

            	
              CURRENCY
                INDEMNITY

            	
              31

            
	
              28.

            	
              AMENDMENTS:  MEETINGS
                OF HOLDERS

            	
              31

            
	
              29.

            	
              CALCULATION
                AGENCY AGREEMENT

            	
              34

            
	
              30.

            	
              REDENOMINATION
                AND EXCHANGE

            	
              34

            
	
              31.

            	
              DEED
                POLL

            	
              37

            
	
              32.

            	
              DESCRIPTIVE
                HEADINGS

            	
              38

            
	
              33.

            	
              CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT 1999

            	
              38

            
	
              34.

            	
              GOVERNING
                LAW

            	
              38

            
	
              35.

            	
              COUNTERPARTS

            	
              39

            
	 	
              APPENDIX
                A TERMS AND CONDITIONS OF THE NOTES

            	
              43

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

            	
              83

            
	 	
              APPENDIX
                B-1  FORM OF TEMPORARY GLOBAL NOTE

            	
              84

            
	 	
              SCHEDULE
                ONE  PART I  INTEREST PAYMENTS

            	
              91

            
	 	
              SCHEDULE
                ONE  PART II  INSTALMENT PAYMENTS

            	
              92

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

            	
              93

            
	 	
              APPENDIX
                B-2  FORM OF PERMANENT GLOBAL NOTE

            	
               94

            
	 	
              SCHEDULE
                ONE  PART I  INTEREST PAYMENTS

            	
              101

            
	 	
              SCHEDULE
                ONE  PART II  INSTALMENT PAYMENTS

            	
              102

            
	 	
              SCHEDULE
                TWO  SCHEDULE OF EXCHANGES OF A TEMPORARY GLOBAL NOTE AND FOR
                DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND
                CANCELLATIONS

            	
              103

            
	 	
              APPENDIX
                B-3  FORM OF DEFINITIVE BEARER NOTE

            	
              104

            
	 	
              APPENDIX
                B-4  FORM OF COUPON

            	
              107

            
	 	
              APPENDIX
                B-5  FORM OF RECEIPT

            	
              109

            
	 	
              APPENDIX
                B-6  FORM OF TALON

            	
              112

            
	 	
              APPENDIX
                C FORM OF CALCULATION AGENCY AGREEMENT

            	
              114

            
	 	
              APPENDIX
                D FORM OF OPERATING AND ADMINISTRATIVE PROCEDURES
                MEMORANDUM

            	
              123

            
	 	
              ANNEX
                A TO APPENDIX D  SETTLEMENT PROCEDURES

            	
              126

            
	 	
              ANNEX
                B TO APPENDIX D  FORM OF FINAL TERMS

            	
              131

            
	 	
              ANNEX
                C TO APPENDIX D  FORM OF PURCHASER’S CONFIRMATION TO THE
                ISSUER

            	
              169

            
	 	
              ANNEX
                D TO APPENDIX D  FORM OF THE ISSUER’S CONFIRMATION TO AGENT AND
                PURCHASERS

            	
              171

            
	 	
              ANNEX
                E TO APPENDIX D  TRADING DESK INFORMATION

            	
              172

            
	 	
              APPENDIX
                E FORM OF THE NOTES

            	
              174

            
	 	
              APPENDIX
                F ADDITIONAL DUTIES OF THE AGENT

            	
              178

            
	 	
              APPENDIX
                G FORM OF DEED POLL (SUBSTITUTION OF ISSUER)

            	
              179

            


    


    
      
              

                     
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    AGENCY
      AGREEMENT

    in
      respect of a

    €40,000,000,000

     

    EURO
      MEDIUM TERM NOTE PROGRAMME

     

    THIS
      AGREEMENT is made on 28 September 2007

     

    BETWEEN:

     

    
      	
              (1)

            	
              TOYOTA
                MOTOR FINANCE (NETHERLANDS) B.V. of Atrium, Strawinskylaan 3105,
                1077 ZX Amsterdam, The Netherlands
                (TMF);

            


    

     

    
      	
              (2)

            	
              TOYOTA
                CREDIT CANADA INC. of 80 Micro Court, Suite 200, Markham, Ontario
                L3R 9Z5, Canada
                (TCCI);

            


    

     

    
      	
              (3)

            	
              TOYOTA
                FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) of Level 9, 207
                Pacific Highway, St Leonards, NSW 2065, Australia
                (TFA);

            


    

     

    
      	
              (4)

            	
              TOYOTA
                MOTOR CREDIT CORPORATION of 19001 South Western Avenue, EF12,
                Torrance, California 90501, U.S.A.
                (TMCC);

            


    

     

    
      	
              (5)

            	
              THE
                BANK OF NEW YORK of One Canada Square, Canary Wharf, London E14
                5AL (the Agent, which expression shall include any
                successor agent appointed in accordance with Clause 21);
                and

            


    

     

    
      	
              (6)

            	
              THE
                BANK OF NEW YORK (LUXEMBOURG) S.A. of Aerogolf Center, 1A,
                Hoehenhof, L-1736 Senningerberg, Luxembourg (together with the Agent,
                the
                Paying Agents, which expression shall include any
                additional or successor paying agent appointed in accordance with
                Clause
                21 and Paying Agent shall mean any of the Paying
                Agents).

            


    

     

    WHEREAS:

     

    The
      Issuers (as defined below) have determined that a programme agreement (the
      Programme Agreement) dated 30 September 1992 as amended and
      supplemented or restated by the First Supplemental Programme Agreement dated
      31
      January 1994, the Second Supplemental Programme Agreement dated 16 May 1996,
      the
      Third Supplemental Programme Agreement dated 29 May 1998, the Fourth
      Supplemental Programme Agreement dated 7 July 1999, the Amended and Restated
      Programme Agreement dated 31 August 2000, the Amended and Restated Programme
      Agreement dated 31 August 2001, the Amended and Restated Programme Agreement
      dated 27 September 2002, the Amended and Restated Programme Agreement dated
      26
      September 2003, the Amended and Restated Programme Agreement dated 24 September
      2004, the Amended and Restated Programme Agreement dated 30 September 2005
      and
      the Amended and Restated Programme Agreement dated 28 September 2006, entered
      into with the Dealers named therein pursuant to which any of TMF, TCCI or TFA
      may issue Euro Medium Term Notes in an aggregate nominal amount of up to
€12,000,000,000, be amended and restated by the Issuers and each of Merrill
      Lynch International, Barclays Bank plc, BNP Paribas, Canadian Imperial Bank
      of
      Commerce, London Branch, Citigroup Global Markets Limited, Credit Suisse
      Securities (Europe) Limited, Daiwa Securities SMBC Europe Limited, Deutsche
      Bank
      AG, London branch, Dresdner Bank Aktiengesellschaft, Goldman Sachs
      International, HSBC Bank plc, J.P. Morgan Securities Ltd., Mitsubishi UFJ
      Securities International plc, Mizuho International plc, Morgan Stanley & Co.
      International plc, Nomura International plc, Royal Bank of Canada Europe
      Limited, The Toronto-Dominion Bank and UBS Limited and that such amendments
      include an increase in the aggregate nominal amount of Euro Medium Term Notes
      that may be outstanding at any time under the Programme (as defined below)
      (including Euro Medium Term Notes issued previously under the Programme and
      Euro
      Medium Term Notes issued prior to 28 September 2007 by TMCC under its
      U.S.$30,000,000,000 Euro Medium-Term Note Program last updated on 28 September
      2006 which remain outstanding) from €12,000,000,000 to €40,000,000,000 (or its
      equivalent in other currencies).

     

    1.           DEFINITIONS
      AND INTERPRETATIONS

     

    
      	
               

            	
              (1)

            	
              The
                following expressions shall have the following
                meanings:

            


    

     

    Agreement
      Date means, with respect to any Note, the date on which agreement is
      reached for the issue of such Note as contemplated in Clause 2 of the Programme
      Agreement, which in the case of Notes issued on a syndicated basis shall be
      the
      date the applicable Syndicate Purchase Agreement is signed by all
      parties;

     

    Arranger
      means Merrill Lynch International, or any other company appointed to the
      position of arranger for the Programme; and references in this Agreement to
      the
      Arranger shall be references to all of them;

     

    Bearer
      Note means those of the Notes in bearer form;

     

    Canadian
      Paying Agent means in relation to any Series of Registered Notes, Royal
      Bank of Canada, London branch as Canadian Paying Agent under the Note Agency
      Agreement and any successor Canadian paying agent appointed by TCCI in
      accordance with such Note Agency Agreement;

     

    CGN
      means a Temporary Global Note being in the form or substantially in the form
      set
      out in Appendix B-1 hereto or a Permanent Global Note being in the form or
      substantially in the form set out in Appendix B-2 hereto and in either case
      in
      respect of which the applicable Final Terms indicate it is not a New Global
      Note;

     

    Clearing
      System means Clearstream, Luxembourg, Euroclear and/or any other
      additional system or systems as is specified in the applicable Final Terms
      relating to any Note;

     

    Clearstream,
      Luxembourg means Clearstream Banking, société anonyme;

     

    Conditions
      means, in respect of any Series of Notes, the terms and conditions of the Notes
      of such Series, such terms and conditions being in the form or substantially
      in
      the form set out in Appendix A hereto or in such other form, having regard
      to
      the terms of the relevant Series, as may be agreed between the relevant Issuer,
      the Agent and the relevant Purchaser or Purchasers as from time to time, as
      amended or supplemented by the applicable Final Terms;

     

    Coupon
      has the meaning ascribed thereto in the Conditions;

     

    Dealer
      means each of Merrill Lynch International, Barclays Bank plc, BNP Paribas,
      Canadian Imperial Bank of Commerce, London Branch, Citigroup Global Markets
      Limited, Credit Suisse Securities (Europe) Limited, Daiwa Securities SMBC Europe
      Limited, Deutsche Bank AG, London branch, Dresdner Bank Aktiengesellschaft,
      Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities Ltd.,
      Mitsubishi UFJ Securities International plc, Mizuho International plc, Morgan
      Stanley & Co. International plc, Nomura International plc, Royal Bank of
      Canada Europe Limited, The Toronto-Dominion Bank and UBS Limited, and any other
      entities appointed as dealers from time to time pursuant to the Programme
      Agreement;

     

    Definitive
      Bearer Note means a Bearer Note in definitive form being in the form or
      substantially in the form set out in Appendix B-3 hereto (or in such other
      form
      as may be agreed between the relevant Issuer, the Agent and the relevant
      Purchaser or Purchasers) issued or to be issued by the relevant Issuer pursuant
      to this Agreement in exchange for the whole or (subject to the terms of the
      relevant Temporary Global Note and/or Permanent Global Note) part of a Temporary
      Global and/or Permanent Global Note;

     

    Definitive
      Note means a Definitive Bearer Note and/or a Definitive Registered
      Note, as the context may require;

     

    Definitive
      Registered Note means a Registered Note in definitive form issued or,
      as the case may require, to be issued by TCCI pursuant to the Note Agency
      Agreement in exchange for a Registered Global Note, such Note being in the
      form
      or substantially in the form set out in Schedule 2 to the Note Agency Agreement
      (or in such other form as may be agreed between TCCI, the Registrar and the
      relevant Purchaser(s);

     

    Dual
      Currency Notes means Notes in respect of which principal and/or
      interest is payable in one or more Specified Currencies other than the Specified
      Currency in which they are denominated;

     

    Established
      Rate means the rate for the conversion of the Specified Currency
      (including compliance with rules relating to roundings in accordance with
      applicable European Community regulations) into euro established by the Council
      of the European Union pursuant to Article 109l(4) of the
      Treaty;

     

    EUR,
      Euro, euro and € mean the
      lawful currency of the Member States of the European Union that adopt the single
      currency in accordance with the Treaty;

     

    Euroclear
      means Euroclear Bank S.A./N.V.;

     

    European
      Economic Area means the European Economic Area consisting of the Member
      States of the European Union and Iceland, Norway and Liechtenstein;

     

    Eurosystem-eligible
      New Global Note means a New Global Note which is intended to be held in
      a manner which would allow Eurosystem eligibility, as stated in the applicable
      Final Terms;

     

    Final
      Terms means the final terms issued in relation to each Tranche of Notes
      (substantially in the form of either Part A or Part B of Annex B to the
      Procedures Memorandum) as a supplement to the Prospectus and giving details
      of
      that Tranche and, in relation to any particular Tranche of Notes,
applicable Final Terms means the Final Terms applicable to that
      Tranche;

     

    FSMA
      means the Financial Services and Markets Act 2000, as amended;

     

    Global
      Note means a Temporary Global Note, a Permanent Global Note or a
      Registered Global Note (or such other form of global note as may be agreed
      between the relevant Issuer, the Agent (in the case of Bearer Notes), the
      Registrar (in the case of Registered Notes) and the relevant Purchaser(s) as
      indicated in the applicable Final Terms) representing a certain number of
      underlying Notes (the Underlying Notes);

     

    ISDA
      Definitions means the 2000 ISDA Definitions published by the
      International Swaps and Derivatives Association, Inc., as amended, supplemented
      or updated from time to time;

     

    Issue
      Date means, in respect of any Note, the date of issue and purchase of
      such Note pursuant to Clause 2 of the Programme Agreement, being in the case
      of
      any Note in the form of a Permanent Global Note or a Definitive Note, the same
      date as the date of issue of the Temporary Global Note which initially
      represented such Note;

     

    Issuer
      means each of TMF, TCCI, TFA and TMCC in its capacity as issuer of Notes; and
      references in this Agreement to the relevant Issuer shall, in
      relation to any issue of Notes, be references to whichever of TMF, TCCI, TFA
      or
      TMCC is the issuer of such Notes; and references to the Issuers
      shall be to all of TMF, TCCI, TFA and TMCC;

     

    Listing
      Agent means, in relation to any Notes which are, or are to be, listed
      on a Stock Exchange other than the London Stock Exchange, such listing agent
      as
      the relevant Issuer may from time to time appoint for purposes of liaising
      with
      such Stock Exchange or other relevant authority;

     

    Listing
      Rules means:

     

    
      	
               

            	
              (a)

            	
              in
                the case of Notes which are, or are to be, admitted to the Official
                List,
                the listing rules made under section 73A of the FSMA;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              in
                the case of Notes which are, or are to be, listed on a Stock Exchange
                other than the London Stock Exchange, the listing rules and regulations
                for the time being in force for such Stock
                Exchange;

            


    

     

    London
      Stock Exchange means the London Stock Exchange plc or such other body
      to which its functions have been transferred;

     

    Member
      State means a member state of the European Union;

     

    New
      Global Note means a Temporary Global Note being in the form or
      substantially in the form set out in Appendix B-1 hereto or a Permanent Global
      Note being in the form or substantially in the form set out in Appendix B-2
      hereto and in either case in respect of which the applicable Final Terms
      indicate it is a New Global Note;

     

    Note
      means a note issued or to be issued by the relevant Issuer pursuant to the
      Programme Agreement, other than a Note which will form a single Series with
      any
      Notes issued by any Issuer prior to the date of this Agreement, which Note
      may
      be represented by a Global Note or a Definitive Note;

     

    Note
      Agency Agreement means the Note Agency Agreement of even date herewith
      between TCCI, Royal Bank of Canada and Royal Bank of Canada, London branch
      relating to Registered Notes;

     

    Noteholders
      means the several persons who are for the time being holders of outstanding
      Notes (being in the case of Bearer Notes, the bearers thereof and, in the case
      of Registered Notes, the several persons whose names are entered in the register
      of holders of such Notes as the holders thereof) save that, in respect of Notes
      of any Series, for so long as such Notes or any part thereof are represented
      by
      a Global Note, each person who is for the time being shown in the records of
      Euroclear, Clearstream, Luxembourg or such other applicable clearing agency
      as
      the holder of a particular nominal amount of such Notes (other than a clearing
      agency (including Clearstream, Luxembourg and Euroclear) that is itself an
      account holder of Clearstream, Luxembourg, Euroclear or any other applicable
      clearing agency for a Series of Notes) (in which regard any certificate or
      other
      document issued by Euroclear, Clearstream, Luxembourg or such other applicable
      clearing agency as to the nominal amount of such Notes standing to the account
      of any person shall be conclusive and binding for all purposes save in the
      case
      of manifest error) shall be treated by the relevant Issuer, the Agent and any
      other Paying Agent or (in the case of Registered Notes) by the Registrar and
      the
      Canadian Paying Agent as a holder of such nominal amount of such Notes for
      all
      purposes other than for the payment of principal (including premium (if any))
      or
      interest on such Notes, the right to which shall be vested, as against the
      relevant Issuer, the Agent and any other Paying Agent or (in the case of
      Registered Notes) the Registrar and the Canadian Paying Agent, in the case
      of
      Bearer Notes, solely in the bearer of the Global Note and, in the case of
      Registered Notes, solely in the person whose name is entered in the register
      of
      holders of such Notes as the holder of the Global Note in accordance with and
      subject to its terms (and the expressions Noteholder,
holder of Notes and related expressions shall be construed
      accordingly);

     

    Offering
      Circular means the Offering Circular relating to the Programme as
      revised, supplemented, amended or updated from time to time in accordance with
      Clause 5.2 of the Programme Agreement, including any documents which are from
      time to time incorporated therein by reference but excluding all information
      incorporated by reference in any such documents and excluding any information
      or
      statement otherwise included in any such documents which is or might be
      considered to be forward looking, including in relation to each Tranche of
      Notes
      (where such Tranche of Notes will not form a single Series with Notes issued
      prior to the date hereof), the applicable Final Terms relating to such
      Tranche;

     

    Official
      List has the meaning ascribed thereto in Section 103 of the
      FSMA;

     

    outstanding
      means, in relation to the Notes of all or any Series, all the Notes (or all
      the
      Notes of that or those Series) issued other than (a) those which have been
      redeemed in full in accordance with this Agreement or the Note Agency Agreement
      or the Conditions, (b) those in respect of which the date for redemption
      (whether in respect of the whole principal amount or the final instalment (when
      redeemable in instalments)) in accordance with the Conditions has occurred
      and
      the redemption moneys therefor (including all interest (if any) accrued thereon
      to the date for such redemption and any interest (if any) payable under the
      Conditions after such date) have been duly paid to the Agent as provided herein
      or (in the case of Registered Notes) to the Registrar or the Canadian Paying
      Agent (and, where appropriate, notice has been given to the Noteholders in
      accordance with Condition 16) and remain available for payment against
      presentation of Notes, (c) those Notes which have become void under Condition
      8,
      (d) those Notes which have been purchased or otherwise acquired and cancelled
      as
      provided in Condition 6 and those which have been purchased or otherwise
      acquired and are being held by the relevant Issuer for subsequent resale or
      reissuance as provided in Condition 6 during the time so held, (e) those
      mutilated or defaced Notes which have been surrendered in exchange for
      replacement Notes pursuant to Condition 10, (f) (for the purposes only of
      determining how many Notes are outstanding and without prejudice to their status
      for any other purpose) those Notes alleged to have been lost, stolen or
      destroyed and in respect of which replacement Notes have been issued pursuant
      to
      Condition 10 and (g) Temporary Global Notes to the extent that they shall have
      been duly exchanged in whole for Permanent Global Notes or Definitive Notes
      and
      Permanent Global Notes or Registered Global Notes to the extent that they shall
      have been duly exchanged in whole for Definitive Notes, in each case pursuant
      to
      their respective provisions;

     

    Permanent
      Global Note means a permanent global note in the form or substantially
      in the form set out in Appendix B-2 hereto (or in such other form as may be
      agreed between the relevant Issuer, the Agent and the relevant Purchaser(s))
      comprising some or all of the Notes of the same Series, issued or to be issued
      by the relevant Issuer either in exchange for the whole or part of a Temporary
      Global Note issued in respect of the Notes of the same Tranche or initially
      representing the Notes;

     

    Procedures
      Memorandum means the non-binding Operating and Administrative
      Procedures Memorandum set out in Appendix D hereto as amended or varied from
      time to time, in respect of any Tranche, by agreement between the relevant
      Issuer and the Purchaser of such Tranche with the approval in writing of the
      Agent.

     

    Programme
      means the Euro Medium Term Note Programme provided for by the Programme
      Agreement;

     

    Programme
      Agreement means the Programme Agreement dated 28 September 2007 between
      the Issuers and the Dealers concerning the purchase of Notes to be issued by
      any
      Issuer and includes any subsequent amendment or supplement thereto;

     

    Prospectus
      means, as of any Agreement Date, any prospectus, including the Offering Circular
      and the documents specifically referred to therein as constituting a base
      prospectus but excluding all information incorporated by reference in any such
      documents and excluding any information or statement otherwise included in
      any
      such documents that is or might be considered to be forward looking with regard
      to the issue of each Tranche of Notes (other than unlisted Notes) approved
      under
      the Prospectus Rules by the Financial Services Authority in accordance with
      the
      provisions of section 87A of the FSMA (including any supplementary prospectus
      published in accordance with the provisions of this Agreement or
      otherwise);

     

    Prospectus
      Directive means Directive 2003/71/EC;

     

    Prospectus
      Rules means in the case of Notes which are, or are to be, listed on the
      London Stock Exchange, the prospectus rules made under the FSMA;

     

    Purchaser
      means any Dealer or any third party other than a dealer (as defined in Section
      2(12) of the Securities Act), who agrees to purchase Notes pursuant to the
      Programme Agreement and references to a relevant Purchaser shall, in relation
      to
      any Note, be references to the Purchaser with whom the relevant Issuer has
      agreed the issue and purchase of such Note;

     

    Receipt
      has the meaning ascribed thereto in the Conditions;

     

    Redenomination
      Date means in the case of interest bearing Notes, any date for payment
      of interest under the Notes or in the case of Zero Coupon Notes, any date,
      in
      each case specified by the relevant Issuer in the notice given to Noteholders
      pursuant to Clause 30 and which falls on or after the start of the third stage
      of European economic and monetary union pursuant to the Treaty, or if the
      country of the Specified Currency is not one of the countries then participating
      in such third stage, which falls on or after such later date as it does so
      participate and which falls before the date on which the Specified Currency
      ceases to be a sub-division of the euro;

     

    Registered
      Global Note means a Global Note being in the form or substantially in
      the form set out in Schedule 1 to the Note Agency Agreement (or in such other
      form as may be agreed between TCCI, the Registrar and the relevant
      Purchaser(s));

     

    Registered
      Note means a Note in registered form issued or to be issued by
      TCCI;

     

    Registrar
      means, in relation to any Series of Registered Notes, Royal Bank of Canada
      as
      Registrar under the Note Agency Agreement and any successor registrar appointed
      by TCCI in accordance with such Note Agency Agreement;

     

    Relevant
      Account Holder means any account holder with Euroclear and/or
      Clearstream, Luxembourg which has Underlying Notes (as defined in the definition
      of “Global Note”) credited to its securities account from time to
      time;

     

    Relevant
      Clearing System means one or more Clearing Systems;

     

    Relevant
      Time means, in the context of certain circumstances which are specified
      in the relevant Global Note, the time at which such Global Note becomes
      void;

     

    Securities
      Act means the Securities Act of 1933 of the United States, as
      amended;

     

    Series
      means each original issue of Notes together with any further issues expressed
      to
      form a single series with the original issue and the terms of which (save for
      the Issue Date, the amount and date of the first payment of interest thereon
      and/or the Issue Price (as indicated in the applicable Final Terms)) are
      identical (including Maturity Date, Interest Basis, Redemption/Payment Basis
      and
      Interest Payment Dates (if any) (as indicated in the applicable Final Terms)
      and
      whether or not the Notes are admitted to trading); and the expressions
Notes of the relevant Series and related expressions shall be
      construed accordingly;

     

    Specified
      Currency means the currency (which expression shall include euro and
      other currency units) in which Notes are denominated and, in the case of Dual
      Currency Notes, the currency or currencies in which payment in respect of the
      Notes is to be made;

     

    Stock
      Exchange means the London Stock Exchange or any other or
      further stock exchange(s) on which any Notes may from time to time be listed
      or
      admitted to trading, as the case may be; and references in this Agreement to
      the
relevant Stock Exchange shall, in relation to any Notes, be
      references to the Stock Exchange on which such Notes are from time to time,
      or
      are intended to be, listed or admitted to trading;

     

    Talon
      has the meaning ascribed thereto in the Conditions;

     

    TARGET
      system means the Trans-European Automated Real-Time Gross Settlement
      Express Transfer (TARGET) system;

     

    Temporary
      Global Note means a temporary global note being in the form or
      substantially in the form set out in Appendix B-1 hereto (or in such other
      form
      as may be agreed between the relevant Issuer, the Agent and the relevant
      Purchaser(s)) comprising some or all of the Notes of the same Series issued
      or
      to be issued by the relevant Issuer pursuant to the Programme Agreement or
      any
      other agreement between the relevant Issuer and the relevant
      Purchaser(s);

     

    Tranche
      means all Notes of the same Series with the same Issue Date;

     

    Treaty
      means the Treaty establishing the European Community, as amended;

     

    UK
      Listing Authority means the name by which the Financial Services
      Authority is known being the body appointed under FSMA as “competent authority”
to decide on the admission of securities to the Official List; and

     

    U.S.$
      and U.S. dollar mean the lawful currency for the time being of
      the United States.

     

    
      	
               

            	
              (2)

            	
              Terms
                and expressions (including the definitions of currencies or composite
                currencies) defined in the Conditions or Appendices hereto or used
                in the
                applicable Final Terms shall have the same meanings in this Agreement,
                except where the context requires
                otherwise.

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

            	
              Any
                references herein to Euroclear and/or Clearstream, Luxembourg shall,
                whenever the context so permits, be deemed to include a reference
                to any
                additional or alternative clearance system approved by the relevant
                Issuer, the relevant Purchaser(s) and either (in respect of Bearer
                Notes)
                the Agent or (in respect of Registered Notes) the
                Registrar.

            


    

     

    
      	
               

            	
              (5)

            	
              All
                references in this Agreement to a Directive include any relevant
                implementing measure of each Member State which has implemented such
                Directive.

            


    

     

    
      	
               

            	
              (6)

            	
              As
                used herein, in relation to any Notes which are to have a “listing” or be
                “listed” (i) on the London Stock Exchange, listing or
                listed shall be construed to mean that such Notes have
                been admitted to the Official List in accordance with the listing
                rules of
                the UK Listing Authority and admitted to trading on the London Stock
                Exchange’s Gilt Edged and Fixed Interest Market and (ii) on any other
                Stock Exchange in a jurisdiction within the European Economic Area,
                listing and listed shall be construed to
                mean that the Notes have been admitted to trading on a market within
                that
                jurisdiction which is a regulated market for the purposes of the
                Investment Services Directive (Directive
                93/22/EEC).

            


    

     

    
      	
               

            	
              (7)

            	
              Unless
                the contrary indication appears, a reference to the records of Euroclear
                and Clearstream, Luxembourg shall be to the records that each of
                Euroclear
                and Clearstream, Luxembourg holds for its customers which reflect
                the
                amount of such customer’s interests in the
                Notes.

            


    

     

    
      	
               

            	
              (8)

            	
              In
                this Agreement, unless the contrary intention appears, a reference
                to a
                document is a reference to that document as amended from time to
                time.

            


    

     

    
      	
               

            	
              (9)

            	
              For
                the purposes of this Agreement, the Notes of each Series shall form
                a
                separate series of Notes and accordingly, the provisions of this
                Agreement
                shall apply mutatis mutandis separately and independently to the
                Notes of each Series and in such provisions the expressions
                Notes, Noteholders,
                Receipts, Receiptholders,
                Coupons, Couponholders,
                Talons and Talonholders shall be
                construed accordingly.

            


    

     

    2.           APPOINTMENT
      OF AGENT AND PAYING AGENTS

     

    
      	
               

            	
              (1)

            	
              The
                Agent is hereby appointed in a several capacity as agent of each
                of the
                Issuers, to act as issuing and principal paying agent, upon the terms
                and
                subject to the conditions set out below, for the purposes of, inter
                alia:

            


    

     

    
      	
               

            	
              (a)

            	
              completing,
                authenticating and delivering Temporary Global Notes and Permanent
                Global
                Notes and authenticating (if required) and delivering Definitive
                Bearer
                Notes;

            


    

     

    
      	
               

            	
              (b)

            	
              giving
                effectuation instructions in respect of each Global Note which is
                a
                Eurosystem-eligible New Global
                Note;

            


    

     

    
      	
               

            	
              (c)

            	
              exchanging
                Temporary Global Notes for Permanent Global Notes or Definitive Bearer
                Notes, as the case may be, in accordance with the terms of the Temporary
                Global Notes and, in respect of any such exchange (i) making all
                notations
                on Global Notes which are CGNs as required by their terms and (ii)
                instructing Euroclear and Clearstream, Luxembourg to make appropriate
                entries in their records in respect of all Global Notes which are
                New
                Global Notes;

            


    

     

    
      	
               

            	
              (d)

            	
              exchanging
                Permanent Global Notes for Definitive Bearer Notes in accordance
                with the
                terms of the Permanent Global Notes and, in respect of any such exchange
                (i) making all notations on Permanent Global Notes which are CGNs
                as
                required by their terms and (ii) instructing Euroclear and Clearstream,
                Luxembourg to make appropriate entries in their records in respect
                of all
                Permanent Global Notes which are New Global
                Notes;

            


    

     

    
      	
               

            	
              (e)

            	
              paying
                sums due on Temporary Global Notes, Permanent Global Notes and Definitive
                Bearer Notes, Receipts and Coupons in accordance with the terms of
                such
                Notes and (i) making all notations on Global Notes which are CGNs
                as
                required by their terms and (ii) instructing Euroclear and Clearstream,
                Luxembourg to make appropriate entries in their records in respect
                of all
                Global Notes which are New Global
                Notes;

            


    

     

    
      	
               

            	
              (f)

            	
              unless
                otherwise specified in the applicable Final Terms, determining the
                interest and/or other amounts payable in respect of the Notes in
                accordance with the Conditions;

            


    

     

    
      	
               

            	
              (g)

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

            


    

     

    
      	
               

            	
              (h)

            	
              ensuring
                that all necessary action is taken to comply with the periodic reporting
                and notification requirements of the Ministry of Finance of Japan
                (including any monthly reports or such other reports as may be required)
                and other applicable Japanese authorities, or any other competent
                authority of any relevant currency with respect to the Notes to be
                issued
                under the Programme;

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (j)

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

            


    

     

    
      	
               

            	
              (k)

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

            


    

     

    
      	
               

            	
              (l)

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

            


    

     

    
      	
               

            	
              (2)

            	
              Each
                Paying Agent is hereby appointed in a several capacity as paying
                agent of
                each of the Issuers, and each Paying Agent agrees to act in a several
                capacity as paying agent of each of the Issuers, upon the terms and
                subject to the conditions set out below, for the purposes of paying
                sums
                due on Notes, Receipts and Coupons and performing all other obligations
                and duties imposed upon it by the Conditions and this
                Agreement.

            


    

     

    
      	
               

            	
              (3)

            	
              In
                relation to each issue of Eurosystem-eligible New Global Notes, each
                relevant Issuer hereby authorises and instructs the Agent to elect
                Euroclear as common safekeeper.  From time to time, each such
                Issuer and the Agent may agree to vary this election.  Each such
                Issuer acknowledges that any such election is subject to the right
                of
                Euroclear and Clearstream, Luxembourg to jointly determine that the
                other
                shall act as common safekeeper in relation to any such issue and
                agrees
                that no liability shall attach to the Agent in respect of any such
                election made by it.

            


    

     

    
      	
               

            	
              (4)

            	
              Where
                the Agent delivers any authenticated Global Note to a common safekeeper
                for effectuation using electronic means, it is authorised and instructed
                to destroy the Global Note retained by it following its receipt of
                confirmation from the common safekeeper that the relevant Global
                Note has
                been effectuated.

            


    

     

    3.           ISSUE
      OF TEMPORARY GLOBAL NOTES

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (a)

            	
              to
                prepare a Temporary Global Note or Temporary Global Notes containing
                the
                relevant Conditions and to complete, in accordance with such Final
                Terms,
                the necessary details on such Temporary Global Note(s) and attach
                a copy
                of the applicable Final Terms to such Temporary Global
                Note;

            


    

     

    
      	
               

            	
              (b)

            	
              to
                authenticate such Temporary Global
                Note(s);

            


    

     

    
      	
               

            	
              (c)

            	
              if
                the Temporary Global Note(s) is/are a CGN, to deliver such Temporary
                Global Note(s) (i) to the specified common depositary of Euroclear,
                Clearstream, Luxembourg and/or such other applicable clearing agency
                as is
                specified in the applicable Final Terms against receipt from such
                common
                depositary of confirmation that such common depositary is holding
                the
                Temporary Global Note(s) in safe custody for the account of Euroclear,
                Clearstream, Luxembourg or such other applicable clearing agency
                and to
                instruct Euroclear, Clearstream, Luxembourg and/or such other applicable
                clearing agency (as the case may be) to credit the Notes represented
                by
                such Temporary Global Notes(s), unless otherwise agreed in writing
                between
                the Agent and the relevant Issuer, to the Agent’s distribution account, or
                (ii) as otherwise agreed in writing between the relevant Issuer and
                the
                Agent;

            


    

     

    
      	
               

            	
              (d)

            	
              if
                the Temporary Global Note(s) is/are a New Global Note, to deliver
                such
                Temporary Global Note(s) to the specified common safekeeper of Euroclear
                and Clearstream, Luxembourg against receipt from such common safekeeper
                of
                confirmation that such common safekeeper is holding the Temporary
                Global
                Note(s) in safe custody for the account of Euroclear and Clearstream,
                Luxembourg and, in the case of a Temporary Global Note which is a
                Eurosystem-eligible New Global Note, to instruct the common safekeeper
                to
                effectuate the same; and

            


    

     

    
      	
               

            	
              (e)

            	
              if
                the Temporary Global Note(s) is/are a New Global Note, to instruct
                Euroclear and Clearstream, Luxembourg to make the appropriate entries
                in
                their records to reflect the initial outstanding aggregate nominal
                amount
                of the relevant Tranche of Notes.

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    4.           ISSUE
      OF PERMANENT GLOBAL NOTES

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (a)

            	
              in
                the case of the first Tranche of any Series of Notes, to prepare
                a
                Permanent Global Note containing the relevant Conditions and to complete,
                in accordance with the terms of the Temporary Global Note, the necessary
                details on such Permanent Global Note and attach a copy of the applicable
                Final Terms to such Permanent Global
                Note;

            


    

     

    
      	
               

            	
              (b)

            	
              in
                the case of the first Tranche of any Series of Notes, to authenticate
                such
                Permanent Global Note;

            


    

     

    
      	
               

            	
              (c)

            	
              in
                the case of the first Tranche of any Series of Notes (i) where the
                Temporary Global Note is a CGN and is being held by a common depositary
                as
                aforesaid, to deliver such Permanent Global Note to the specified
                common
                depositary that is holding the Temporary Global Note for the time
                being on
                behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable
                clearing agency as is specified in the applicable Final Terms in
                exchange
                for such Temporary Global Note or, in the case of a partial exchange,
                after noting the details of such exchange in the appropriate spaces
                on
                both the Temporary Global Note and the Permanent Global Note, and
                in
                either case against receipt from the common depositary of confirmation
                that such common depositary is holding the Permanent Global Note
                in safe
                custody for the account of Euroclear, Clearstream, Luxembourg and/or
                such
                other applicable clearing agency (as the case may be); or (ii) where
                the
                Temporary Global Note is a CGN and is not being held by a common
                depositary, as otherwise agreed in writing between the relevant Issuer
                and
                the Agent;

            


    

     

    
      	
               

            	
              (d)

            	
              in
                the case of the first Tranche of any Series of Notes where the Temporary
                Global Note is a New Global Note, to deliver such Permanent Global
                Note to
                the specified common safekeeper that is holding the Temporary Global
                Note
                representing the Tranche for the time being on behalf of Euroclear
                and/or
                Clearstream, Luxembourg in exchange for such Temporary Global Note
                against
                receipt from the common safekeeper of confirmation that such common
                safekeeper is holding the Permanent Global Note in safe custody for
                the
                account of Euroclear and/or Clearstream, Luxembourg, and, in the
                case of a
                Permanent Global Note which is a Eurosystem-eligible New Global Note,
                to
                instruct the common safekeeper to effectuate the same and to hold
                it on
                behalf of the relevant Issuer pending its exchange for the Temporary
                Global Note;

            


    

     

    
      	
               

            	
              (e)

            	
              in
                the case of a subsequent Tranche of any Series of Notes if the Permanent
                Global Note is a CGN, to attach a copy of the applicable Final Terms
                to
                the Permanent Global Note applicable to the relevant Series and to
                enter
                details of any exchange in whole or part as stated above;
                and

            


    

     

    
      	
               

            	
              (f)

            	
              in
                the case of a subsequent Tranche of any Series of Notes if the Permanent
                Global Note is a New Global Note, to deliver the applicable Final
                Terms to
                the specified common safekeeper for attachment to the Permanent Global
                Note applicable to the relevant
                Series.

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    5.           ISSUE
      OF DEFINITIVE BEARER NOTES

     

    
      	
               

            	
              (1)

            	
              The
                Agent shall deliver the relevant Definitive Bearer Note(s) in accordance
                with the terms of the relevant Temporary Global Note or the relevant
                Permanent Global Note where such Temporary Global Note or Permanent
                Global
                Note (as the case may be) is to be exchanged for one or more Definitive
                Bearer Note(s).  For this purpose, the Agent is hereby
                authorised on behalf of the relevant
                Issuer:

            


    

     

    
      	
               

            	
              (a)

            	
              to
                authenticate or arrange for authentication on its behalf (if so instructed
                by the relevant Issuer) of such Definitive Bearer Note(s);
                and

            


    

     

    
      	
               

            	
              (b)

            	
              to
                deliver such Definitive Bearer Note(s) to or to the order of Euroclear,
                Clearstream, Luxembourg and/or such other applicable clearing agency
                as is
                specified in the applicable Final Terms either in exchange for such
                Global
                Note or, in the case of a partial exchange, if it is a CGN, on entering
                details of any partial exchange of the Global Note in the relevant
                space
                in Schedule Two of such Global Note, or, if it is a New Global Note,
                on
                Euroclear and Clearstream, Luxembourg making the appropriate entries
                in
                their records to reflect such exchange; provided that the Agent shall
only
                permit a partial exchange of Notes represented by a Permanent Global
                Note
                for Definitive Bearer Notes if the Notes which continue to be represented
                by such Permanent Global Note are regarded as fungible by Euroclear,
                Clearstream, Luxembourg and/or such other applicable clearing agency
                with
                the Definitive Bearer Notes issued in partial exchange
                therefor.

            


    

     

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

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    6.           EXCHANGES

     

    Upon
      any
      exchange of all or a portion of an interest in a Temporary Global Note for
      an
      interest in a Permanent Global Note or for Definitive Bearer Notes or upon
      any
      exchange of all or a portion of an interest in a Permanent Global Note for
      Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global
      Note shall, if it is a CGN, be endorsed to reflect the reduction of, or increase
      in (as the case may be), its nominal amount by the aggregate nominal amount
      so
      exchanged and, where applicable, the Permanent Global Note shall be endorsed
      by
      or on behalf of the Agent to reflect the increase in its nominal amount as
      a
      result of any exchange for an interest in the Temporary Global Note or (ii)
      in
      the case of any Global Note which is a New Global Note, instruct Euroclear
      and
      Clearstream, Luxembourg to make appropriate entries in their records to reflect
      such exchange. Until exchanged in full, the holder of an interest in any Global
      Note shall in all respects be entitled to the same benefits as the holder of
      Definitive Bearer Notes, Receipts and Coupons authenticated and delivered
      hereunder, subject as set out in the Conditions and the relevant Global
      Note.  The Agent is hereby authorised on behalf of the relevant Issuer
      and instructed (a) in the case of any Global Note which is a CGN, to endorse
      or
      to arrange for the endorsement of the relevant Global Note to reflect the
      reduction in the nominal amount represented thereby by the amount so exchanged
      and, if appropriate, to endorse the Permanent Global Note to reflect any
      increase in the nominal amount represented by it and, in either case, to sign
      in
      the relevant space on the relevant Global Note recording such exchange and
      reduction or increase; (b) in the case of any Global Note which is a New Global
      Note, to instruct Euroclear and Clearstream, Luxembourg to make appropriate
      entries in their records to reflect such exchange; and (c) in the case of a
      total exchange, to cancel or arrange for the cancellation of the relevant Global
      Note.  Any of the duties and obligations of the Agent set forth in
      this Clause 6 may, with the consent of the relevant Issuer, be delegated by
      the
      Agent with respect to a particular Series of Notes to a third party, provided
      such third party’s performance is subject to the overall supervision and control
      of the Agent.

     

    7.           TERMS
      OF ISSUE

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    (a)           debited
      from the Agent’s distribution account; and

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (5)

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

            


    

     

    
      	
               

            	
              (6)

            	
              Unless
                otherwise agreed in writing between the relevant Issuer and the Agent,
                if
                the Agent pays an amount (the Advance) to the relevant
                Issuer on the basis that a payment (the Payment) will be
                received from a Purchaser and if the Payment is not received by the
                Agent
                on the date the Agent pays the relevant Issuer, the Agent shall notify
                the
                relevant Issuer by facsimile that the Payment has not been received
                and
                the relevant Issuer shall repay to the Agent the Advance and shall
                pay
                interest on the Advance (or the unreimbursed portion thereof) from
                (and
                including) the date such Advance is made to (but excluding) the earlier
                of
                repayment of the Advance and receipt by the Agent of the Payment
                (at a
                rate quoted at that time by the Agent as its cost of funding the
                Advance
                provided that evidence of the basis of such rate is given to the
                relevant
                Issuer).

            


    

     

    
      	
               

            	
              (7)

            	
              In
                the event of an issue of Notes, the Agent will promptly, and in any
                event
                prior to the Issue Date in respect of such issue, send the applicable
                Final Terms to the relevant Stock
                Exchange.

            


    

     

    
      	
               

            	
              (8)

            	
              Execution
                in facsimile of any Notes and any photostatic copying or other duplication
                of the master Temporary Global Note or the master Permanent Global
                Note
                (in unauthenticated form, but executed manually on behalf of the
                relevant
                Issuer as stated above) shall be binding upon the relevant Issuer
                in the
                same manner as if such Notes were signed manually by such
                signatories.

            


    

     

    8.           PAYMENTS

     

    
      	
               

            	
              (1)

            	
              The
                Agent shall advise the relevant Issuer, no later than ten Business
                Days
                (as defined in Subclause 8(2)) immediately preceding the date on
                which any
                payment is to be made to the Agent pursuant to this Subclause 8(1),
                of the
                payment amount, value date and payment instructions and the relevant
                Issuer shall on each date on which any payment in respect of any
                Bearer
                Notes becomes due, transfer to an account specified by the Agent
                not later
                than (unless otherwise agreed between the relevant Issuer and the
                Agent)
                the Payment Time such amount in the relevant currency as shall be
                sufficient for the purposes of such payment in funds settled through
                such
                payment system as the Agent and the relevant Issuer may
                agree.  As used in this Subclause 8(1), the term Payment
                Time means (unless otherwise agreed between the relevant Issuer
                and the Agent) 2:00 p.m. local time in the principal financial centre
                of
                the country of the currency in which the payment falls is to be made
                (which in the case of payment of euro is London). Unless otherwise
                provided in the applicable Final Terms, the principal financial centre
                of
                any country for the purposes of this Subclause 8(1) shall be as provided
                in the ISDA Definitions on the Issue Date of such Series of Bearer
                Notes
                (except if the Specified Currency is Australian dollars or New Zealand
                dollars the principal financial centre shall be Sydney or Auckland,
                respectively).

            


    

     

    
      	
               

            	
              (2)

            	
              The
                relevant Issuer shall ensure that, no later than the third Business
                Day
                immediately preceding the date on which any payment is to be made
                to the
                Agent pursuant to Subclause 8(1), the Agent shall receive a confirmation
                from the relevant Issuer that such payment will be made.  For
                the purposes of this Clause 8,  Business Day
                has the meaning given to it in Condition
                4(b).

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Agent shall ensure that payments of both principal and interest in
                respect
                of Temporary Global Notes will be made only to the extent that
                certificates of non-U.S. beneficial ownership as required by U.S.
                Treasury
                regulations have been received from Euroclear and/or Clearstream,
                Luxembourg in accordance with the terms thereof. The Agent shall
                retain
                each such certification on behalf of the relevant Issuer, for four
                calendar years following the year in which the certification is
                received.

            


    

     

    
      	
               

            	
              (4)

            	
              The
                Agent shall pay interest on the Notes only outside the United States
                and
                its possessions, within the meaning of United States Treasury regulation
                section 1.163-5(c)(1)(ii)(A).  No interest on Notes issued by
                TMCC shall be paid into an account maintained by the payee in the
                United
                States or mailed to an address in the United States unless the payee
                is
                described in United States Treasury regulation sections
                1.163-5(c)(2)(v)(B)(1) or (2).

            


    

     

    
      	
               

            	
              (5)

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

            


    

     

    
      	
               

            	
              (6)

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

            


    

     

    
      	
               

            	
              (7)

            	
              Without
                prejudice to Subclauses 8(5) and 8(6), if the Agent pays any amounts
                to
                the holders of Bearer Notes, Receipts or Coupons or to any Paying
                Agent at
                a time when it has not received payment in full in respect of the
                relevant
                Bearer Notes in accordance with Subclause 8(1) (the excess of the
                amounts
                so paid over the amounts so received being the
                Shortfall), the relevant Issuer shall, in addition to
                paying amounts due under Subclause 8(1), pay to the Agent on demand
                interest (at a rate which represents the Agent’s actual overnight cost of
                funding the Shortfall as evidenced to the relevant Issuer by the
                provision
                of details of the calculation of the cost of funding) on the Shortfall
                (or
                the unreimbursed portion thereof) from (and including) the date such
                Shortfall is paid by the Agent to the holders of the Bearer Notes,
                Receipts or Coupons or to any Paying Agent to (but excluding) the
                date of
                receipt in full by the Agent of the Shortfall.  The Agent shall
                notify the relevant Issuer by facsimile as soon as practicable, it
                being
                understood that the relevant Issuer shall have the right to make
                such
                payment subsequently with good value as of such Business
                Day.

            


    

     

    
      	
               

            	
              (8)

            	
              The
                Agent shall on demand promptly reimburse each Paying Agent for payments
                in
                respect of Bearer Notes properly made by such Paying Agent in accordance
                with this Agreement and the Conditions unless the Agent has notified
                the
                Paying Agent, prior to the opening of business in the location of
                the
                office of the Paying Agent through which payment in respect of the
                Bearer
                Notes can be made on the due date of a payment in respect of the
                Bearer
                Notes, that the Agent does not expect to receive sufficient funds
                to make
                payment of all amounts falling due in respect of such Bearer
                Notes.

            


    

     

    
      	
               

            	
              (9)

            	
              Whilst
                any Bearer Notes are represented by Temporary Global Notes or Permanent
                Global Notes, all payments due in respect of such Notes shall be
                made to,
                or to the order of, the holder of the Global Notes, subject to and
                in
                accordance with the provisions of the Global Notes.  On the
                occasion of any such payment, (i) in the case of a CGN, the Paying
                Agent
                to which the Global Note was presented for the purpose of making
                such
                payment shall cause the relevant Schedule to the Global Notes to
                be
                annotated so as to evidence the amounts and dates of such payments
                of
                principal and/or interest as applicable or (ii) in the case of any
                Global
                Note which is a New Global Note, the Agent shall instruct Euroclear
                and
                Clearstream, Luxembourg to make appropriate entries in their records
                to
                reflect such payment.

            


    

     

    
      	
               

            	
              (10)

            	
              If
                the amount of principal and/or interest then due for payment is not
                paid
                in full (otherwise than by reason of a deduction required by law
                to be
                made therefrom), (i) the Paying Agent to which a Temporary Global
                Note or
                Permanent Global Note is presented for the purpose of making such
                payment
                shall, unless the Note is a New Global Note, make a record of such
                shortfall on the relevant Schedule to the Global Note and such record
                shall, in the absence of manifest error, be prima facie evidence
                that the
                payment in question has not to that extent been made or (ii) in the
                case
                of any Global Note which is a New Global Note, the Agent shall instruct
                Euroclear and Clearstream, Luxembourg to make appropriate entries
                in their
                records to reflect such shortfall in
                payment.

            


    

     

    
      	
              9.

            	
              DETERMINATIONS
                AND NOTIFICATIONS IN RESPECT OF
                NOTES

            


    

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Agent shall not be responsible to any Issuer or to any third party
                (except
                in the event of negligence, wilful default or bad faith) as a result
                of
                the Agent having acted on any quotation given by any Reference Bank
                (as
                referred to in Condition 4(b)(iv)(E)) which subsequently may be found
                to
                be incorrect.

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    
      	
               

            	
              (5)

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

            


    

     

    
      	
               

            	
              (6)

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

            


    

     

    
      	
               

            	
              (7)

            	
              For
                purposes of monitoring the aggregate nominal amount of Notes (as
“Notes”
                is defined in the Programme Agreement) issued and outstanding (as
                “outstanding” is defined in the Programme Agreement) under the Programme,
                the Agent shall determine the euro equivalent of the nominal amount
                of
                each issue of Notes (as “Notes” is defined in the Programme Agreement)
                denominated in a Specified Currency, other than euros as
                follows:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                EUR equivalent of Notes denominated in a Specified Currency other
                than EUR
                shall be determined by the Agent as of 2:30 p.m. London time on the
                Issue
                Date for such Notes (save in the case of Notes issued prior to 28
                September 2007 by TMCC under its U.S.$30,000,000,000 Euro Medium-Term
                Note
                Program which remain outstanding where the EUR equivalent of such
                Notes
                denominated in a Specified Currency other than EUR shall be determined
                by
                the Agent as of 2.30 p.m. London time on 28 September 2007) by reference
                to the spot rate displayed on a page on the relevant Reuters service
                or
                Dow Jones Markets Limited or such other service as is agreed between
                the
                Agent and the relevant Issuer from time to
                time;

            


    

     

    
      	
               

            	
              (b)

            	
              the
                EUR equivalent of Dual Currency Notes and Index Linked Notes shall
                be
                determined in the manner specified above in paragraph (a) by reference
                to
                the original nominal amount of such
                Notes;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                EUR equivalent of Zero Coupon Notes and other Notes issued at a discount
                shall be determined in the manner specified above in paragraph (a)
                by
                reference to the net proceeds received by the relevant Issuer for
                the
                particular issue; and

            


    

     

    
      	
               

            	
              (d)

            	
              the
                EUR equivalent of Partly Paid Notes shall be the nominal amount of
                such
                Notes regardless of the amount of purchase moneys paid up on such
                Notes.

            


    

     

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

     

    
      	
               

            	
              (8)

            	
              Without
                prejudice to Subclause 9(7), determinations with regard to Index
                Linked
                Notes and Dual Currency Notes shall otherwise be made by the Calculation
                Agent specified in the applicable Final Terms in the manner specified
                in
                the applicable Final Terms.  Unless otherwise agreed between the
                relevant Issuer and the relevant Purchaser or Purchasers of such
                Notes,
                such determinations shall be made on the basis of a Calculation Agency
                Agreement substantially in the form of Appendix C
                hereto.

            


    

     

    10.           NOTICE
      OF ANY WITHHOLDING OR DEDUCTION

     

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

     

    
      	
              11.

            	
              DUTIES
                OF THE AGENT IN CONNECTION WITH EARLY
                REDEMPTION

            


    

     

    
      	
               

            	
              (1)

            	
              If
                the relevant Issuer decides to redeem any Notes for the time being
                outstanding prior to their Maturity Date in accordance with the
                Conditions, the relevant Issuer shall give notice of such decision
                to the
                Agent not less than five days before the date of the notice required
                to be
                given to the holders of the Notes under the Conditions or such shorter
                period that is acceptable to the
                Agent.

            


    

     

    
      	
               

            	
              (2)

            	
              If
                only some of the Notes of the same Series are to be redeemed on such
                date
                the Agent shall make the required drawing in accordance with the
                Conditions but shall give the relevant Issuer reasonable notice of
                the
                time and place proposed for such drawing and the relevant Issuer
                shall be
                entitled to send representatives to attend such
                drawing.

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    12.           PUBLICATION
      OF NOTICES

     

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

     

    
      	
              13.

            	
              CANCELLATION,
                RESALE AND REISSUANCE OF NOTES, RECEIPTS, COUPONS AND
                TALONS

            


    

     

    
      	
               

            	
              (1)

            	
              All
                Notes which are redeemed, all Global Notes which are exchanged in
                full,
                all Receipts or Coupons which are paid and all Talons which are exchanged
                shall be cancelled by the Agent or Paying Agent by which they are
                redeemed, paid or exchanged.  In addition, all Notes which are
                purchased or otherwise acquired pursuant to the Conditions by the
                relevant
                Issuer, together (in the case of Definitive Bearer Notes) with all
                unmatured Receipts, Coupons or Talons (if any) attached thereto or
                purchased therewith, may, at the option of the relevant Issuer where
                the
                Issuer is TMF, TFA or TMCC, either be (i) resold or reissued, or
                held by
                the relevant Issuer for subsequent resale or reissuance, or (ii)
                cancelled
                in which event such Notes, Receipts and Coupons may not be resold
                or
                reissued.  Where the Issuer is TCCI, unless otherwise specified
                in the applicable Final Terms, such Notes shall be surrendered (in
                the
                case of Bearer Notes) to any Paying Agent or in the case of Registered
                Notes, the Registrar or Canadian Paying Agent for
                cancellation.  Where any Notes, Receipts, Coupons or Talons are
                purchased and cancelled, resold or reissued, or held by the relevant
                Issuer for subsequent resale or reissuance, as aforesaid, the relevant
                Issuer shall procure that all relevant details are promptly given
                to the
                Agent and that all Notes, Receipts, Coupons or Talons so cancelled
                are
                delivered to the Agent.

            


    

     

    
      	
               

            	
              (2)

            	
              Upon
                the written request of the relevant Issuer, a certificate
                stating:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                aggregate nominal amount of Notes which have been redeemed and the
                aggregate amount paid in respect
                thereof;

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

            	
              the
                aggregate amount paid in respect of interest on the
                Notes;

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

            	
              in
                the case of Definitive Bearer Notes, the serial numbers of such
                Notes,

            


    

     

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

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (a)

            	
              the
                nominal amount of Notes so purchased and cancelled, resold or
                reissued;

            


    

     

    
      	
               

            	
              (b)

            	
              in
                the case of Definitive Bearer Notes, the serial numbers of such Notes;
                and

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (4)

            	
              The
                Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons
                (unless otherwise instructed by the relevant Issuer) and, forthwith
                upon
                destruction and following the written request of the relevant Issuer,
                furnish the relevant Issuer with a certificate of the serial numbers
                of
                the Notes (in the case of Definitive Bearer Notes) and the number
                by
                maturity date of Receipts, Coupons and Talons so
                destroyed.

            


    

     

    
      	
               

            	
              (5)

            	
              Without
                prejudice to the obligations of the Agent pursuant to Subclause 13(2),
                the
                Agent shall keep a full and complete record of all Notes, Receipts,
                Coupons and Talons (other than serial numbers of Coupons, except
                those
                which have been replaced pursuant to Condition 10) and of all redeemed,
                cancelled or replacement Notes, Receipts, Coupons or Talons (in the
                case
                of Definitive Bearer Notes, with details of all unmatured Receipts,
                Coupons or Talons (if any) attached thereto or delivered therewith)
                including those issued in substitution for mutilated, defaced, destroyed,
                lost or stolen Notes, Receipts, Coupons or Talons and of all Notes,
                Receipts, Coupons or Talons which have been resold or
                reissued.  The Agent shall at all reasonable times make such
                record available to the relevant Issuer and any person authorised
                by the
                relevant Issuer for inspection and for the taking of copies thereof
                or
                extracts therefrom.

            


    

     

    
      	
               

            	
              (6)

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

            


    

     

    
      	
               

            	
              (7)

            	
              The
                Agent is authorised by the relevant Issuer and instructed (a) in
                the case
                of any Global Note which is a CGN, to endorse or to arrange for the
                endorsement of the relevant Global Note to reflect the reduction
                in the
                nominal amount represented by it by the amount so redeemed or purchased
                and cancelled and (b) in the case of any Global Note which is a New
                Global
                Note, to instruct Euroclear and Clearstream, Luxembourg to make
                appropriate entries in their records to reflect such redemption or
                purchase and cancellation, as the case may be; provided, that, in
                the case
                of a purchase or cancellation, the relevant Issuer has notified the
                Agent
                of the same in accordance with Subclause
                13(1).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              14.

            	
              ISSUE
                OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND
                TALONS

            


    

     

    
      	
               

            	
              (1)

            	
              The
                Issuers will cause a sufficient quantity of additional forms of Notes,
                Receipts, Coupons and Talons to be available, upon request, to the
                Agent
                at its specified office for the purpose of issuing replacement Notes,
                Receipts, Coupons and Talons as provided
                below.

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    
      	
               

            	
              (a)

            	
              paid
                such reasonable costs as may be incurred in connection
                therewith;

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (5)

            	
              The
                Agent shall cancel any mutilated or defaced Notes, Receipts, Coupons
                and
                Talons in respect of which replacement Notes, Receipts, Coupons and
                Talons
                have been issued pursuant to this Clause 14 and shall furnish the
                relevant
                Issuer with a certificate stating the serial numbers of the Notes,
                Receipts, Coupons and Talons so cancelled and, unless otherwise instructed
                by the relevant Issuer in writing, shall destroy such cancelled Notes,
                Receipts, Coupons and Talons and furnish the relevant Issuer with
                a
                destruction certificate containing the information specified in Subclause
                13(4).

            


    

     

    
      	
               

            	
              (6)

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

            


    

     

    
      	
               

            	
              (7)

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

            


    

     

    
      	
               

            	
              (8)

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

            


    

     

    
      	
               

            	
              (9)

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

            


    

     

    
      	
              15.

            	
              COPIES
                OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR
                INSPECTION

            


    

     

    The
      Agent
      and the Paying Agents shall, for as long as any Note remains outstanding, hold
      copies of this Agreement, the Credit Support Agreements, the constitutional
      documents of each Issuer, TFS and the Parent, the Prospectus dated the date
      hereof and any supplement to or replacement thereof produced from time to time,
      the forms of the temporary global, permanent global and definitive Notes and
      each applicable Final Terms in relation to a Series of listed Notes or Notes
      offered to the public in the European Economic Area, available for
      inspection.  In addition, the Agent and the Paying Agents shall hold
      and shall make available, free of charge, at their specified offices copies
      of
      the latest annual and any interim reports of the relevant Issuer and the Parent;
      provided, however, that if a Paying Agent acts as a Paying Agent for only some
      of the Series of Notes issued under the Programme, such Paying Agent need only
      hold the applicable Final Terms for the Series of Notes for which it acts as
      Paying Agent (and any documents specified in the applicable Final Terms) and
      the
      other documents referenced in this Clause 15 shall be obtained by Noteholders
      from the Agent or from Paying Agents that act as Paying Agents for all Series
      of
      Notes issued under the Programme.  For this purpose, the Issuers shall
      furnish the Agent and the Paying Agents with sufficient copies of the documents
      they are required to hold.

     

    
      	
              16.

            	
              COMMISSIONS
                AND EXPENSES

            


    

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Agent shall make payment of the fees and commissions due hereunder
                to the
                Paying Agents and shall reimburse their expenses promptly after the
                receipt of the relevant moneys from the Issuers.  None of the
                Issuers shall be responsible for any such payment or reimbursement
                by the
                Agent to the Paying Agents.

            


    

     

    17.           INDEMNITY

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Agent and the Paying Agents shall not be liable for any action taken
                or
                omitted hereunder except for their own wilful default, negligence
                or bad
                faith or that of their respective officers, directors or employees
                or the
                breach by any of them of the terms of this Agreement. Neither the
                Agent
                nor any Paying Agent shall be liable for any consequential loss (being
                loss of business, goodwill, opportunity or profit) suffered by any
                Issuer.

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    18.           REPAYMENT
      BY THE AGENT

     

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

     

    19.           CONDITIONS
      OF APPOINTMENT

     

    
      	
               

            	
              (1)

            	
              The
                Agent shall be entitled to deal with money paid to it by any Issuer
                for
                the purpose of this Agreement in the same manner as other money paid
                to a
                banker by its customers except:

            


    

     

    
      	
               

            	
              (a)

            	
              that
                it shall not exercise any right of set-off, lien or similar claim
                in
                respect thereof;

            


    

     

    
      	
               

            	
              (b)

            	
              as
                provided in Subclause 19(2) below;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              that
                it shall not be liable to account to any Issuer for any interest
                thereon
                except as otherwise agreed between the relevant Issuer and the
                Agent.

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Agent and the Paying Agents hereby undertake to the Issuers to perform
                such obligations and duties, and shall be obliged to perform such
                duties
                and only such duties, as are herein (including Appendix F hereto
                in the
                case of the Agent), in the Conditions and in the Procedures Memorandum
                specifically set forth, or are otherwise agreed to in writing by
                the
                relevant Issuer, the Agent and the Paying Agents as applicable, and
                no
                implied duties or obligations shall be read into this Agreement or
                the
                Notes against the Agent and the Paying Agents other than the duty
                to act
                honestly and in good faith and to exercise the diligence of a reasonably
                prudent agent in comparable circumstances.  Each of the Paying
                Agents (other than the Agent) agrees that if any information that
                is
                required by the Agent to perform the duties set out in Appendix F
                hereto
                becomes known to it, it will promptly provide such information to
                the
                Agent.

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    
      	
               

            	
              (5)

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

            


    

     

    
      	
               

            	
              (6)

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

            


    

     

    
      	
               

            	
              (7)

            	
              Each
                Issuer shall provide the Agent with a certified copy of the list
                of
                persons authorised to execute documents and take action on its behalf
                in
                connection with this Agreement and shall notify the Agent promptly
                in
                writing if any of such persons ceases to be so authorised or if any
                additional person becomes so authorised together, in the case of
                an
                additional authorised person, with evidence satisfactory to the Agent
                that
                such person has been so authorised.

            


    

     

    
      	
               

            	
              (8)

            	
              The
                amount of the Programme may be increased by the Issuers in accordance
                with
                the procedure set out in the Programme Agreement.  Upon any
                increase being effected, all references in this Agreement to the
                amount of
                the Programme shall be deemed to be references to the increased
                amount.

            


    

     

    20.           COMMUNICATION
      BETWEEN THE PARTIES

     

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

     

    21.           CHANGES
      IN AGENT AND PAYING AGENTS

     

    
      	
               

            	
              (1)

            	
              Each
                Issuer agrees that, until no Note is outstanding or until moneys
                for the
                payment of all amounts in respect of all outstanding Notes have been
                made
                available to the Agent and have been returned to the relevant Issuer
                as
                provided herein (whichever is the
                later):

            


    

     

    
      	
               

            	
              (a)

            	
              so
                long as any Notes are admitted to trading or listed on any Stock
                Exchange
                or other relevant authority, there will at all times be a Paying
                Agent
                with a specified office in such place as may be required by the rules
                and
                regulations of the relevant Stock Exchange or other relevant
                authority;

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

            	
              there
                will at all times be an Agent; and

            


    

     

    
      	
               

            	
              (d)

            	
              there
                will at all times be a Paying Agent in a Member State of the European
                Union that will not be obliged to withhold or deduct tax pursuant
                to the
                European Council Directive 2003/48/EC on the taxation of savings
                income or
                any law implementing or complying with or introduced to conform to,
                such
                Directive.

            


    

     

    In
      addition, the Issuers shall appoint a Paying Agent having a specified office
      in
      the United States only in the circumstances described in the final paragraph
      of
      Condition 5(d).  Any variation, termination, appointment or change
      shall only take effect (other than in the case of insolvency, when it shall
      be
      of immediate effect) after not less than 30 nor more than 45 days prior notice
      thereof shall have been given to the Noteholders in accordance with Condition
      16.

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

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

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    
      	
               

            	
              (5)

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

            


    

     

    
      	
               

            	
              (6)

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

            


    

     

    
      	
               

            	
              (7)

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

            


    

     

    
      	
               

            	
              (8)

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

            


    

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (9)

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

            


    

     

    
      	
               

            	
              (10)

            	
              In
                the case of any Series of Notes to be issued by TCCI in registered
                form
                TCCI has appointed a registrar, transfer agent and Canadian paying
                agent
                pursuant to the Note Agency
                Agreement.

            


    

     

    22.           MERGER
      AND CONSOLIDATION

     

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

     

    23.           NOTIFICATIONS

     

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

     

    24.           CHANGE
      OF SPECIFIED OFFICE

     

    The
      specified office of the Agent shall be One Canada Square, Canary Wharf, London
      E14 5AL.  The specified office of the other Paying Agent shall be
      Aerogolf Center, 1A, Hoehenhof, L-1736 Senningerberg, Luxembourg.  If
      the Agent or any Paying Agent determines to change its specified office, it
      shall give to the Issuers and (if applicable) the Agent written notice of such
      determination giving the address of the new specified office which shall be
      in
      the same city and stating the date on which such change is to take effect,
      which
      shall not be less than 45 days thereafter.  The Agent (on behalf of
      the Issuers) shall within 15 days of receipt of such notice (unless the
      appointment of the Agent or the relevant Paying Agent, as the case may be,
      is to
      terminate pursuant to Clause 21 on or prior to the date of such change) give
      or
      cause to be given not more than 45 days’ nor less than 30 days’ notice thereof
      to the Noteholders in accordance with the Conditions; provided, however, that
      if
      a Paying Agent acts as Paying Agent for only some of the Series of Notes under
      the Programme, notice need be given only to holders of the Notes of those Series
      in relation to which the Paying Agent acts as Paying Agent.

     

    25.           NOTICES

     

    
      	
               

            	
              (1)

            	
              Any
                notice or communication given hereunder shall be sufficiently given
                or
                served:

            


    

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (2)

            	
              A
                copy of any notice served in accordance with Subclause 25(1) shall
                be
                given to the Parent and TFS at:

            


    

     

    
      	
               

            	
              Toyota
                Motor Corporation

            


    

    
      	
               

            	
              Nagoya
                Office

            


    

    
      	
               

            	
              7-1,
                Meieki 4-chome

            


    

    
      	
               

            	
              Nakamura-ku

            


    

    
      	
               

            	
              Nagoya
                City

            


    

    
      	
               

            	
              Aichi
                Prefecture 450-8711

            


    

    
      	
               

            	
              Japan

            


    

     

    
      	
              Telephone:

            	
              052
                552 0721

            


    

    
      	
               

            	
              Telefax:

            	
              052
                552 3745

            


    

    
      	
               

            	
              Attention:

            	
              Group
                Manager of Affiliated Companies Finance
                Division

            


    

     

    
      	
               

            	
              Toyota
                Financial Services Corporation

            


    

    
      	
               

            	
              Nagoya
                Lucent Tower

            


    

    
      	
               

            	
              6-1,
                Ushijima-cho

            


    

    
      	
               

            	
              Nishi-ku

            


    

    
      	
               

            	
              Nagoya
                City

            


    

    
      	
               

            	
              Aichi
                Prefecture 451-6015

            


    

    
      	
               

            	
              Japan

            


    

     

    
      	
              Telephone:

            	
              052
                217 2414

            


    

    
      	
               

            	
              Telefax:

            	
              052
                587 7931

            


    

    
      	
               

            	
              Attention:

            	
              Group
                Vice President of Risk Management

            


    

     

    26.           TAXES
      AND STAMP DUTIES

     

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

     

    27.           CURRENCY
      INDEMNITY

     

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

     

    28.           AMENDMENTS:  MEETINGS
      OF HOLDERS

     

    
      	
               

            	
              (1)

            	
              This
                Agreement, (in the case of Registered Notes) the Note Agency Agreement,
                the Notes and any Receipts and Coupons attached to the Notes may
                be
                amended by the Issuers or the relevant Issuer, as the case may be,
                and (in
                the case of this Agreement) the Agent and (in the case of the Note
                Agency
                Agreement) the Registrar and the Canadian Paying Agent, without the
                consent of the holder of any Note, Receipt or Coupon (a) for the
                purpose
                of curing any ambiguity, or of curing, correcting or supplementing
                any
                defective provision contained herein or therein, or to evidence the
                succession of another corporation to the relevant Issuer as provided
                in
                Condition 13 or provide for substitution of the relevant Issuer as
                provided in Condition 14, (b) to make any further modifications of
                the
                terms of this Agreement or (in the case of Registered Notes) the
                Note
                Agency Agreement necessary or desirable to allow for the issuance
                of any
                additional Notes (which modifications shall not be materially adverse
                to
                holders of outstanding Notes), or (c) in any manner which the Issuers
                or
                the relevant Issuer, as the case may be, and (in the case of this
                Agreement) the Agent and (in the case of the Note Agency Agreement)
                the
                Registrar and the Canadian Paying Agent, may deem necessary or desirable
                and which shall not materially adversely affect the interests of
                the
                holders of the Notes, Receipts and Coupons.  In addition, with
                the consent of the holders of not less than a majority in aggregate
                nominal amount of the Notes then outstanding affected thereby, or
                by a
                resolution adopted by a majority in aggregate nominal amount of such
                outstanding Notes affected thereby present or represented at a meeting
                of
                such holders at which a quorum is present (provided that such resolution
                shall be approved by the holders of not less than 25 per cent. of
                the
                aggregate nominal amount of Notes affected thereby then outstanding),
                this
                Agreement, (in the case of Registered Notes) the Note Agency Agreement
                or
                the terms and conditions of the Notes, Receipts and Coupons may be
                modified or amended by the parties hereto or thereto, and future
                compliance and past defaults waived, in each case as provided in
                Conditions 9 and 15 and subject to the limitations therein provided
                (including that no such agreement shall, without the consent or the
                affirmative vote of the holder of each Note affected thereby,
                (i) change the stated maturity of the principal of or any instalment
                of interest on any Note, (ii) reduce the nominal amount of or
                interest on any Note, (iii) change the obligation of the Issuer to
                pay Additional Amounts as provided in Condition 7, (iv) reduce the
                percentage in nominal amount of outstanding Notes the consent of
                the
                holders of which is necessary to modify or amend the Agency Agreement
                or
                (in the case of Registered Notes) the Note Agency Agreement or the
                terms
                and conditions of the Notes or to waive any future compliance or
                past
                default, or (v) reduce the percentage in nominal amount of
                outstanding Notes the consent of the holders of which is required
                at any
                meeting of holders of Notes at which a resolution is
                adopted).

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Agent may at any time call a meeting of holders of Notes of any Series
                for
                any purpose specified in Subclause 28(1) to be held at such time
                and at
                such place in the City of New York or in London, as the Agent and
                the
                relevant Issuer shall determine.  Notice of every meeting of
                holders of Notes, setting forth the time and the place of such meeting
                and
                in general terms the action proposed to be taken at such meeting,
                shall be
                given by the Agent to the relevant Issuer and to the holders of the
                Notes,
                in the same manner as provided in Condition 16, not less than 21
                nor more
                than 180 days prior to the date fixed for the meeting.  In the
                case at any time the relevant Issuer or the holders of at least 10
                per
                cent. in nominal amount of the outstanding Notes shall have requested
                the
                Agent to call a meeting of the holders to take any action authorised
                in
                Subclause 28(1), by written request setting forth in reasonable detail
                the
                action proposed to be taken at the meeting, and the Agent shall not
                have
                given notice of such meeting within 21 days after receipt of such
                request
                or shall not thereafter proceed to cause the meeting to be held as
                provided herein, then the relevant Issuer, or the holders of Notes
                in the
                amount above-specified, as the case may be, may determine the time
                and the
                place in the City of New York or London for such meeting and may
                call such
                meeting by giving notice thereof as provided in this Subclause
                28(3).

            


    

     

    
      	
               

            	
              (4)

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

            


    

     

    
      	
               

            	
              (5)

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

            


    

     

    The
      quorum at any adjourned meeting will be one or more persons holding or
      representing 25 per cent. in aggregate nominal amount of such Notes at the
      time outstanding affected thereby. Any meeting of holders of Notes at which
      a
      quorum is present may be adjourned from time to time by vote of a majority
      in
      nominal amount of the outstanding Notes represented at the meeting, and the
      meeting may be held as so adjourned without further notice.  At a
      meeting or an adjourned meeting duly reconvened and at which a quorum is present
      as aforesaid, any resolution and all matters shall be effectively passed and
      decided if passed or decided by the persons entitled to vote a majority in
      nominal amount of the outstanding Notes represented and voting at such meeting,
      provided that such amount approving such resolution shall be not less than
      25
      per cent. in nominal amount of the outstanding Notes.

     

    
      	
               

            	
              (6)

            	
              Any
                modifications, amendments or waivers under this Clause 28 to this
                Agreement or (in the case of Registered Notes) the Note Agency Agreement
                or to the terms and conditions of the Notes, Receipts and Coupons
                will be
                conclusive and binding on all holders of Notes, Receipts and Coupons,
                whether or not they have given such consent or were present at any
                meeting, and whether or not notation of such modifications, amendments
                or
                waivers is made upon the Notes, Receipts and Coupons.  It shall
                not be necessary for the consent of the holders of Notes under Condition
                15 to approve the particular form of any proposed amendment, but
                it shall
                be sufficient if such consent shall approve the substance
                thereof.

            


    

     

     

    
      	
               

            	
              (7)

            	
              Notes
                authenticated and delivered after the execution of any amendment
                under
                this Clause 28 to this Agreement, or (in the case of Registered Notes)
                to
                the Note Agency Agreement, the Notes, Receipts or Coupons may bear
                a
                notation in form approved by the Agent or (in the case of Registered
                Notes) Registrar as to any matter provided for in such amendment
                to this
                Agreement or (in the case of Registered Notes) to the Note Agency
                Agreement. New Notes so modified as to conform, in the opinion of
                the
                Agent or (in the case of Registered Notes) the Registrar and the
                relevant
                Issuer, to any modification contained in any such amendment may be
                prepared by the relevant Issuer, authenticated by the Agent or (in
                the
                case of Registered Notes) the Registrar and delivered in exchange
                for the
                Notes then outstanding affected
                thereby.

            


    

     

    
      	
               

            	
              (8)

            	
              The
                Agent may make such reasonable regulations as it may deem advisable
                for
                any meeting of holders of Notes in regard to proof of the holding
                of Notes
                and of the appointment of proxies and in regard to the appointment
                and
                duties of inspectors of votes, the submission and examination of
                proxies,
                certificates and other evidence of the right to vote, and such other
                matters concerning the conduct of the meeting as it shall deem
                appropriate.  The Agent shall, by an instrument in writing,
                appoint a temporary chairman of the meeting, unless the meeting shall
                have
                been called by the relevant Issuer or holders of Notes as provided
                above,
                in which case the relevant Issuer or the holders of Notes calling
                the
                meeting, as the case may be, shall in like manner appoint a temporary
                chairman.  A permanent chairman and a permanent secretary of the
                meeting shall be elected by vote of the persons entitled to vote
                a
                majority in nominal amount of the outstanding Notes represented at
                the
                meeting.  The chairman of the meeting shall have no right to
                vote, except as a holder of Notes or proxy.  A record, at least
                in triplicate, of the proceedings of each meeting of holders of Notes
                shall be prepared, and one such copy shall be delivered to the relevant
                Issuer and another to the Agent to be preserved by the
                Agent.

            


    

     

    29.           CALCULATION
      AGENCY AGREEMENT

     

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

     

    30.           REDENOMINATION
      AND EXCHANGE

     

    (1)           Redenomination

     

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

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

            	
              if
                Definitive Notes are required to be issued after the Redenomination
                Date,
                they shall be issued at the expense of the relevant Issuer in the
                denominations of euro 1,000, euro 10,000 and euro 100,000 and (but
                only to
                the extent of any remaining amounts less than euro 1,000 or such
                smaller
                denominations as the Agent may approve) euro 0.01 and such other
                denominations as the relevant Issuer, after consultation with the
                Agent,
                shall determine and notify to
                Noteholders;

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

            	
              after
                the Redenomination Date, all payments in respect of the Notes, the
                Receipts and the Coupons (other than, unless the Redenomination Date
                is on
                or after such date as the original Specified Currency ceases to be
                a
                subdivision of the euro, payments of interest in respect of periods
                commencing before the Redenomination Date) will be made solely in
                euro as
                though references in the Notes, the Receipts and the Coupons to the
                Specified Currency were to euro.  Such payments will be made in
                euro by credit or transfer to a euro account (or any other account
                to
                which euro may be credited or transferred) specified by the payee
                or by
                cheque; provided, however, that a cheque may not be delivered to
                an
                address in, and an amount may not be transferred to an account at
                a bank
                located in, the United States of America or its possessions except
                as
                provided in Condition 5(d);

            


    

     

    
      	
               

            	
              (e)

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

            


    

     

    
      	
               

            	
              (f)

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

            


    

     

    
      	
               

            	
              (g)

            	
              the
                applicable Final Terms will specify any relevant changes to the provisions
                relating to interest, including without limitation, any change to
                the
                applicable Day Count Fraction and Business Day
                Convention.

            


    

     

    (2)           Exchange

     

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

     

    (3)           Amendments
      and Modifications

     

    The
      applicable Final Terms in relation to any Notes may specify other terms and
      conditions which shall, to the extent so specified or to the extent inconsistent
      with the provisions herein, replace or modify the provisions for the purpose
      of
      such Notes.  In addition, the relevant Issuer and the Agent may make
      any changes, without the consent of, but with notification to (in accordance
      with Condition 16 and this Clause 30), any Noteholder, Receiptholder or
      Couponholder, to this Agreement necessary to implement the provisions of
      Condition 18 and this Clause 30.

     

    Notwithstanding
      anything to the contrary contained in this Clause 30, if the relevant Issuer
      determines, after consultation with the Agent, that the then market practice
      in
      respect of the redenomination into euro of internationally offered securities
      or
      euro-denominated internationally offered securities is different from that
      specified in this Clause 30, the relevant Issuer may (but shall not be required
      to) amend the provisions of this Clause 30 and any provision of the Conditions,
      as applicable, so as to comply with such market practice, and the relevant
      Issuer shall promptly notify Noteholders, the stock exchange (if any) on which
      the Notes may be listed, the Paying Agents and the Agent of such deemed
      amendments.  Such changes will not take effect until after they have
      been notified to Noteholders in accordance with Condition 16 and this Clause
      30.

     

    31.           DEED
      POLL

     

    
      	
               

            	
              (1)

            	
              If
                any Global Note becomes void in accordance with its terms, each Issuer
                covenants with each Relevant Account Holder (other than any Relevant
                Account Holder which is an account holder of any other Relevant Clearing
                System) that each Relevant Account Holder shall automatically acquire
                at
                the Relevant Time, without the need for any further action on behalf
                of
                any person, against the relevant Issuer all those rights which the
                Relevant Account Holder would have had if at the Relevant Time it
                held and
                beneficially owned executed and authenticated Definitive Bearer Notes
                in
                respect of each Underlying Note (as defined in the definition of
“Global
                Note”) represented by the Global Note which the Relevant Account Holder
                has credited to its securities account with the Relevant Clearing
                System
                at the Relevant Time.  Each Issuer’s obligation under this
                Clause 31 shall be a separate and independent obligation by reference
                to
                each Underlying Note which a Relevant Account Holder has credited
                to its
                securities account with the Relevant Clearing System and each Issuer
                agrees that a Relevant Account Holder may assign its rights under
                this
                Clause 31 in whole or in part.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                records of the Relevant Clearing System shall be conclusive evidence
                of
                the identity of the Relevant Account Holders and the number of Underlying
                Notes credited to the securities account of each Relevant Account
                Holder.
                For these purposes a statement issued by the Relevant Clearing System
                stating:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                name of the Relevant Account Holder to which the statement is issued;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              the
                aggregate nominal amount of Underlying Notes credited to the securities
                account of the Relevant Account Holder as at the opening of business
                on
                the first day following the Relevant Time on which the Relevant Clearing
                System is open for business,

            


    

     

    shall
      be
      conclusive evidence of the records of the Relevant Clearing System at the
      Relevant Time.

     

    
      	
               

            	
              (3)

            	
              In
                the event of a dispute, the determination of the Relevant Time by
                the
                Relevant Clearing System shall (in the absence of manifest error)
                be final
                and conclusive for all purposes in connection with the Relevant Account
                Holders with securities accounts with the Relevant Clearing
                System.

            


    

     

    
      	
               

            	
              (4)

            	
              Each
                Issuer undertakes in favour of each Relevant Account Holder that,
                in
                relation to any payment to be made by it under this Clause 31, it
                will
                comply with the provisions of Condition 7 to the extent that they
                apply to
                any payments in respect of Underlying Notes as if those provisions
                had
                been set out in full in this Clause
                31.

            


    

     

    
      	
               

            	
              (5)

            	
              Each
                Issuer will pay any stamp and other duties and taxes, including interest
                and penalties, payable on or in connection with the execution of
                this
                Agreement and any action taken by any Relevant Account Holder to
                enforce
                the provisions of this Clause 31.

            


    

     

    
      	
               

            	
              (6)

            	
              This
                Clause 31 shall take effect as a Deed Poll for the benefit of the
                Relevant
                Account Holders from time to time.  This Agreement shall be
                deposited with and held by the common depositary for Euroclear and
                Clearstream, Luxembourg (being at that date of this Agreement the
                Agent)
                until all the obligations of each Issuer under this Clause 31 have
                been
                discharged in full.

            


    

     

    
      	
               

            	
              (7)

            	
              Each
                Issuer acknowledges the right of every Relevant Account Holder to
                the
                production of, and the right of every Relevant Account Holder to
                obtain
                (upon payment of a reasonable charge) a copy of, this Agreement,
                and
                further acknowledges and covenants that the obligations binding upon
                it
                contained in this Clause 31 are owed to, and shall be for the account
                of,
                each and every Relevant Account Holder, and that each Relevant Account
                Holder shall be entitled severally to enforce those obligations against
                the relevant Issuer.

            


    

     

    32.           DESCRIPTIVE
      HEADINGS

     

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

     

    33.           CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

     

    Save
      for
      Clause 31, this Agreement confers no right by virtue of the Contract (Rights
      of
      Third Parties) Act 1999 to enforce any term of this Agreement, but this does
      not
      affect any right or remedy of a third party which exists or is available apart
      from that Act.

     

    34.           GOVERNING
      LAW

     

    
      	
               

            	
              (1)

            	
              This
                Agreement is governed by, and shall be construed in accordance with,
                the
                laws of England.

            


    

     

    
      	
               

            	
              (2)

            	
              Each
                Issuer hereby irrevocably agrees for the exclusive benefit of the
                Agent,
                the Paying Agents and the Relevant Account Holders that the courts
                of
                England are to have jurisdiction to settle any disputes which may
                arise
                out of or in connection with this Agreement and that accordingly
                any suit,
                action or proceedings (together referred to as
                Proceedings) arising out of or in connection with this
                Agreement may be brought in such courts.  Each Issuer hereby
                irrevocably waives any objection which it may have to the laying
                of the
                venue of any Proceedings in any such courts and any claim that any
                such
                Proceedings have been brought in an inconvenient forum and hereby
                further
                irrevocably agrees that a judgment in any Proceedings brought in
                the
                English courts shall be conclusive and binding upon each Issuer and
                may be
                enforced in the courts of any other jurisdiction.  Nothing
                contained herein shall limit any right to take Proceedings against
                any
                Issuer in any other court of competent jurisdiction, nor shall the
                taking
                of Proceedings in one or more jurisdictions preclude the taking of
                Proceedings in any other jurisdiction, whether concurrently or
                not.  Each Issuer hereby appoints Toyota Financial Services (UK)
                PLC of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ as its agent
                for
                service of process and agrees that, in the event of Toyota Financial
                Services (UK) PLC ceasing so to act or ceasing to be registered in
                England, it will appoint another person as its agent for service
                of
                process in England in respect of any
                Proceedings.

            


    

     

    
      	
               

            	
              (3)

            	
              If
                TMF is represented by an attorney or attorneys in connection with
                the
                signing and/or execution and/or delivery of this Agreement or any
                agreement, deed or document referred to herein or made pursuant hereto
                and
                the relevant power or powers of attorney is or are expressed to be
                governed by the laws of The Netherlands, it is hereby expressly
                acknowledged and accepted by the other parties hereto that such laws
                shall
                govern the existence and extent of such attorney's or attorneys'
                authority
                and the effects of the exercise
                thereof.

            


    

     

    35.           COUNTERPARTS

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of
      the date first above written.

     

    The
      Issuers

     

    SIGNED,
      SEALED AND
      DELIVERED                                                                                     )

    by  RICHARD
      NELSON                                                                           )

    being
      duly authorised attorney
      of                                                                           )

    TOYOTA
      MOTOR
      FINANCE                                                                           )           /s/
      Richard Nelson

    (NETHERLANDS)
      B.V. with
      the                                                                                     )

    intention
      that this instrument takes
      effect                                                                                     )

    as
      TMF’s
      deed in the presence
      of:                                                                           )

     

    /s/
      Richard Garry

    RICHARD
      GARRY

    GREAT
      BURGH

    BURGH
      HEATH

    EPSOM,
      SURREY

     

    TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.

    Atrium,
      Strawinskylaan 3105

    1077
      ZX
      Amsterdam

    The
      Netherlands

    Telephone:                                31
      20 406 4444

    Telefax:                      31
      20 406 4555

    Attention:                      Asako
      Sudo

     

    SIGNED,
      SEALED AND
      DELIVERED                                                                                     )

    by  RICHARD
      NELSON                                                                           )

    being
      duly authorised attorney
      of                                                                           )

    TOYOTA
      CREDIT CANADA
      INC.                                                                                     )           /s/
      Richard Nelson

    with
      the
      intention that this instrument
      takes                                                                                     )

    effect
      as
      TCCI’s deed in the presence
      of:                                                                                     )

     

    /s/
      Richard Garry

    RICHARD
      GARRY

    GREAT
      BURGH

    BURGH
      HEATH

    EPSOM,
      SURREY

     

    TOYOTA
      CREDIT CANADA INC.

    80
      Micro
      Court, Suite 200

    Markham

    Ontario
      L3R 9Z5

    Canada

    Telephone:                                905
      513 8200

    Telefax:                      905
      513 8335

    Attention:                      Executive
      Vice-President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNED,
      SEALED AND
      DELIVERED                                                                                     )

    by   RICHARD
      NELSON                                                                           )

    being
      duly authorised attorney
      of                                                                           )

    TOYOTA
      FINANCE
      AUSTRALIA                                                                                     )           /s/
      Richard Nelson

    LIMITED
      with the intention that
      this                                                                                     )

    instrument
      takes effect as TFA’s
      deed                                                                                     )

    in
      the
      presence
      of:                                                                           )

     

    /s/
      Richard Garry

     

    RICHARD
      GARRY

    GREAT
      BURGH

    BURGH
      HEATH

    EPSOM,
      SURREY

     

    TOYOTA
      FINANCE AUSTRALIA LIMITED

    Level
      9,
      207 Pacific Highway

    St
      Leonards NSW 2065

    Australia

    Telephone:                                61
      2 9430 0000

    Telefax:                      61
      2 9430 0913

    Attention:                      Treasurer

     

     

    SIGNED,
      SEALED AND
      DELIVERED                                                                                     )

     

    by                                                                )

    being
      duly authorised attorney
      of                                                                           )

    TOYOTA
      MOTOR
      CREDIT                                                                                     )           /s/
      Chris Ballinger

    CORPORATION
      with the intention
      that                                                                                     )           Chris
      Ballinger

    this
      instrument takes effect as
      TMCC’s                                                                                     )           Group
      V.P., Treasury

    deed
      in
      the presence
      of:                                                                                     )

     

    TOYOTA
      MOTOR CREDIT CORPORATION

    19001
      South Western Avenue, EF12

    Torrance

    California
      90501

    USA

    Telephone:                                (310)
      468-4001

    Telefax:                      (310)
      468-6194

    Attention:                      Group
      Vice President, Treasury

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Agent

     

    THE
      BANK OF NEW YORK

    One
      Canada Square

    Canary
      Wharf

    London
      E14 5AL

    Telephone:                                +44
      (0) 207 964 6705

    Telefax:                      +44
      (0) 207 964 2536

    Attention:                      Corporate
      Trust Administration

     

    By:           /s/
      Peter Malcolm

    Peter
      Malcolm

    Assistant
      Vice President

    


    The
      Other Paying Agent

     

    THE
      BANK OF NEW YORK (LUXEMBOURG) S.A.

    Aerogolf
      Center

    1A,
      Hoehenhof

    L-1736
      Senningerberg

    Luxembourg

    Telephone:                                (352)
      34 20 905630

    Telefax:                      (352)
      34 20 90 6035

    Attention:                      Corporate
      Trust Department

     

    By:           /s/
      Peter Malcolm

    Peter
      Malcolm

    Assistant
      Vice
      President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX A


    TERMS
      AND CONDITIONS OF THE NOTES

     

    This
      Note
      is one of a Series (as defined below) of Notes issued subject to, and with
      the
      benefit of, the Agency Agreement dated 28th September, 2007
      (the  “Agency Agreement”), and made between Toyota Motor
      Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
      Limited and Toyota Motor Credit Corporation as Issuers and The Bank of New
      York,
      as the issuing agent and (unless specified otherwise in the applicable Final
      Terms) principal paying agent and (unless specified otherwise in the applicable
      Final Terms) as calculation agent (the “Agent”, which expression shall
      include any successor agent or other Calculation Agent specified in the
      applicable Final Terms) and the other paying agents named therein (together
      with
      the Agent, the “Paying Agents”, which expression shall include any
      additional or successor paying agents).  Notes in registered form
      issued by Toyota Credit Canada Inc. (“Registered Notes”) are also
      issued subject to, and with the benefit of, a Note Agency Agreement dated
      28th September, 2007 (the “Note Agency Agreement”) and made
      between Toyota Credit Canada Inc. as Issuer, Royal Bank of Canada as the
      registrar (the “Registrar”, which expression shall include any
      successor registrar) and Royal Bank of Canada, London branch as paying agent
      (the “Canadian Paying Agent”, which expression shall include any
      additional or successor paying agent appointed for Registered
      Notes).

     

    References
      in these Terms and
      Conditions to the “Notes” shall be references to the Notes of this
      Series and shall mean (i) in relation to any Notes represented by a global
      Note,
      units of the lowest Specified Denomination in the Specified Currency of the
      relevant Notes, (ii) definitive Notes issued in exchange (or part exchange)
      for
      a temporary or permanent global Note or global registered Note and (iii) any
      global Note.

     

    Interest
      bearing definitive Notes in
      bearer form will (unless otherwise indicated in the applicable Final Terms)
      have
      interest coupons (“Coupons”) and, if indicated in the applicable Final
      Terms, talons for further Coupons (“Talons”) attached on issue. Any
      reference herein to Coupons or coupons shall, unless the context otherwise
      requires, be deemed to include a reference to Talons. Definitive Notes repayable
      in instalments have receipts (“Receipts”) for the payment of the
      instalments of principal (other than the final instalment) attached on
      issue.

     

    The
      Notes, the Receipts and the Coupons
      have the benefit of certain Credit Support Agreements governed by Japanese
      law,
      one between Toyota Motor Corporation (the “Parent”) and Toyota
      Financial Services Corporation (“TFS”) dated 14th July, 2000 as
      supplemented by a Supplemental Credit Support Agreement dated 14th July, 2000
      and a Supplemental Credit Support Agreement No. 2 dated 2nd October, 2000
      (collectively, the “Basic Agreement”) and others between TFS and each
      of Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota
      Finance Australia Limited dated 7th August, 2000 and Toyota Motor Credit
      Corporation dated 1st October, 2000 (each a “Credit Support Agreement”
and together with the  Basic Agreement the “Credit Support
      Agreements”).  However, the Credit Support Agreements do not
      constitute a direct or indirect guarantee by the Parent or TFS of the
      Notes.

     

    The
      Final Terms applicable to the Notes
      is attached hereto or endorsed hereon and supplements these Terms and Conditions
      and may specify other terms and conditions which shall, to the extent so
      specified or to the extent inconsistent with these Terms and Conditions, replace
      or modify these Terms and Conditions for the purposes of the Notes. References
      herein to the “applicable Final Terms” shall mean the Final Terms
      attached hereto or endorsed hereon.

     

    As
      used herein, “Series” means
      each original issue of Notes together with any further issues expressed to
      form
      a single series with the original issue and the terms of which (save for the
      Issue Date, the amount and date of the first payment of interest thereon and/or
      the Issue Price (as indicated in the applicable Final Terms)) are identical
      (including the Maturity Date, Interest Basis, Redemption/Payment Basis and
      Interest Payment Dates (if any) and whether or not the Notes are admitted to
      trading) and expressions “Notes of the relevant Series” and related
      expressions shall be construed accordingly. As used herein, “Tranche”
means all Notes of the same Series with the same Issue Date and Interest
      Commencement Date (if applicable).

     

    Copies
      of the Agency Agreement (which
      contains the form of the Final Terms), the Offering Circular and Prospectus
      dated 28th September, 2007, the Credit Support Agreements and (if the Note
      is
      offered to the public in a Member State of the European Union, Iceland, Norway
      or Liechtenstein or admitted to trading on a regulated market within the meaning
      of the Prospectus Directive) the Final Terms applicable to the Note are
      available free of charge and available for inspection at the specified offices
      of the Agent and each of the other Paying Agents.  Copies of the Note
      Agency Agreement (if the Note is a Registered Note) are available free of charge
      and available for inspection by the holders of Registered Notes at the specified
      offices of the Registrar and the Canadian Paying Agent. The holders of the
      Notes
      (the “Noteholders”), which expression shall, in relation to any Notes
      represented by a global Note, be construed as provided in Condition 1, the
      holder of the Coupons (the “Couponholders”) and holders of Receipts
      (the “Receiptholders”) are deemed to have notice of the Agency
      Agreement and the applicable Final Terms, which are binding on
      them.  The holders of Registered Notes are deemed to have notice of
      the Note Agency Agreement, which is binding on them.

     

    Words
      and expressions defined in the
      Agency Agreement or (if the Note is a Registered Note) in the Note Agency
      Agreement or used in the applicable Final Terms shall have the same meanings
      where used in these Terms and Conditions unless the context otherwise requires
      or unless otherwise stated. In the event of inconsistency between the Agency
      Agreement, (if the Note is a Registered Note) the Note Agency Agreement or
      the
      applicable Final Terms, the applicable Final Terms will prevail.

     

    1.           Form,
      Denomination and Title

     

    The
      Notes may be issued in bearer form
      (“Bearer Notes”) or, in respect of Notes issued by Toyota Credit Canada
      Inc., in bearer or registered form as set out in the applicable Final Terms
      and,
      in the case of definitive Bearer Notes, serially numbered, in the Specified
      Currency (or Specified Currencies in the case of Dual Currency Notes) and the
      Specified Denomination(s), all as specified in the applicable Final
      Terms.

     

    Bearer
      Notes may not be exchanged for
      Registered Notes and vice versa.

     

    The
      Note may be a Note bearing interest
      on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a
      floating rate basis (“Floating Rate Note”), a Note issued on a
      non-interest bearing basis (“Zero Coupon Note”), a Note with respect to
      which interest is calculated by reference to an index, index basket and/or
      a
      formula (“Index Linked Interest Note”), a Note with respect to which
      interest is calculated by reference to certain parameters (“Range Accrual
      Note”) or any combination of the foregoing, depending upon the interest
      basis specified in the applicable Final Terms. The Note may be a Note with
      respect to which principal is calculated by reference to an index or index
      basket and/or a formula (“Index Linked Redemption Note”), a Note
      redeemable in instalments (“Instalment Note”), a Note with respect to
      which principal and/or interest is payable in one or more Specified Currencies
      other than the Specified Currency in which it is denominated (“Dual Currency
      Note”), a Note which is issued on a partly paid basis (“Partly Paid
      Note”) or a combination of any of the foregoing, depending upon the
      redemption or payment basis shown in the applicable Final Terms (and where
      appropriate in the context, “Index Linked Interest Notes” and
“Index Linked Redemption Notes” are referred to collectively as
“Index Linked Notes”).

     

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

     

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

     

    For
      so long as any of the Notes is
      represented by a global Note, each person who is for the time being shown in
      the
      records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream
      Banking, société anonyme (“Clearstream, Luxembourg”) as the holder of a
      particular nominal amount of such Notes other than a clearing agency (including
      Clearstream, Luxembourg and Euroclear) that is itself an account holder of
      Clearstream, Luxembourg or Euroclear (in which regard any certificate or other
      document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount
      of Notes standing to the account of any person shall be conclusive and binding
      for all purposes save in the case of manifest error or proven error) shall
      be
      treated by the Issuer, the Agent and any other Paying Agent or (in the case
      of
      Registered Notes) the Registrar and the Canadian Paying Agent as the holder
      of
      such nominal amount of such Notes for all purposes other than with respect
      to
      the payment of principal (including premium (if any)) or interest on the Notes,
      for which purpose the bearer of the relevant global Bearer Note or registered
      holder of the registered global Note shall be treated by the Issuer, the Agent
      and any other Paying Agent as the holder of such Notes in accordance with and
      subject to the terms of the relevant global Note (and the expressions
“Noteholder” and “holder of Notes” and related expressions
      shall be construed accordingly). Notes which are represented by a global Note
      will be transferable only in accordance with the rules and procedures for the
      time being of Euroclear or of Clearstream, Luxembourg, as the case may
      be.

     

    Title
      to Registered Notes issued by
      Toyota Credit Canada Inc. passes on due endorsement in the relevant register
      which Toyota Credit Canada Inc. shall procure to be kept by the Registrar.
      Subject as set out above, except as ordered by a court of competent jurisdiction
      or as required by law, the registered holder of any Registered Note shall be
      deemed to be and may be treated as the absolute owner of such Registered Note
      for all purposes, whether or not such Registered Note shall be overdue and
      notwithstanding any notice of ownership, theft or loss thereof or any writing
      thereon made by anyone and no person shall be liable for so treating such
      registered holder (and the expressions “Noteholder” and “holder of
      Notes” and related expressions shall be construed
      accordingly).

     

    Provisions
      relating to the transfer of
      Registered Notes are set out in the relevant Registered Note and the Note Agency
      Agreement.

     

    Any
      reference herein to Euroclear
      and/or Clearstream, Luxembourg shall, whenever the context so permits, except
      in
      relation to Notes in new global note (“NGN”) form, be deemed to include
      a reference to any additional or alternative clearing system approved by the
      Issuer, the Agent or (in the case of Registered Notes) the Registrar and the
      Canadian Paying Agent and, in the case of Notes admitted to the Official List
      and admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed
      Interest Market, the UK Listing Authority.

     

    If
      the Specified Currency of the Note
      is a currency of one of the Member States of the European Union which has not
      adopted the euro, and if specified in the applicable Final Terms, the Note
      shall
      permit redenomination and exchange (as referred to in Condition 18 below or
      in
      such other manner as set forth in the applicable Final Terms) at the option
      of
      the Issuer.

     

    2.           Status
      of the Notes and the Credit Support Agreements

     

    The
      Notes and any relevant Receipts and
      Coupons are direct, unconditional, unsubordinated and (subject to the provisions
      of Condition 3) unsecured obligations of the Issuer and rank pari passu
and rateably without any preference among themselves and (save for
      certain
      debts required to be preferred by law) equally with all other unsecured
      obligations (other than subordinated obligations, if any) of the Issuer from
      time to time outstanding. The Notes, the Receipts and the Coupons have the
      benefit of the Credit Support Agreements.

     

    3.           Negative
      Pledge

     

    The
      Notes will be subject to this
      Condition 3 only if this Condition 3 is specified to be applicable in the
      applicable Final Terms.  So long as any of the Notes remains
      outstanding (as defined in the Agency Agreement) the Issuer will not create
      or
      permit to be outstanding any mortgage, pledge, lien, security interest or other
      charge (each a “Security Interest”) (other than a Permitted Security
      Interest (as defined below)) for the benefit of the holders of any Relevant
      Indebtedness (as defined below) on the whole or any part of its property or
      assets, present or future, to secure any Relevant Indebtedness issued or
      expressly guaranteed by the Issuer or in respect of which the Issuer has given
      any indemnity without in any such case at the same time according to the Notes
      the same security as is granted or is outstanding in respect of such Relevant
      Indebtedness or such guarantee or indemnity or such other security as shall
      be
      approved by the written consent of holders of a majority in aggregate nominal
      amount of the Notes then outstanding affected thereby, or by resolution adopted
      by the holders of a majority in aggregate nominal amount of such Notes then
      outstanding present or represented at a meeting of the holders of the Notes
      affected thereby at which a quorum is present, as provided in the Agency
      Agreement; provided, however, that such covenant will not apply to Security
      Interests securing outstanding Relevant Indebtedness which does not in the
      aggregate at any one time exceed 20 per cent. of Consolidated Net Tangible
      Assets (as defined below) of the Issuer and its consolidated subsidiaries (if
      any). For
      the
      purposes of this Condition 3:

     

    “Consolidated
      Net Tangible
      Assets” means the aggregate amount of assets (less applicable reserves and
      other properly deductible items) after deducting therefrom all goodwill, trade
      names, trademarks, patents, unamortised debt discount and expense and other
      like
      intangibles of the Issuer and its consolidated subsidiaries (or, where the
      Issuer has no consolidated subsidiaries, of the Issuer), all as set forth on
      the
      most recent balance sheet of the Issuer and its consolidated subsidiaries (or,
      where the Issuer has no consolidated subsidiaries, the most recent balance
      sheet
      of the Issuer) prepared in accordance with generally accepted accounting
      principles as practised in the jurisdiction of the Issuer’s
      incorporation;

     

    “Relevant
      Indebtedness” shall mean any indebtedness in the form of or
      represented by bonds, notes, debentures or other securities which have a final
      maturity of more than a year from the date of their creation and which are
      admitted to trading on one or more stock exchanges; 

     

    “Permitted
      Security Interest”
shall mean:

     

    
      	
              (i)

            	
              any
                Security Interest arising by operation of law or any right of
                set-off;

            


    

     

    
      	
              (ii)

            	
              any
                Security Interest granted by the Parent in favour of a TMC subsidiary
                (as
                defined below) (while such beneficiary remains a TMC subsidiary)
                or by one
                TMC subsidiary in favour of another TMC subsidiary (while such beneficiary
                remains a TMC subsidiary);

            


    

     

    
      	
              (iii)

            	
              any
                Security Interest created in connection with, or pursuant to, a
                limited-recourse financing, securitisation or other like arrangement
                where
                the payment obligations in respect of the indebtedness secured by
                the
                relevant Security Interest are to be discharged from the revenues
                generated by assets over which such Security Interest is created
                (including, without limitation, receivables);
                and

            


    

     

    “TMC
      subsidiary” means any of
      the Parent’s subsidiaries consolidated in accordance with generally accepted
      accounting principles in the United States.

     

    4.           Interest

     

    
      	
              (a)

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

            


    

     

    Each
      Fixed Rate Note bears interest
      from (and including) the Interest Commencement Date which is specified in the
      applicable Final Terms (or the Issue Date, if no Interest Commencement Date
      is
      separately specified) to (but excluding) the Maturity Date specified in the
      applicable Final Terms at the rate(s) per annum equal to the Fixed Rate(s)
      of
      Interest so specified payable in arrear on the Interest Payment Date(s) in
      each
      year and on  the Maturity Date so specified if it does not fall on an
      Interest Payment Date.

     

    If
      the Notes are in definitive form,
      except as provided in the applicable Final Terms, or if the applicable Final
      Terms specify that a Fixed Coupon Amount or Broken Amount(s) shall apply in
      the
      case of Notes represented by a global Note, the amount of interest payable
      on
      each Interest Payment Date in respect of the Fixed Interest Period ending on
      (but excluding) such date will amount to the Fixed Coupon Amount as specified
      in
      the applicable Final Terms. Payments of interest on any Interest Payment Date
      will, if so specified in the applicable Final Terms, amount to the Broken
      Amount(s) so specified.

     

    As
      used in these Terms and Conditions,
“Fixed Interest Period” means the period from (and including) an
      Interest Payment Date (or the Interest Commencement Date) to (but excluding)
      the
      next (or first) Interest Payment Date or Maturity Date.

     

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

     

    Except
      in the case of (i) Notes in
      definitive form where a Fixed Coupon Amount or a Broken Amount is specified
      in
      the applicable Final Terms or (ii) Notes represented by a global Note where
      the
      applicable Final Terms specify that a Fixed Coupon Amount or Broken Amount(s)
      shall apply, interest shall be calculated in respect of any period (including
      any period ending other than on an Interest Payment Date (which for this purpose
      shall not include a period where a payment is made on a day other than an
      Interest Payment Date or the Maturity Date as a result of the application of
      a
      Business Day Convention as provided in the immediately preceding paragraph,
      unless specified otherwise in the applicable Final Terms)) by applying the
      Fixed
      Rate of Interest to:

     

    
      	
              (A)

            	
              in
                the case of Fixed Rate Notes which are represented by a global Note,
                the
                aggregate outstanding nominal amount of the Fixed Rate Notes represented
                by such global Note (or, if they are Partly Paid Notes, the aggregate
                of
                the amount paid up); or

            


    

     

    
      	
              (B)

            	
              in
                the case of Fixed Rate Notes in definitive form, the Calculation
                Amount,

            


    

     

    and,
      in
      each case, multiplying such sum by the applicable Fixed Day Count Fraction
      or
      other Day Count Fraction specified in the applicable Final Terms, and rounding
      the resultant figure to the nearest sub-unit of the relevant Specified Currency,
      half of any such sub-unit being rounded upwards or otherwise in accordance
      with
      applicable market convention.  Where the Specified Denomination of a
      Fixed Rate Note in definitive form comprises more than one Calculation Amount,
      the amount of interest payable in respect of such Fixed Rate Note shall be
      the
      aggregate of the amounts (determined in the manner provided above) for each
      Calculation Amount comprising the Specified Denomination without any further
      rounding.

     

    In
      these Terms and Conditions,
“Fixed Day Count Fraction” means (unless specified otherwise in the
      applicable Final Terms):

     

    (i)           if
      “Actual/Actual (ICMA)” is specified in the applicable Final
      Terms:

     

    
      	
               

            	
              (A)

            	
              in
                the case of Notes where the number of days in the relevant period
                from
                (and including) the most recent Interest Payment Date (or, if none,
                the
                Interest Commencement Date or Issue Date, as applicable) to (but
                excluding) the relevant payment date (the “Accrual Period”) is
                equal to or shorter than the Determination Period (as defined below)
                during which the Accrual Period ends, the number of days in such
                Accrual
                Period divided by the product of (1) the number of days in such
                Determination Period and (2) the number of Determination Dates (as
                specified in the applicable Final Terms) that would occur in one
                calendar
                year assuming interest was to be payable in respect of the whole
                of that
                year; or

            


    

     

    
      	
               

            	
              (B)

            	
              in
                the case of Notes where the Accrual Period is longer than the
                Determination Period during which the Accrual Period ends, the sum
                of:

            


    

     

    
      	
               

            	
              (1)

            	
              the
                number of days in such Accrual Period falling in the Determination
                Period
                in which the Accrual Period begins divided by the product of (x)
                the
                number of days in such Determination Period and (y) the number of
                Determination Dates (as specified in the applicable Final Terms)
                that
                would occur in one calendar year assuming interest was to be payable
                in
                respect of the whole of that year;
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                number of days in such Accrual Period falling in the next Determination
                Period divided by the product of (x) the number of days in such
                Determination Period and (y) the number of Determination Dates (as
                specified in the applicable Final Terms) that would occur in one
                calendar
                year assuming interest was to be payable in respect of the whole
                of that
                year; and

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
              if
                “Actual/360” is specified in the applicable Final Terms, the
                actual number of days in the relevant period from (and including)
                the most
                recent Interest Payment Date (or, if none, the Interest Commencement
                Date
                or Issue Date, as applicable) to (but excluding) the next scheduled
                Interest Payment Date divided by 360;
                and

            


    

     

    
      	
               

            	
              (v)

            	
              if
                “30E/360” or “Eurobond Basis” is specified in the
                applicable Final Terms, the number of days in the Accrual Period
                divided
                by 360 (the number of days to be calculated on the basis of a year
                of 360
                days with 12 30-day months, without regard to the date of the first
                day or
                last day of the Accrual Period unless, in the case of an Accrual
                Period
                ending on the Maturity Date, the Maturity Date is the last day of
                the
                month of February, in which case the month of February shall not
                be
                considered to be lengthened to a 30-day
                month).

            


    

     

    In
      these
      Terms and Conditions:

     

    “Determination
      Period” means
      the period from (and including) a Determination Date (as specified in the
      applicable Final Terms) to (but excluding) the next Determination Date
      (including, where either the Interest Commencement Date or the final Interest
      Payment Date is not a Determination Date, the period commencing on the first
      Determination Date prior to, and ending on the first Determination Date falling
      after, such date); and

     

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

     

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

     

    (i)             Interest
      Payment Dates

     

    Each
      Floating Rate Note and Index
      Linked Interest Note bears interest from (and including) the Interest
      Commencement Date specified in the applicable Final Terms (or the Issue Date,
      if
      no Interest Commencement Date is separately specified) and, unless specified
      otherwise in the applicable Final Terms, such interest will be payable in arrear
      on the Maturity Date and on either: (1) the Specified Interest Payment Date(s)
      (each, together with the Maturity Date, an “Interest Payment Date”) in
      each year specified in the applicable Final Terms; or (2) if no Specified
      Interest Payment Date(s) is/are specified in the applicable Final Terms, each
      date (each such date, together with the Maturity Date, an “Interest Payment
      Date”) which falls the number of months or other period specified as the
      Specified Period in the applicable Final Terms after the preceding Interest
      Payment Date or, in the case of the first Interest Payment Date, after the
      Interest Commencement Date or Issue Date, as applicable. Such interest will
      be
      payable in respect of each Interest Period.  As used in these Terms
      and Conditions, “Interest Period” means the period from (and including)
      an Interest Payment Date (or the Interest Commencement Date or Issue Date,
      as
      applicable) to (but excluding) the next (or first) Interest Payment
      Date).

     

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

     

    
      	
               

            	
              (A)

            	
              in
                any case where Specified Periods are specified in accordance with
                Condition 4(b)(i)(2) above, the Floating Rate Convention, such Interest
                Payment Date (i) in the case of (x) above, shall be the last day
                that is a
                Business Day in the relevant month and the provisions of (2) below
                in this
                sub-paragraph (A) shall apply mutatis mutandis or (ii) in the
                case of (y) above, shall be postponed to the next day which is a
                Business
                Day unless it would thereby fall into the next calendar month, in
                which
                event (1) such Interest Payment Date shall be brought forward to
                the
                immediately preceding Business Day and (2) each subsequent Interest
                Payment Date shall be the last Business Day in the month which falls
                in
                the Specified Period after the preceding applicable Interest Payment
                Date
                occurred; or

            


    

     

    
      	
               

            	
              (B)

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

            


    

     

    
      	
               

            	
              (C)

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

            


    

     

    
      	
               

            	
              (D)

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

            


    

     

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

     

    In
      these Terms and Conditions,
“Business Day” means (unless otherwise stated in the applicable Final
      Terms) a day which is both:

     

    
      	
               

            	
              (1)

            	
              a
                day on which commercial banks and foreign exchange markets settle
                payments
                and are open for general business (including dealing in foreign exchange
                and foreign currency deposits) in London and any other Applicable
                Business
                Centre specified in the applicable Final Terms;
                and

            


    

     

    
      	
               

            	
              (2)

            	
              either
                (1) in relation to any sum payable in a Specified Currency other
                than
                euro, a day on which commercial banks and foreign exchange markets
                settle
                payments and are open for general business (including dealings in
                foreign
                exchange and foreign currency deposits) in the principal financial
                centre
                of the country of the relevant Specified Currency (if other than
                London
                and any other Applicable Business Centre specified in the applicable
                Final
                Terms), or (2) in relation to any sum payable in euro, a day on which
                the
                TARGET System is open. Unless otherwise provided in the applicable
                Final
                Terms, the principal financial centre of any country for the purpose
                of
                these Terms and Conditions shall be as provided in the 2000 ISDA
                Definitions (as published by the International Swaps and Derivatives
                Association, Inc.) as supplemented,  amended  and
                updated as of the first Issue Date of the Notes of the relevant Series
                (the “ISDA Definitions”) (except if the Specified Currency is
                Australian dollars or New Zealand dollars the principal financial
                centre
                shall be Sydney or Auckland, respectively). In these Terms and Conditions,
                “TARGET System” means the Trans-European Automated Real-Time
                Gross Settlement Express Transfer (TARGET)
                System.

            


    

     

    (ii)           Rate
      of Interest

     

    The
      Rate of Interest payable from time
      to time in respect of the Floating Rate Notes and Index Linked Interest Notes
      will be determined in the manner specified in the applicable Final
      Terms.

     

    (iii)           ISDA
      Determination

     

    (A)           Unless
      specified otherwise in the applicable Final Terms, where ISDA Determination
      is
      specified in the applicable Final Terms as the manner in which the Rate of
      Interest is to be determined, the Rate of Interest for each Interest Period
      will
      be the relevant ISDA Rate plus or minus (as indicated in the applicable Final
      Terms) the Margin (if any) as determined by the Agent (or such other Calculation
      Agent specified in the applicable Final Terms). For the purposes of this
      sub-paragraph (iii) unless specified otherwise in the applicable Final Terms,
      “ISDA Rate plus or minus (as indicated in the applicable Final Terms) the
      Margin (if any)” for an Interest Period means a rate equal to the Floating
      Rate that would be determined under an interest rate swap transaction under
      the
      terms of an agreement (regardless of any event of default or termination event
      thereunder) incorporating the ISDA Definitions with the holder of the relevant
      Note and under which:

     

    
      	
               

            	
              (1)

            	
              the
                manner in which the Rate of Interest is to be determined is the
                “Floating Rate Option” as specified in the applicable Final
                Terms;

            


    

     

    
      	
               

            	
              (2)

            	
              the
                Issuer is the “Floating Rate
                Payer”;

            


    

     

    
      	
               

            	
              (3)

            	
              the
                Agent or other person specified in the applicable Final Terms is
                the
                “Calculation Agent”;

            


    

     

    
      	
               

            	
              (4)

            	
              the
                Interest Commencement Date is the “Effective
                Date”;

            


    

     

    
      	
               

            	
              (5)

            	
              the
                Aggregate Nominal Amount of Notes is the “Notional
                Amount”;

            


    

     

    
      	
               

            	
              (6)

            	
              the
                relevant Interest Period is the “Designated Maturity” as
                specified in the applicable Final
                Terms;

            


    

     

    
      	
               

            	
              (7)

            	
              the
                Interest Payment Dates are the “Floating Rate Payer Payment
                Dates”;

            


    

     

    
      	
               

            	
              (8)

            	
              the
                Margin is the “Spread”;

            


    

     

    
      	
               

            	
              (9)

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

            


    

     

    
      	
               

            	
              (10)

            	
              all
                other terms are as specified in the applicable Final
                Terms.

            


    

     

    (B)           When
      Condition 4(b)(iii)(A) applies, unless specified otherwise in the applicable
      Final Terms with respect to each relevant Interest Payment Date:

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

            	
              (i) “Floating
                Rate”, “Floating Rate Option”, “Floating Rate
                Payer”, “Effective Date”, “Notional Amount”,
                “Floating Rate Payer Payment Dates”, “Spread”,
                “Calculation Agent”, “Designated Maturity” and
                “Reset Date” have the meanings given to those terms in the ISDA
                Definitions; and (ii) “Euro-zone” means the region comprised of
                Member States of the European Union that adopt the single currency
                in
                accordance with the Treaty establishing the European Community, as
                amended
                (the “Treaty”).

            


    

     

    (iv)              Screen
      Rate Determination

     

    Unless
      specified otherwise in the
      applicable Final Terms, where Screen Rate Determination is specified in the
      applicable Final Terms as the manner in which the Rate of Interest is to be
      determined, the Rate of Interest for each Interest Period will, subject as
      provided below, be either:

     

    
      	
               

            	
              (x)

            	
              the
                offered quotation; or

            


    

     

    
      	
               

            	
              (y)

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

            


    

     

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

     

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

     

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

     

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

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

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

     

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

     

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

     

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

     

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

     

    (v)           Minimum
      and/or Maximum Rate of Interest

     

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

     

    (vi)           Determination
      of Rate of Interest and Calculation of Interest Amounts

     

    The
      Agent (or, if the Agent is not the
      Calculation Agent, the Calculation Agent specified in the applicable Final
      Terms) will, on or as soon as practicable after each time at which the Rate
      of
      Interest is to be determined, determine the Rate of Interest (subject to any
      Minimum or Maximum Rate of Interest/Interest Amount specified in the applicable
      Final Terms) and calculate the amount of interest (the “Interest
      Amount”) payable on the Floating Rate Notes or Index Linked Interest Notes,
      in each case, for the relevant Interest Period, by applying the Rate of Interest
      to:

     

    
      	
               

            	
              (A)

            	
              subject
                to paragraph (C) below, in the case of Floating Rate Notes or Index
                Linked
                Interest Notes which are represented by a global Note, the aggregate
                outstanding nominal amount of the Notes represented by such global
                Note
                (or, if they are Partly Paid Notes, the aggregate amount paid
                up);

            


    

     

    
      	
               

            	
              (B)

            	
              in
                the case of Floating Rate Notes or Index Linked Interest Notes in
                definitive form, the Calculation Amount;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              in
                the case of Floating Rate Notes or Index Linked Interest Notes which
                are
                represented by a global Note and the applicable Final Terms indicates
                that
                the Rate of Interest  shall be applied to the Calculation
                Amount, the Calculation Amount,

            


    

     

    and,
      in
      each case, multiplying such sum by the applicable Day Count Fraction, as
      specified in the applicable Final Terms, and rounding the resultant figure
      to
      the nearest sub-unit of the relevant Specified Currency, half of any such
      sub-unit being rounded upwards or otherwise in accordance with applicable market
      convention or as specified in the applicable Final Terms.  Where the
      Specified Denomination of a Floating Rate Note or an Index Linked Interest
      Note
      in the case of paragraph (B) or (C) above comprises more than one Calculation
      Amount, the Interest Amount payable in respect of such Floating Rate Note or
      Index Linked Interest Note shall be the aggregate of the amounts (determined
      in
      the manner provided above) for each Calculation Amount comprising the Specified
      Denomination without further rounding.

     

    “Day
      Count Fraction” means,
      unless specified otherwise in the applicable Final Terms, in respect of the
      calculation of an amount of interest for any Interest Period:

     

    
      	
               

            	
              (A)

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

            


    

     

    
      	
               

            	
              (B)

            	
              if
                “Actual/365 (Fixed)” is specified in the applicable Final Terms,
                the actual number of days in the Interest Period divided by
                365;

            


    

     

    
      	
               

            	
              (C)

            	
              if
                “Actual/365 Sterling” or “Sterling/FRN” is specified in
                the applicable Final Terms, the actual number of days in the Interest
                Period divided by 365, in the case of an Interest Payment Date falling
                in
                a leap year, 366;

            


    

     

    
      	
               

            	
              (D)

            	
              if
                “Actual/360” is specified in the applicable Final Terms, the
                actual number of days in the Interest Period divided by
                360;

            


    

     

    
      	
               

            	
              (E)

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

            


    

     

    
      	
               

            	
              (F)

            	
              if
                “30E/360” or “Eurobond Basis” is specified in the
                applicable Final Terms, the number of days in the Interest Period
                divided
                by 360 (the number of days to be calculated on the basis of a year
                of 360
                days with 12 30-day months, without regard to the date of the first
                day or
                last day of the Interest Period unless, in the case of an Interest
                Period
                ending on the Maturity Date, the Maturity Date is the last day of
                the
                month of February, in which case the month of February shall not
                be
                considered to be lengthened to a 30-day
                month).

            


    

     

    (vii)           Notification
      of Rate of Interest and Interest Amount

     

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

     

    (viii)           Certificates
      to be Final

     

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

     

    (ix)           Indexed
      Linked Interest Notes

     

    In
      the case of Index Linked Notes where
      the rate of interest is to be determined by reference to the Index and or the
      Formula, the rate of interest shall be determined in accordance with the Index
      and/or the Formula and in the manner specified in the applicable Final Terms.
      The date on which the interest rate is to be determined (the “Interest
      Determination Date”) shall be as set forth in the applicable Final
      Terms.

     

    (c)           Index
      Linked Notes and Dual Currency Notes

     

    In
      the case of Index Linked Notes or
      Dual Currency Notes, if the Rate of Interest or Interest Amount cannot be
      determined by reference to an index and/or a formula or, as the case may be,
      an
      exchange rate, such Rate of Interest or Interest Amount payable shall be
      determined in the manner specified in the applicable Final Terms. The date
      on
      which the valuation of the Index is to be determined or the date on which any
      Formula or other variable or Rate of Exchange is to be determined under any
      Index Linked Notes or Dual Currency Notes (the “Determination Date”)
      shall be as set forth in the applicable Final Terms. If the applicable Final
      Terms specify a Minimum Final Redemption Amount then in no event shall the
      Final
      Redemption Amount be less than such Minimum Final Redemption Amount. If the
      applicable Final Terms specify a Maximum Final Redemption Amount then in no
      event shall the Final Redemption Amount exceed such Maximum Final Redemption
      Amount.

     

    
      	
              (d)

            	
              Zero
                Coupon Notes

            


    

     

    When
      a Zero Coupon Note becomes due and
      repayable prior to the Maturity Date and is not paid when due, the amount due
      and repayable shall be the Amortised Face Amount of such Note as determined
      in
      accordance with Condition 6(f)(iii). As from the Maturity Date, any overdue
      principal of such Note shall bear interest at a rate per annum equal to the
      Accrual Yield set forth in the applicable Final Terms.

     

    (e)           Partly
      Paid Notes

     

    The
      Issuer may issue Notes where the
      issue price is payable in more than one instalment and which therefore remain
      partly paid (“Partly Paid Notes”). In the case of Partly Paid Notes
      (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue
      as aforesaid on the paid up nominal amount of such Notes and otherwise as
      specified in the applicable Final Terms.

     

    (f)           Accrual
      of Interest

     

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

     

    5.           Payments

     

    (a)           Method
      of Payment

     

    Subject
      as provided below:

     

    
      	
               

            	
              (i)

            	
              payments
                in a Specified Currency other than euro will be made by credit or
                transfer
                to an account in the relevant Specified Currency (which, in the case
                of a
                payment in Japanese Yen to a non-resident of Japan, shall be a
                non-resident account) maintained by the payee with, or at the option
                of
                the payee by a cheque in such Specified Currency drawn on, a bank
                (which,
                in the case of a payment in Japanese Yen to a non-resident of Japan,
                shall
                be an authorised foreign exchange bank) in the principal financial
                centre
                of the country of such Specified Currency (which, if the Specified
                Currency is Australian dollars or New Zealand dollars shall be Sydney
                or
                Auckland, respectively), unless specified otherwise in the applicable
                Final Terms; and

            


    

     

    
      	
               

            	
              (ii)

            	
              payments
                in euro will be made by credit or transfer to a euro account (or
                any other
                account to which euro may be credited or transferred) specified by
                the
                payee or, at the option of the payee, by a euro
                cheque.

            


    

     

    Notwithstanding
      the above provisions of
      this Condition 5(a), a cheque may not be delivered to an address in, and an
      amount may not be transferred to an account at a bank located in, the United
      States of America or its possessions by any office or agency of the Issuer,
      the
      Agent or any Paying Agent or (in the case of Registered Notes) the Registrar
      or
      Canadian Paying Agent except as provided in Condition 5(d). Payments will be
      subject in all cases to any fiscal or other laws and regulations applicable
      thereto in the place of payment, but (unless otherwise specified in the
      applicable Final Terms) without prejudice to the provisions of Condition
      7.

     

    (b)           Presentation
      of Notes, Receipts and Coupons – Bearer Notes

     

    This
      Condition 5(b) applies to Bearer Notes.

     

    Payments
      of principal in respect of
      definitive Notes will (subject as provided below) be made in the Specified
      Currency in the manner provided in paragraph (a) above against presentation
      and
      surrender (or, in the case of part payment of a sum due only, endorsement)
      of
      definitive Notes and payments of interest in respect of the definitive Notes
      will (subject as provided below) be made in the Specified Currency in the manner
      provided in paragraph (a) against presentation and surrender (or, in the case
      of
      part payment of a sum due only, endorsement) of Coupons, in each case at the
      specified office of any Paying Agent outside the United States which expression,
      used herein, means the United States of America (including the States and the
      District of Columbia, its territories, its possessions and other areas subject
      to its jurisdiction).

     

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

     

    Upon
      the date on which any Fixed Rate
      Notes in definitive form (other than Dual Currency Interest Notes or Index
      Linked Interest Notes) become due and repayable, such Notes should be presented
      for payment together with all unmatured Coupons appertaining thereto (which
      expression shall for this purpose include Coupons falling to be issued on
      exchange of matured Talons), failing which the amount of any missing unmatured
      Coupon (or, in the case of payment not being made in full, the same proportion
      of the aggregate amount of such missing unmatured Coupon as the sum so paid
      bears to the sum due) will be deducted from the sum due for payment. Unless
      otherwise specified in the applicable Final Terms, each amount of principal
      so
      deducted will be paid in the manner mentioned above against surrender of the
      relative missing Coupon at any time before the expiry of five years after the
      Relevant Date (as defined in Condition 7) in respect of such principal (whether
      or not such Coupon would otherwise have become void under Condition 8) or,
      if
      later, five years from the date on which such Coupon would otherwise have become
      due. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity
      Date, all unmatured Talons (if any) appertaining thereto will become void and
      no
      further Coupons will be issued in respect thereof.

     

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

     

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

     

    Payments
      of principal and interest (if
      any) in respect of Notes represented by any global Note will (subject as
      provided below) be made in the manner specified above in relation to definitive
      Notes and otherwise in the manner specified in the relevant global Note (against
      presentation or surrender, as the case may be, of such global Note if the global
      Note is not issued in NGN form) at the specified office of any Paying Agent
      located outside the United States except as provided below. A record of each
      payment made against presentation or surrender of such global Note,
      distinguishing between any payment of principal and any payment of interest,
      will be made on such global Note by the Agent and such record shall be prima
      facie evidence that the payment in question has been made.

     

    (c)           Presentation
      and Surrender of Notes – Registered Notes

     

    Provisions
      in relation to payments of
      principal and interest in respect of Registered Notes will be set out in the
      relevant registered global Note or definitive Registered Note and as otherwise
      set out in these Terms and Conditions.

     

    (d)           Global
      Notes

     

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

     

    Interest
      on the Notes is payable only
      outside the United States and its possessions, within the meaning of United
      States Treasury regulation section 1.163-5(c)(1)(ii)(A).  No interest
      on the Notes shall be paid into an account maintained by the payee in the United
      States or mailed to an address in the United States unless the payee is
      described in United States Treasury regulation sections 1.163-5(c)(2)(v)(B)(1)
      or (2).

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    (e)           Payment
      Day

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (A)

            	
              the
                relevant place of presentation;

            


    

     

    
      	
               

            	
              (B)

            	
              London;
                and

            


    

     

    
      	
               

            	
              (C)

            	
              any
                other Applicable Business Centre specified in the applicable Final
                Terms;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              either
                (1) in relation to any sum payable in a Specified Currency other
                than
                euro, a day on which commercial banks and foreign exchange markets
                settle
                payments and are open for general business (including dealing in
                foreign
                exchange and foreign currency deposits) in the principal financial
                centre
                of the country of the relevant Specified Currency (if other than
                the place
                of presentation, London and any Applicable Business Centre and which
                if
                the Specified Currency is Australian dollars or New Zealand dollars
                shall
                be Sydney or Auckland, respectively) or (2) in relation to any sum
                payable
                in euro, a day on which the TARGET System is
                open.

            


    

     

    (f)           Conversion
      into euro

     

    Unless
      specified otherwise in the
      applicable Final Terms, if the Issuer is due to make a payment in a currency
      (the “original currency”) other than euro in respect of any Note,
      Coupon or Receipt and the original currency is not available on the foreign
      exchange markets due to the imposition of exchange controls, the original
      currency’s replacement or disuse or other circumstances beyond the Issuer’s
      control, the Issuer will be entitled to satisfy its obligations in respect
      of
      such payment by making payment in euro on the basis of the spot exchange rate
      (the “Euro FX Rate”) at which the original currency is offered in
      exchange for euro in the London foreign exchange market (or, at the option
      of
      the Issuer or its designated Calculation Agent, in the foreign exchange market
      of any other financial centre which is then open for business) at noon, London
      time, two Business Days prior to the date on which payment is due or, if the
      Euro FX Rate is not available on that date, on the basis of a substitute
      exchange rate determined by the Issuer or by its designated Calculation Agent
      acting in its absolute discretion from such source(s) and at such time as it
      may
      select.  For the avoidance of doubt, the Euro FX Rate or substitute
      exchange rate as aforesaid may be such that the resulting euro amount is zero
      and in such event no amount of euro or the original currency will be payable.
      Any payment made in euro or non-payment in accordance with this paragraph will
      not constitute an Event of Default under Condition 9.

     

    (g)           Interpretation
      of Principal and Interest

     

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

     

    
      	
               

            	
              (i)

            	
              any
                additional amounts which may be payable with respect to principal
                under
                Condition 7 or pursuant to any undertakings given in addition thereto
                or
                in substitution therefor under Condition
                14;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Final Redemption Amount of the
                Notes;

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Early Redemption Amount of the
                Notes;

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                Optional Redemption Amount(s) (if any) of the
                Notes;

            


    

     

    
      	
               

            	
              (v)

            	
              in
                relation to Notes redeemable in instalments, the Instalment
                Amounts;

            


    

     

    
      	
               

            	
              (vi)

            	
              in
                relation to Zero Coupon Notes, the Amortised Face Amount (as defined
                in
                Condition 6(f)(iii)); and

            


    

     

    
      	
               

            	
              (vii)

            	
              any
                premium and any other amounts which may be payable by the Issuer
                under or
                in respect of the Notes.

            


    

     

    Any
      reference in these Terms and
      Conditions to interest in respect of the Notes shall be deemed to include,
      as
      applicable, any additional amounts which may be payable with respect to interest
      under Condition 7 or pursuant to any undertakings given in addition thereto
      or
      in substitution therefor under Condition 14, except as provided in sub-paragraph
      (i) above.

     

    6.           Redemption
      and Purchase

     

    (a)           At
      Maturity

     

    Unless
      otherwise indicated in the
      applicable Final Terms and unless previously redeemed or purchased and cancelled
      as specified below, each Note will be redeemed by the Issuer at its Final
      Redemption Amount specified in, or determined in the manner specified in, the
      applicable Final Terms in the relevant Specified Currency on the Maturity Date
      specified in the applicable Final Terms.

     

    (b)           Redemption
      for Tax Reasons

     

    The
      Issuer may redeem the Notes in
      whole, but not in part, at any time at their Early Redemption Amount, together,
      if appropriate, with accrued interest to (but excluding) the date fixed for
      redemption under this Condition 6(b), if the Issuer shall determine that as
      a
      result of any change in, or amendment to, the laws (or any regulations or
      rulings promulgated thereunder) of the jurisdiction in which the Issuer is
      incorporated or any political subdivision or any authority thereof or therein
      having power to tax, or any change in the application or official interpretation
      of such laws, regulations or rulings, which change or amendment becomes
      effective on or after the Issue Date of the Notes, the Issuer would be required
      to pay Additional Amounts, as provided in Condition 7, on the occasion of the
      next payment due in respect of the Notes.

     

    The
      Notes are also subject to
      redemption as a whole, but not in part, in the other circumstances described
      in
      Condition 7.

     

    Notice
      of intention to redeem Notes
      will be given at least once in accordance with Condition 16 not less than 30
      days nor more than 60 days prior to the date fixed for redemption under this
      Condition 6(b), provided that no such notice of redemption shall be given
      earlier than 90 days prior to the effective date of such change or amendment
      and
      that at the time notice of such redemption is given, such obligation to pay
      such
      Additional Amounts remains in effect.  From and after any redemption
      date, if moneys for redemption of Notes shall have been made available for
      redemption on such redemption date, such Notes shall cease to bear interest,
      if
      applicable, and the only right of the holders of such Notes and any Receipts
      or
      Coupons appertaining thereto shall be to receive payment of the Early Redemption
      Amount and, if appropriate, all unpaid interest accrued to (but excluding)
      such
      redemption date.

     

    (c)           Final
      Terms

     

    The
      Final Terms applicable to the Notes
      shall indicate either:

     

    
      	
               

            	
              (i)

            	
              that
                the Notes cannot be redeemed prior to their Maturity Date (except
                as
                otherwise provided in paragraph (b) above and in Condition 9);
                or

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    (d)           Redemption
      at the Option of the Issuer (“Issuer Call Option”)

     

    If
      the Issuer is specified in the
      applicable Final Terms as having an option to redeem, the Issuer may, having
      (unless otherwise specified in the applicable Final Terms) given:

     

    
      	
               

            	
              (i)

            	
              not
                more than 60 nor less than 30 days’ notice to the holders of the Notes in
                accordance with Condition 16, or such other notice as is specified
                in the
                applicable Final Terms; and

            


    

     

    
      	
               

            	
              (ii)

            	
              not
                less than 5 days before the date of the notice referred to in (i)
                (or such
                other notice as is specified in the applicable Final Terms) is to
                be
                given, notice to the Agent or (in the case of Registered Notes) the
                Registrar and the Canadian Paying
                Agent;

            


    

     

    (which
      notices shall be irrevocable), redeem all or some only of the Notes then
      outstanding on the Optional Redemption Date(s) and at the Optional Redemption
      Amount(s) specified in, or determined in the manner specified in, the applicable
      Final Terms together, if appropriate, with interest accrued to (but excluding)
      the Optional Redemption Date(s). If the applicable Final Terms specify the
      Notes
      are redeemable in part, such redemption must be of a nominal amount not less
      than the Minimum Redemption Amount or not more than the Maximum Redemption
      Amount, both as indicated in the applicable Final Terms. In the event of
      redemption of some only of the Notes, the Notes to be redeemed (“Redeemed
      Notes”) will be selected individually by lot, in the case of Redeemed Notes
      represented by definitive Notes, and in accordance with the rules of Euroclear
      and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear
      and
      Clearstream, Luxembourg as either a pool factor or a reduction in nominal
      amount, at their discretion) in the case of Redeemed Notes represented by a
      global Note, not more than 60 days prior to the date fixed for redemption (such
      date of selection being hereinafter called the “Selection Date”). In
      the case of Redeemed Notes represented by definitive Notes, a list of such
      Redeemed Notes will be published or notified in accordance with Condition 16
      not
      less than 30 days prior to the date fixed for redemption, or such other period
      as is specified in the applicable Final Terms. No exchange of the relevant
      global Note will be permitted during the period from and including the Selection
      Date to and including the date fixed for redemption pursuant to this paragraph
      (d) and notice to that effect shall be given by the Issuer to the Noteholders
      in
      accordance with Condition 16 at least 10 days prior to the Selection
      Date.  Unless specified otherwise in the applicable Final Terms, if an
      Optional Redemption Date would otherwise fall on a day which is not a Business
      Day (as defined in Condition 4(b)(i)), it shall be subject to adjustment in
      accordance with the Business Day Convention applicable to the Notes or such
      other Business Day Convention specified in the applicable Final
      Terms.

     

    (e)           Redemption
      at the Option of the Noteholders (“Investor Put
      Option”)

     

    Unless
      otherwise specified in the
      applicable Final Terms, the Notes will not be subject to repayment at the option
      of Noteholders.  If the Noteholders are specified in the applicable
      Final Terms as having an option to require the Issuer to redeem the Notes,
      upon
      the holder of any Note giving to the Issuer in accordance with Condition 16
      not
      less than 30 nor more than 60 days’ notice or such other period of notice as is
      specified in the applicable Final Terms (which notice shall be irrevocable)
      the
      Issuer will, upon the expiry of such notice, redeem, subject to, and in
      accordance with, the terms specified in the applicable Final Terms, in whole
      (but not in part), such Note on the Optional Redemption Date and at the Optional
      Redemption Amount specified in, or determined in the manner specified in, the
      applicable Final Terms together, if appropriate, with interest accrued to (but
      excluding) the Optional Redemption Date. Unless otherwise specified in the
      applicable Final Terms, Notes issued by Toyota Credit Canada Inc. may not be
      redeemable at the option of the Noteholders prior to five years from the
      relevant Issue Date.

     

    If
      a Note is in definitive form and
      held outside Euroclear and Clearstream, Luxembourg, to exercise the right to
      require redemption of the Note the holder of the Note must deliver such Note
      at
      the specified office of any Paying Agent (other than the Canadian Paying Agent),
      in the case of Bearer Notes, or the Registrar or the Canadian Paying Agent,
      in
      the case of Registered Notes, at any time during normal business hours of such
      Paying Agent or the Registrar or Canadian Paying Agent falling within the notice
      period, accompanied by a duly completed and signed notice of exercise in the
      form (for the time being current) obtainable from any specified office of any
      Paying Agent or the Registrar or the Canadian Paying Agent (a “Put
      Notice”) and in which the holder must specify a bank account (or, if
      payment is required to be made by cheque, an address) to which payment is to
      be
      made under this Condition 6(e).

     

    If
      a Note is represented by a global
      Note or is in definitive form and held through Euroclear or Clearstream,
      Luxembourg, to exercise the right to require redemption of the Note the holder
      of the Note must, within the notice period, give notice to the Agent, in the
      case of Bearer Notes, or the Registrar, in the case of Registered Notes, of
      such
      exercise in accordance with the standard procedures of Euroclear and
      Clearstream, Luxembourg (which may include notice being given on the holder’s
      instruction by Euroclear or Clearstream, Luxembourg or any common depositary,
      or
      common safekeeper, as the case may be, for them to the Agent or the Registrar
      (in the case of Registered Notes) by electronic means) in a form acceptable
      to
      Euroclear and Clearstream, Luxembourg from time to time and, if the Note is
      represented by a global Note, at the same time present or procure the
      presentation of the relevant global Note to the Agent or Registrar (in the
      case
      of Registered Notes) for notation accordingly.

     

    (f)           Early
      Redemption Amounts

     

    For
      the purpose of paragraph (b) above
      and Condition 9, the Notes will be redeemed at an amount (the “Early
      Redemption Amount”) calculated as follows:

     

    
      	
               

            	
              (i)

            	
              in
                the case of Notes with a Final Redemption Amount equal to the Calculation
                Amount, at the Final Redemption Amount thereof;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                the case of Notes (other than Zero Coupon Notes) with a Final Redemption
                Amount which is or may be less or greater than the Calculation Amount
                or
                which is payable in a Specified Currency other than that in which
                the
                Notes are denominated, at the amount specified in, or determined
                in the
                manner specified in, the applicable Final Terms or, if no such amount
                or
                manner is so specified in the applicable Final Terms, at their nominal
                amount; or

            


    

     

    
      	
               

            	
              (iii)

            	
              in
                the case of Zero Coupon Notes, at an amount (the “Amortised Face
                Amount”) equal:

            


    

     

    
      	
               

            	
              (A)

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

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the amount payable in respect of any Zero Coupon Note upon redemption
                of
                such Zero Coupon Note pursuant to paragraph (b) above or upon its
                becoming
                due and repayable as provided in Condition 9 is not paid or available
                for
                payment when due, the amount due and repayable in respect of such
                Zero
                Coupon Note shall be the Amortised Face Amount of such Zero Coupon
                Note
                calculated as provided above as though the references in sub-paragraph
                (A)
                to the date fixed for redemption or the date upon which the Zero
                Coupon
                Note becomes due and repayable were replaced by references to the
                date
                (the “Reference Date”) which is the earlier
                of:

            


    

     

    
      	
               

            	
              (1)

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

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

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

     

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

     

    (g)           Instalments

     

    If
      the Notes are repayable in
      instalments, they will be redeemed in the Instalment Amounts and on the
      Instalment Dates specified in the applicable Final Terms. In the case of early
      redemption, the Early Redemption Amount will be determined pursuant to paragraph
      (f) above.

     

    (h)           Partly
      Paid Notes

     

    If
      the Notes are Partly Paid Notes,
      they will be redeemed, whether at maturity, early redemption or otherwise in
      accordance with the provisions of this Condition 6 as amended or varied by
      the
      applicable Final Terms.

     

    (i)           Purchases

     

    The
      Issuer or any of its subsidiaries
      may at any time purchase Notes (provided that, in the case of definitive Notes,
      all unmatured Receipts and Coupons appertaining thereto are purchased therewith)
      at any price in the open market or otherwise. If purchases are made by tender,
      tenders must be available to all Noteholders alike. Where the Issuer is Toyota
      Credit Canada Inc., unless otherwise specified in the applicable Final Terms,
      such Notes shall be surrendered (in the case of Bearer Notes) to any Paying
      Agent or (in the case of Registered Notes) the Registrar or Canadian Paying
      Agent for cancellation and, where the Issuer is Toyota Motor Finance
      (Netherlands) B.V., Toyota Finance Australia Limited or Toyota Motor Credit
      Corporation such Notes may, at the option of the Issuer, either be (i) resold
      or
      reissued, or held by the Issuer for subsequent resale or reissuance, or (ii)
      surrendered to any Paying Agent for cancellation, in which event such Notes,
      Receipts and Coupons may not be resold or reissued.

     

    (j)           Cancellation

     

    All
      Notes which are redeemed will
      forthwith be cancelled (together with all unmatured Receipts and Coupons
      attached thereto or surrendered therewith at the time of redemption). All Notes
      so cancelled and any of the Notes purchased and cancelled pursuant to paragraph
      (i) above (together, in the case of definitive Notes, with all unmatured
      Receipts and Coupons cancelled therewith) shall be forwarded to the Agent and
      cannot be reissued or resold. If any Note is purchased and cancelled without
      all
      unmatured Coupons appertaining thereto, the Issuer shall make payment in respect
      of any such missing Coupon in accordance with Condition 5 as if the relevant
      Note had remained outstanding for the period to which such Coupon
      relates.

     

    7.           Taxation
      – Additional Amounts

     

    
      	
              (a)

            	
              Toyota
                Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota
                Finance Australia
                Limited

            


    

     

    This
      Condition 7(a) only applies to
      Notes issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
      Inc. or Toyota Finance Australia Limited.

     

    Unless
      otherwise specified in the
      applicable Final Terms, all payments of principal and interest in respect of
      the
      Notes issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
      Inc. or Toyota Finance Australia Limited will be made without withholding or
      deduction for or on account of any present or future taxes or duties of whatever
      nature imposed or levied by or on behalf of the jurisdiction in which the Issuer
      is incorporated or any province, territory or other political subdivision or
      any
      authority thereof or therein having power to tax, unless such withholding or
      deduction is required by law. In such event, the relevant Issuer will pay such
      additional amounts (the“Additional Amounts”) as shall be necessary in
      order that the net amounts receivable by the holders of the Notes, Receipts
      or
      Coupons after such withholding or deduction shall equal the respective amounts
      of principal and interest which would otherwise have been receivable in respect
      of the Notes, Receipts or Coupons, as the case may be, in the absence of such
      withholding or deduction; except that no such Additional Amounts shall be
      payable with respect to any Note, Receipt or Coupon presented for
      payment:

     

    (i)           where
      the Issuer is Toyota Credit Canada Inc.:

     

    
      	
               

            	
              (A)

            	
              by
                or on behalf of a holder who is liable for such taxes or duties in
                respect
                of such Note, Receipt or Coupon by reason of his having some connection
                with Canada other than the mere holding of such Note, Receipt or
                Coupon or
                the receipt of principal or interest in respect thereof;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              by
                or on behalf of a holder with whom the Issuer is not dealing at arm’s
                length (within the meaning of the Income Tax Act (Canada));
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              where
                the Issuer is Toyota Finance Australia Limited, by or on behalf of
                a
                holder who is liable for such taxes or duties in respect of such
                Note,
                Receipt or Coupon by reason of:

            


    

     

    
      	
               

            	
              (A)

            	
              his
                having some connection with the Commonwealth of Australia other than
                the
                mere holding of such Note, Receipt or Coupon or the receipt of principal
                or interest in respect thereof, or

            


    

     

    
      	
               

            	
              (B)

            	
              his
                being a holder who could lawfully avoid (but has not so avoided)
                such
                deduction or withholding by complying or procuring that any third
                party
                complies with any statutory requirements or by making or procuring
                that
                any third party makes a declaration of non-residence or other similar
                claim for exemption to any tax authority in the place where the relevant
                Note, Receipt or Coupon is presented for payment;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              his
                being an Offshore Associate of the Issuer acting other than in the
                capacity of a clearing house, paying agent, custodian, funds manager
                or
                responsible entity of a registered scheme within the meaning of the
                Corporations Act 2001 of Australia. “Offshore Associate” means an
                associate (as defined in section 128F(9) of the Income Tax Assessment
                Act
                1936 of Australia) of the Issuer that is
                either:

            


    

     

    
      	
               

            	
              (a)

            	
              a
                non-resident of Australia which does not acquire the Notes in carrying
                on
                a business at or through a permanent establishment in Australia;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              a
                resident of Australia that acquires the Notes in carrying on a business
                at
                or through a permanent establishment outside Australia;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              where
                the Issuer is Toyota Motor Finance (Netherlands) B.V., by a Noteholder,
                Receiptholder or Couponholder who (a) is able to avoid such withholding
                or
                deduction or is liable to such withholding or deduction at a reduced
                rate
                by making a declaration of non-residence or producing other evidence
                establishing that such payment may be made without withholding or
                deduction or with such deduction or withholding at a reduced rate
                to the
                Issuer or the relevant tax authority; or (b) is liable for such taxes
                or
                duties in respect of such Note, Receipt or Coupon by reason of his
                having
                some connection with The Netherlands other than the mere holding
                of such
                Note, Receipt or Coupon; or

            


    

     

    
      	
               

            	
              (iv)

            	
              in
                such other circumstances as may be specified in the applicable Final
                Terms; or

            


    

     

    
      	
               

            	
              (v)

            	
              more
                than 30 days after the Relevant Date except to the extent that the
                holder
                thereof would have been entitled to such Additional Amounts on presenting
                the same for payment on such thirtieth day assuming that day to have
                been
                a Payment Day (as defined in Condition 5(e));
                or

            


    

     

    
      	
               

            	
              (vi)

            	
              where
                such withholding or deduction is imposed on a payment to an individual
                and
                is required to be made pursuant to European Council Directive 2003/48/EC
                on the taxation of savings income or any law implementing or complying
                with, or introduced in order to conform to, such Directive;
                or

            


    

     

    
      	
               

            	
              (vii)

            	
              by
                or on behalf of a holder who would have been able to avoid such
                withholding or deduction by presenting the relevant Note, Receipt
                or
                Coupon to another Paying Agent in a Member State of the European
                Union.

            


    

     

    As
      used herein, the “Relevant Date”
means the date on which such payment first becomes due, except that,
      if the
      full amount of the moneys payable has not been duly received by the Agent or,
      as
      the case may be, the Registrar on or prior to such due date, it means the date
      on which, the full amount of such moneys having been so received, notice to
      that
      effect is duly given to the Noteholders in accordance with Condition
      16.

     

    (b)           Toyota
      Motor Credit Corporation

     

    This
      Condition 7(b) only applies to
      Notes issued by Toyota Motor Credit Corporation.

     

    Except
      as specifically provided by this
      Condition 7(b), where the Issuer is Toyota Motor Credit Corporation, the Issuer
      shall not be required to make any payment in respect of the Notes with respect
      to any tax, assessment or other governmental charge (“Tax”) imposed by
      any government or a political subdivision or taxing authority thereof or
      therein.

     

    The
      Issuer will, subject to certain
      limitations and exceptions (set forth below), pay to a Noteholder, Receiptholder
      or Couponholder who is a Non-U.S. Holder (as defined below) such additional
      amounts (the“Additional Amounts”) as shall be necessary in order that
      the net amounts receivable by the holders of the Notes, Receipts or Coupons
      after such withholding or deduction shall equal the respective amounts of
      principal and interest which would otherwise have been receivable in respect
      of
      the Notes, Receipts or Coupons, as the case may be, in the absence of such
      withholding or deduction; except that the Issuer shall not be required to make
      any payment of  Additional Amounts for or on account of:

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                estate, inheritance, gift, sales, transfer, personal property or
                similar
                Tax;

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
              any
                Tax which is payable otherwise than by deduction or withholding from
                payments of principal or interest in respect of the Notes, Receipts
                or
                Coupons;

            


    

     

    
      	
               

            	
              (v)

            	
              any
                Tax imposed on interest received or beneficially owned by (A) a 10
                per cent. shareholder of the Issuer within the meaning of Internal
                Revenue
                Code Section 871(h)(3)(B) or Section 881(c)(3)(B) or (B) a
                bank extending credit pursuant to a loan agreement entered into in
                the
                ordinary course of its trade or
                business;

            


    

     

    
      	
               

            	
              (vi)

            	
              any
                Tax required to be withheld or deducted by any Paying Agent from
                any
                payment of principal or interest in respect of any Note, Receipt
                or
                Coupon, if such payment can be made without such withholding or deduction
                by any other Paying Agent with respect to the
                Notes;

            


    

     

    
      	
               

            	
              (vii)

            	
              any
                Tax which would not have been imposed but for the failure to comply
                with
                certification, information, documentation, or other reporting requirements
                concerning the nationality, residence, identity or connection with
                the
                United States of the Noteholder, Receiptholder or Couponholder or
                of the
                beneficial owner of such Note, Receipt or Coupon, if such compliance
                is
                required by statute or by regulation of the United States Treasury
                Department as a precondition to relief or exemption from such
                Tax;

            


    

     

    
      	
               

            	
              (viii)

            	
              any
                Tax imposed with respect to a payment on a Note, Receipt or Coupon
                to any
                Noteholder, Receiptholder or Couponholder who is a fiduciary or
                partnership or other than the sole beneficial owner of the Note,
                Receipt
                or Coupon to the extent a beneficiary or settlor with respect to
                such
                fiduciary, a member of such partnership or a beneficial owner of
                the Note,
                Receipt or Coupon would not have been entitled to payment of the
                Additional Amounts, had such beneficiary, settlor, member or beneficial
                owner been the holder of the Note, Receipt or
                Coupon;

            


    

     

    
      	
               

            	
              (ix)

            	
              any
                Tax required to be withheld or deducted by any Paying Agent from
                any
                payment of principal or interest in respect of any Note, Receipt
                or
                Coupon, where such withholding or deduction is imposed on a payment
                to an
                individual and is required to be made pursuant to European Council
                Directive 2003/48/EC on the taxation of savings income or any law
                implementing or complying with, or introduced to conform to, such
                Directive; or

            


    

     

    
      	
               

            	
              (x)

            	
              any
                combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii)
                and
                (ix) above;

            


    

     

    The
      term “Non-U.S. Holder”
means any Holder that is not for U.S. federal income tax purposes
      (i) a citizen
      or resident of the United States, (ii) a corporation, partnership or other
      entity organised in or under the laws of the United States or its political
      subdivisions, (iii) a trust subject to the control of a U.S. person and the
      primary supervision of a U.S. court or (iv) an estate the income of which is
      subject to U.S. federal income taxation regardless of its source.

     

    If
      the Issuer shall determine that any
      payment made outside the United States by the Issuer or any of its Paying Agents
      of the full amount of the next scheduled payment of either principal or interest
      due in respect of any Note, Receipt or Coupon would, under any present or future
      laws or regulations of the United States affecting taxation or otherwise, be
      subject to any certification, information or other reporting requirements of
      any
      kind, the effect of which requirements is the disclosure to the Issuer, any
      of
      its Paying Agents or any governmental authority of the nationality, residence
      or
      identity (as distinguished from status as a U.S. Alien) of a beneficial owner
      of
      such Note, Receipt or Coupon who is a U.S. Alien (other than such requirements
      which (i) would not be applicable to a payment made to a custodian, nominee
      or other agent of the beneficial owner, or which can be satisfied by such a
      custodian, nominee or other agent certifying to the effect that such beneficial
      owner is a U.S. Alien; provided, however, in each case that payment by such
      custodian, nominee or agent to such beneficial owner is not otherwise subject
      to
      any requirements referred to in this sentence, (ii) are applicable only to
      payment by a custodian, nominee or other agent of the beneficial owner to or
      on
      behalf of such beneficial owner, or (iii) would not be applicable to a
      payment made by any other paying agent of the Issuer), the Issuer shall redeem
      the Notes as a whole but not in part at a redemption price equal to the Early
      Redemption Amount together, if appropriate, with accrued interest to, but
      excluding, the date fixed for redemption, such redemption to take place on
      such
      date not later than one year after the publication of notice of such
      determination. If the Issuer becomes aware of an event that might give rise
      to
      such certification, information or other reporting requirements, the Issuer
      shall, as soon as practicable, solicit advice of independent counsel selected
      by
      the Issuer to establish whether such certification, information or other
      reporting requirements will apply and, if such requirements will apply, the
      Issuer shall give prompt notice of such determination (a “Tax Notice”)
      in accordance with Condition 16 stating in such notice the effective date of
      such certification, information or other reporting requirements and, if
      applicable, the date by which the redemption shall take place. Notwithstanding
      the foregoing, the Issuer shall not redeem Notes if the Issuer shall
      subsequently determine not less than 30 days prior to the date fixed for
      redemption that subsequent payments would not be subject to any such
      requirements, in which case the Issuer shall give prompt notice of such
      determination in accordance with Condition 16 and any earlier redemption notice
      shall thereby be revoked and of no further effect.

     

    Notwithstanding
      the foregoing, if and
      so long as the certification, information or other reporting requirements
      referred to in the preceding paragraph would be fully satisfied by payment
      of a
      backup withholding tax or similar charge, the Issuer may elect prior to
      publication of the Tax Notice to have the provisions described in this paragraph
      apply in lieu of the provisions described in the preceding paragraph, in which
      case the Tax Notice shall state the effective date of such certification,
      information or reporting requirements and that the Issuer has elected to pay
      Additional Amounts rather than redeem the Notes. In such event, the Issuer
      will
      pay as Additional Amounts such amounts as may be necessary so that every net
      payment made following the effective date of such certification, information
      or
      reporting requirements outside the United States by the Issuer or any of its
      Paying Agents of principal or interest due in respect of a Note, Receipt or
      Coupon to a holder who certifies to the effect that the beneficial owner of
      such
      Note, Receipt or Coupon is a U.S. Alien (provided that such certification shall
      not have the effect of communicating to the Issuer or any of its Paying Agents
      or any governmental authority the nationality, residence or identity of such
      beneficial owner), after deduction or withholding for or on account of such
      backup withholding tax or similar charge (other than a backup withholding tax
      or
      similar charge which (i) is imposed as a result of certification,
      information or other reporting requirements referred to in the second
      parenthetical clause of the first sentence of the preceding paragraph,
      (ii) is imposed as a result of the fact that the Issuer or any of its
      Paying Agents has actual knowledge that the holder or beneficial owner of such
      Note, Receipt or Coupon is not a U.S. Alien but is within the category of
      persons, corporations or other entities described in clause (a)(i) of
      this Condition 7, or (iii) is imposed as a result of presentation of such
      Note, Receipt or Coupon for payment more than 15 days after the date on
      which such payment becomes due and payable or on which payment thereof is duly
      provided for, whichever occurs later), will not be less than the amount provided
      for in such Note, such Receipt or such Coupon to be then due and payable. In
      the
      event the Issuer elects to pay such Additional Amounts, the Issuer will have
      the
      right, at its sole option, at any time, to redeem the Notes, as a whole but
      not
      in part at a redemption price equal to their Early Redemption Amount, together,
      if appropriate, with accrued interest to the date fixed for redemption including
      any Additional Amounts required to be paid under this paragraph. If the Issuer
      has made the determination described in the preceding paragraph with respect
      to
      certification, information or other reporting requirements applicable to
      interest only and subsequently makes a determination in the manner and of the
      nature referred to in such preceding paragraph with respect to such requirements
      applicable to principal, the Issuer will redeem the Notes in the manner and
      on
      the terms described in the preceding paragraph (except as provided below),
      unless the Issuer elects to have the provisions of this paragraph apply rather
      than the provisions of the immediately preceding paragraph. If in such
      circumstances the Notes are to be redeemed, the Issuer will be obligated to
      pay
      Additional Amounts with respect to interest, if any, accrued to the date of
      redemption. If the Issuer has made the determination described in the preceding
      paragraph and subsequently makes a determination in the manner and of the nature
      referred to in such preceding paragraph that the level of withholding applicable
      to principal or interest has been increased, the Issuer will redeem the Notes
      in
      the manner and on the terms described in the preceding paragraph (except as
      provided below), unless the Issuer elects to have the provisions of this
      paragraph apply rather than the provisions of the immediately preceding
      paragraph. If in such circumstances the Notes are to be redeemed, the Issuer
      will be obligated to pay Additional Amounts with respect to the original level
      of withholding on principal and interest, if any, accrued to the date of
      redemption.

     

    8.           Prescription

     

    Unless
      provided otherwise in the
      applicable Final Terms, Notes, Receipts and Coupons will become void unless
      presented for payment within a period of five years after the Relevant Date
      (as
      defined in Condition 7) therefor.

     

    There
      shall not be included in any
      Coupon sheet issued on exchange of a Talon any Coupon the claim for payment
      in
      respect of which would be void pursuant to this Condition 8 or Condition 5(b)
      or
      any Talon which would be void pursuant to Condition 5(b).

     

    Any
      moneys paid by the Issuer to the
      Agent or (in the case of Registered Notes) the Registrar or the Canadian Paying
      Agent for the payment of principal or interest in respect of the Notes and
      remaining unclaimed for a period of five years shall forthwith be repaid to
      the
      Issuer.  All liability of the Issuer, the Agent and the Registrar or
      the Canadian Paying Agent with respect thereto shall cease when the Notes,
      Receipts and Coupons become void.

     

    9.           Events
      of Default

     

    (a)           In
      the event that (each of (i) through to (iv) below, an “Event of
      Default”):

     

    
      	
               

            	
              (i)

            	
              default
                is made by the Issuer in the payment when due of any principal or
                interest
                in respect of any Note and the default continues unremedied for a
                period
                of 14 days after the date when due;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              default
                is made by the Issuer in the performance or observance of any covenant,
                condition or provision contained in the Terms and Conditions applicable
                to
                any of the Notes or of any covenant, condition or provision for the
                benefit of Noteholders contained in the Agency Agreement and on its
                part
                to be performed or observed (other than the covenant to pay the principal
                and interest in respect of the Notes) and at the expiration of any
                applicable grace period therefor such covenant, condition or provision
                is
                not performed or observed in the period of 60 consecutive days after
                the
                date on which written notice of such default, requiring the Issuer
                to
                perform or observe such covenant, condition or provision, first shall
                have
                been given to the Issuer and the Agent or (in the case of Registered
                Notes) the Registrar by the holders of not less than 25 per cent.
                in
                aggregate nominal amount of Notes then outstanding;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                entry by a court having competent jurisdiction of (a) a decree or
                order granting relief in respect of the Issuer in an involuntary
                proceeding under any applicable bankruptcy, insolvency or other similar
                law and such decree or order shall remain unstayed and in effect
                for a
                period of 60 consecutive days; or (b) a decree or order adjudging the
                Issuer to be insolvent, or approving a petition seeking reorganisation,
                arrangement, adjustment or composition of the Issuer and such decree
                or
                order shall remain unstayed and in effect for a period of 60 consecutive
                days; or (c) a final and non-appealable order appointing a custodian,
                receiver, liquidator, assignee, trustee or other similar official
                of the
                Issuer or of any substantial part of the property of the Issuer,
                or
                ordering the winding up or liquidation of the Issuer, in each case
                of (a),
                (b) or (c) otherwise than for the purposes of or pursuant to and
                followed
                by a consolidation, amalgamation, merger, reconstruction or reorganisation
                in which a continuing corporation effectively assumes all obligations
                of
                the Issuer under the Notes or the terms of which have previously
                been
                approved by  the written consent of holders of a majority in
                aggregate nominal amount of the Notes then outstanding affected thereby,
                or by resolution adopted by the holders of a majority in aggregate
                nominal
                amount of such Notes then outstanding present or represented at a
                meeting
                of the holders of the Notes affected thereby at which a quorum is
                present,
                as provided in the Agency Agreement;
                or

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                commencement by the Issuer of a voluntary proceeding under any applicable
                bankruptcy, insolvency or other similar law or the consent of the
                Issuer
                to the entry of a decree or order for relief in an involuntary proceeding
                under any applicable bankruptcy, insolvency  or other similar
                law, or the consent by the Issuer to the appointment of or taking
                possession by a custodian, receiver, liquidator, assignee, trustee
                or
                similar official of the Issuer or for any substantial part of the
                property
                of the Issuer or the making by the Issuer of a general assignment
                for the
                benefit of creditors, or the Issuer failing generally to pay its
                debts as
                they become due, or the taking of corporate action by the Issuer
                in
                furtherance of any such action (in each case otherwise than for the
                purposes of such a consolidation, amalgamation, merger, reconstruction
                or
                reorganisation as is referred to in paragraph
                (iii)),

            


    

     

    then
      the
      holder of any Note may, at its option, declare the principal of such Note and
      the interest, if any, accrued thereon to be due and payable immediately by
      written notice to the Issuer and the Agent or (in the case of Registered Notes)
      the Registrar, and unless all such defaults shall have been remedied by the
      Issuer (or by the Parent or TFS pursuant to the relevant Credit Support
      Agreement) prior to receipt of such written notice, the principal of such Note
      and the interest, if any, accrued thereon shall become and be immediately due
      and payable.

     

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

     

    
      	
               

            	
              (1)

            	
              the
                Issuer has paid to, or deposited with, the Agent or (in the case
                of
                Registered Notes) the Canadian Paying Agent a sum sufficient to
                pay:

            


    

     

    
      	
               

            	
              (A)

            	
              all
                overdue payments of interest on the Notes;
                and

            


    

     

    
      	
               

            	
              (B)

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

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

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

     

    
      	
               

            	
              (b)

            	
              Any
                Events of Default by the Issuer, other than the events described
                in
                paragraph (a)(i) above or in respect of where a default is made by
                the
                Issuer in the performance or observance of any covenant, condition
                or
                provision described in paragraph (a)(ii) above which cannot be modified
                and amended without the written consent of the holders of all outstanding
                Notes, may be waived by the written consent of holders of a majority
                in
                aggregate nominal amount of the Notes then outstanding affected thereby,
                or by resolution adopted by the holders of a majority in aggregate
                nominal
                amount of such Notes then outstanding present or represented at a
                meeting
                of the holders of the Notes affected thereby at which a quorum is
                present,
                as provided in the Agency Agreement (provided that such resolution
                shall
                be approved by the holders of not less than 25 per cent. of the aggregate
                nominal amount of Notes affected thereby then
                outstanding).

            


    

     

    10.           Replacement
      of Notes, Receipts, Coupons and Talons

     

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

     

    11.           Agent
      and Paying Agents

     

    The
      names of the initial Agent and the
      other initial Paying Agent, the initial Registrar and the initial Canadian
      Paying Agent and their initial specified offices are set out at the back of
      this
      Offering Circular.

     

    In
      acting under the Agency Agreement or
      the Note Agency Agreement, the Agent and the other Paying Agents and (in the
      case of the Note Agency Agreement only), the Registrar and the Canadian Paying
      Agent act solely as agents of the Issuer and do not assume any obligation to,
      or
      relationship of agency or trust with, any Noteholders, Receiptholders or
      Couponholders, except that (without affecting the obligations of the Issuer
      to
      the Noteholders, Receiptholders and Couponholders to repay Notes and pay
      interest thereon) funds received by the Agent or (in respect of Registered
      Notes) the Registrar or the Canadian Paying Agent for the payment of the
      principal of or interest on the Notes shall be held in trust by it for the
      Noteholders and/or Receiptholders and/or Couponholders until the expiration
      of
      the relevant period of prescription under Condition 8. The Issuer agrees to
      perform and observe the obligations imposed upon it under the Agency Agreement
      and (in respect of Registered Notes) the Note Agency Agreement and to use
      reasonable efforts to cause the Agent and the other Paying Agents to perform
      and
      observe the obligations imposed upon them under the Agency Agreement and (in
      respect of Registered Notes) the Registrar and the Canadian Paying Agent to
      perform and observe the obligations imposed on them under the Note Agency
      Agreement. The Agency Agreement and (in respect of the Registered Notes) the
      Note Agency Agreement contain provisions for the indemnification of the Agent
      and the other Paying Agents and the Registrar and the Canadian Paying Agent,
      respectively, and for relief from responsibility in certain circumstances,
      and
      entitle any of them to enter into business transactions with the Issuer without
      being liable to account to the Noteholders, Receiptholders or the Couponholders
      for any resulting profit.

     

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

     

    
      	
               

            	
              (i)

            	
              so
                long as the Notes are admitted to trading or listed on any stock
                exchange
                or other relevant authority, there will at all times be a Paying
                Agent
                with a specified office in such place as may be required by the rules
                and
                regulations of the relevant stock exchange or other relevant
                authority;

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

            	
              there
                will at all times be an Agent;

            


    

     

    
      	
               

            	
              (iv)

            	
              in
                respect of Registered Notes, there will at all times be a Registrar;
                and

            


    

     

    
      	
               

            	
              (v)

            	
              there
                will at all times be a Paying Agent in a Member State of European
                Union
                that will not be obliged to withhold or deduct tax pursuant to the
                European Council Directive 2003/48/EC on the taxation of savings
                income or
                any law implementing or complying with, or introduced in order to
                conform
                to, such Directive.

            


    

     

    In
      addition, the Issuer shall forthwith
      appoint a Paying Agent having a specified office in the United States only
      in
      the circumstances described in the final paragraph of Condition 5(d). Any
      variation, termination, appointment or change shall only take effect (other
      than
      in the case of insolvency, when it shall be of immediate effect) after not
      less
      than 30 or more than 45 days’ prior notice thereof shall have been given to the
      Noteholders in accordance with Condition 16.

     

    In
      addition, in relation to Registered
      Notes issued or to be issued by it, Toyota Credit Canada Inc. is entitled to
      vary or terminate the appointment and/or appoint additional registrar, transfer
      agents, Canadian paying agents and/or approve any change in the specified office
      through which any such registrar, transfer agent or Canadian paying agent acts,
      provided that there will at all times be a registrar and a paying agent capable
      of making payments in the Specified Currency and (in the case of Global
      Registered Notes) to the clearing system specified in the applicable Final
      Terms.

     

    The
      Agency Agreement or the Note Agency
      Agreement contains provisions permitting any entity into which any Paying Agent
      and (in the case of the Note Agency Agreement only) any registrar and transfer
      agent is merged or converted or with which it is consolidated or to which it
      transfers all or substantially all of its assets to become the successor paying
      agent, registrar or transfer agent (as appropriate).

     

    12.           Exchange
      of Talons

     

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

     

    13.           Consolidation
      or Merger

     

    The
      Issuer may consolidate with, or
      sell, lease or convey all or substantially all of its assets as an entirety
      to,
      or merge with or into any other corporation provided that in any such case,
      (i) either the Issuer shall be the continuing corporation, or the successor
      corporation shall be a corporation organised and existing under the laws of
      the
      jurisdiction in which the Issuer is incorporated or any province, territory,
      state or other political subdivision thereof and such successor corporation
      shall expressly assume the due and punctual payment of the principal of and
      interest (including Additional Amounts as provided in Condition 7) on all
      the Notes, Receipts and Coupons, according to their tenor, and the due and
      punctual performance and observance of all of the covenants and conditions
      of
      the Note to be performed by the Issuer by an amendment to the Agency Agreement
      or, as the case may be, the Note Agency Agreement, executed by such successor
      corporation, the Issuer and the Agent or the Registrar and the Canadian Paying
      Agent, as the case may be, and (ii) immediately after giving effect to such
      transaction, no Event of Default under Condition 9, and no event which, with
      notice or lapse of time or both, would become such an Event of Default shall
      have happened and be continuing. In case of any such consolidation, merger,
      sale, lease or conveyance and upon any such assumption by the successor
      corporation, such successor corporation shall succeed to and be substituted
      for
      the Issuer, with the same effect as if it had been named herein as the Issuer,
      and the predecessor corporation, except in the event of a conveyance by way
      of
      lease, shall be relieved of any further obligation under the Note and the Agency
      Agreement or, as the case may be, the Note Agency Agreement.

     

    14.           Substitution

     

    The
      Issuer (the “Retiring
      Issuer” and the expressions “Issuer” and “Retiring
      Issuer” include any previous relevant Substitute Issuer (as defined below)
      under this Condition 14) may, without the consent of the relevant Noteholders
      or
      Couponholders, substitute the Parent or any subsidiary of the Parent (including
      TFS) in place of the Issuer as the principal debtor under the Notes, the
      relative Receipts and Coupons and the Agency Agreement (the “Substitute
      Issuer”) provided that:

     

    (a)           in
      the case of the substitution of a subsidiary of the Parent (other than TFS
      or
      any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement,
      in the case of a subsidiary of TFS, between such subsidiary and TFS being
      entered into, and the Basic Agreement applying, mutatis mutandis on the
      terms of the relevant Credit Support Agreement and the Basic Agreement,
      respectively and, in the case of a subsidiary of the Parent (and not being
      also
      a subsidiary of TFS) a Credit Support Agreement between such subsidiary and
      the
      Parent being entered into mutatis mutandis on the terms of the Basic
      Agreement;

     

    (b)           a
      deed poll substantially in the form set out in Appendix G to the Agency
      Agreement (and such other documents (if any)) shall be executed by the
      Substitute Issuer and the Retiring Issuer as may be necessary to give full
      effect to the substitution (the “Substitution Documents”) and, (without
      limiting the generality of the foregoing) under which (i) the Substitute Issuer
      shall undertake in favour of the relevant Noteholders and Couponholders to
      be
      bound by the terms and conditions of the relevant Notes, Receipts and Coupons
      and the provisions of the Agency Agreement as fully as if the Substitute Issuer
      had been named in the relevant Notes, Receipts and Coupons and the Agency
      Agreement as the principal debtor in respect of the relevant Notes, Receipts
      and
      Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii)
      the
      Retiring Issuer shall be released from its obligations as principal debtor
      in
      respect of the relevant Notes, Receipts and Coupons and the Agency
      Agreement;

     

    (c)           without
      prejudice to the generality of paragraph (b) above, where the Substitute Issuer
      is subject generally to a taxing jurisdiction differing from or in addition
      to
      the taxing jurisdiction to which the Retiring Issuer for which it shall have
      been substituted under this Condition 14 was subject, the Substitute Issuer
      shall undertake or covenant in the Substitution Documents in terms corresponding
      to the provisions of Condition 7 with the substitution for or addition to the
      references to the taxing jurisdiction to which the Retiring Issuer, as the
      case
      may be, was subject of references to the taxing jurisdiction or additional
      taxing jurisdiction to which such Substitute Issuer, as the case may be, is
      subject and in such case, Condition 7 shall be deemed to be modified accordingly
      when such substitution takes effect;

     

    (d)           the  Substitution
      Documents shall contain a warranty and representation (i) that the Substitute
      Issuer  and the Retiring Issuer have obtained all necessary
      governmental and regulatory approvals and consents for the substitution and
      that
      the Substitute Issuer has obtained all necessary governmental and regulatory
      approvals and consents for the performance by the Substitute Issuer of its
      obligations under the Substitution Documents and that all such approvals and
      consents are in full force and effect, (ii) that the obligations assumed by
      the
      Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and
      the
      Agency Agreement are, in each case, valid and binding in accordance with their
      respective terms and enforceable by each relevant Noteholder, and (iii) the
      Substitute Issuer is solvent;

     

    (e)           any
      credit rating obtained by the Retiring Issuer from a nationally recognised
      statistical rating organisation which applies to the relevant Notes will not
      be
      downgraded as a result of the substitution;

     

    (f)           each
      stock exchange on which the relevant Notes are admitted to trading shall have
      confirmed that, following the proposed substitution of the Substitute Issuer,
      such Notes will continue to be admitted to trading on such stock
      exchange;

     

    (g)           where
      the Substitute Issuer is not a company incorporated in the United Kingdom,
      the
      Substitute Issuer shall have appointed a process agent as its agent in England
      to receive service of process on its behalf in relation to any legal action
      or
      proceedings arising out of or in connection with the relevant Notes, Receipts
      and Coupons and the Agency Agreement;

     

    (h)           in
      the case of substitution of TCCI or a Canadian subsidiary of the Parent in
      place
      of the Retiring Issuer, no withholding or other taxes will be payable by any
      such Substitute Issuer;

     

    (i)           legal
      opinions shall have been delivered to the Agent (from whom copies will be
      available) (in each case dated not more than three days prior to the intended
      date of substitution) from legal advisers of good standing selected by the
      Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and
      the Retiring Issuer are incorporated and in England confirming, as appropriate,
      that upon the substitution taking place, the Substitution Documents constitute
      legal, valid and binding obligations of the Substitute Issuer and the relevant
      Notes, Receipts and Coupons and the Agency Agreement are legal, valid and
      binding obligations of the Substitute Issuer enforceable in accordance with
      their terms and (ii) in Japan and in the jurisdiction in which the Substitute
      Issuer is incorporated, in the event any Credit Support Agreements are entered
      into under paragraph (a) above, confirming that any such Credit Support
      Agreements constitute legal, valid and binding obligations of the Parent, TFS
      and the Substitute Issuer, as the case may be, enforceable in accordance with
      its terms; and

     

    (j)           in
      connection with any such substitution, the Substitute Issuer and the Retiring
      Issuer shall not have regard to the consequences of such substitution for
      individual Noteholders resulting from their being for any purpose domiciled
      or
      resident in, or otherwise connected with, or subject to the jurisdiction of,
      any
      particular territory and no person shall be entitled to claim whether from
      the
      Substitute Issuer, the Retiring Issuer, the Agent, or any other person, any
      indemnification or payment in respect of any tax consequence of any such
      substitution upon any person except to the extent already provided in Condition
      7 and/or any undertaking given in addition thereto or in substitution therefor
      in the Substitution Documents in accordance with paragraph (c)
      above.

     

    Upon
      execution of the Substitution Documents as referred to in paragraph (b) above,
      (i) the Substitute Issuer shall be the relevant Issuer named in the relevant
      Notes, the Receipts and Coupons and the Agency Agreement as principal debtor
      in
      place of the Retiring Issuer and the relevant Notes, Receipts and Coupons and
      the Agency Agreement shall thereby be deemed to be amended to give effect to
      the
      substitution of the Substitute Issuer as principal debtor and (ii) the Retiring
      Issuer shall be released as aforesaid from all of its obligations as principal
      debtor in respect of the relevant Notes, Receipts and Coupons and the Agency
      Agreement.  With effect on and from the time of the substitution of
      the Substitute Issuer in place of the Retiring Issuer:

     

    (A)           the
      Retiring Issuer has no further obligations to any Noteholder or Couponholder
      in
      relation to the relevant Notes, Receipts and Coupons;

     

    (B)           the
      Substitute Issuer has rights which the Retiring Issuer had in respect of the
      relevant Notes, Receipts and Coupons (in each case subject to paragraph (c)
      above); and

     

    (C)           the
      Substitute Issuer has assumed the obligations towards the Noteholders and
      Couponholders which the Retiring Issuer had in respect of the relevant Notes,
      Receipts and Coupons.

     

    The
      Substitution Documents shall be deposited with and held by the Agent and (in
      the
      case of Registered Notes) copied to the Registrar for so long as any of the
      relevant Notes remain outstanding and for so long as any claim made against
      the
      Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder
      in
      relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or
      (in
      the case of Registered Notes) the Note Agency Agreement or the Substitution
      Documents shall not have been finally adjudicated, settled or
      discharged.  The Substitute Issuer and the Retiring Issuer shall
      acknowledge in the Substitution Documents the right of every Noteholder to
      the
      production of the Substitution Documents for the enforcement of any of the
      relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of
      Registered Notes) the Note Agency Agreement or the Substitution
      Documents.

     

    Within
      14
      days of a substitution taking effect under this Condition 14, the Retiring
      Issuer shall give notice of such substitution to the relevant Noteholders in
      accordance with Condition 16.

     

    15.           Meetings,
      Modifications and Waivers

     

    The
      Agency Agreement contains
      provisions which, unless otherwise provided in the Final Terms, are binding
      on
      the Issuer, the Noteholders, the Receiptholders and the Couponholders, for
      convening meetings of holders of Notes, Receipts and Coupons to consider matters
      affecting their interests, including the modification or waiver of the Terms
      and
      Conditions applicable to the Notes.

     

    The
      Agency Agreement, (in the case of
      Registered Notes) the Note Agency Agreement, the Notes and any Receipts and
      Coupons attached to the Notes may be amended by the Issuer and (in the case
      of
      the Agency Agreement) the Agent and (in the case of the Note Agency Agreement)
      the Registrar and the Canadian Paying Agent, without the consent of the holder
      of any Note, Receipt or Coupon (i) for the purpose of curing any ambiguity,
      or for curing, correcting or supplementing any defective provision contained
      therein, or to evidence the succession of another corporation to the Issuer
      as
      provided in Condition 13 or provide for substitution of the Issuer as provided
      in Condition 14, (ii) to make any further modifications of the terms of the
      Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement
      necessary or desirable to allow for the issuance of any additional Notes (which
      modifications shall not be materially adverse to holders of outstanding Notes)
      or (iii) in any manner which the Issuer and (in the case of the Agency
      Agreement) the Agent and (in the case of the Note Agency Agreement) the
      Registrar and the Canadian Paying Agent may deem necessary or desirable and
      which shall not materially adversely affect the interests of the holders of
      the
      Notes, Receipts and Coupons. In addition, with the written consent of the
      holders of not less than a majority in aggregate nominal amount of the Notes
      then outstanding affected thereby, or by a resolution adopted by a majority
      in
      aggregate nominal amount of such outstanding Notes affected thereby present
      or
      represented at a meeting of such holders at which a quorum is present, as
      provided in the Agency Agreement (provided that such resolution shall be
      approved by the holders of not less than 25 per cent. of the aggregate
      nominal amount of Notes affected thereby then outstanding), the Issuer and
      the
      Agent and (in the case of the Note Agency Agreement) the Registrar and the
      Canadian Paying Agent may from time to time and at any time enter into
      agreements modifying or amending the Agency Agreement or (in the case of
      Registered Notes) the Note Agency Agreement or the terms and conditions of
      the
      Notes, Receipts and Coupons for the purpose of adding any provisions to or
      changing in any manner or eliminating any provisions of the Agency Agreement
      or
      (in the case of Registered Notes) the Note Agency Agreement or of modifying
      in
      any manner the rights of the holders of Notes, Receipts and Coupons; provided,
      however, that no such agreement shall, without the consent or the affirmative
      vote of the holder of each Note affected thereby, (i) change the stated
      maturity of the principal of or any instalment of interest on any Note,
      (ii) reduce the nominal amount of or interest on any Note,
      (iii) change the obligation of the Issuer to pay Additional Amounts as
      provided in Condition 7, (iv) reduce the percentage in nominal amount of
      outstanding Notes the consent of the holders of which is necessary to modify
      or
      amend the Agency Agreement or (in the case of Registered Notes) the Note Agency
      Agreement or the terms and conditions of the Notes or to waive any future
      compliance or past default, or (v) reduce the percentage in nominal amount
      of outstanding Notes the consent of the holders of which is required at any
      meeting of holders of Notes at which a resolution is adopted. The quorum at
      any
      meeting called to adopt a resolution will be persons holding or representing
      a
      majority in aggregate nominal amount of the Notes at the time outstanding
      affected thereby and at any adjourned meeting will be one or more persons
      holding or representing 25 per cent. in aggregate nominal amount of such
      Notes at the time outstanding affected thereby. Any instrument given by or
      on
      behalf of any holder of a Note in connection with any consent to any such
      modification, amendment or waiver will be irrevocable once given and will be
      conclusive and binding on all subsequent holders of such Note. Any
      modifications, amendments or waivers to the Agency Agreement or (in the case
      of
      Registered Notes) to the Note Agency Agreement or to the terms and conditions
      of
      the Notes, Receipts and Coupons will be conclusive and binding on all holders
      of
      Notes, Receipts and Coupons, whether or not they have given such consent or
      were
      present at any meeting, and whether or not notation of such modifications,
      amendments or waivers is made upon the Notes, Receipts and Coupons. It shall
      not
      be necessary for the consent of the holders of Notes under this Condition 15
      to
      approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof.

     

    Notes
      authenticated and delivered after
      the execution of any amendment to the Agency Agreement, or (in the case of
      Registered Notes) to the Note Agency Agreement, the Notes, Receipts or Coupons
      may bear a notation in form approved by the Agent or (in the case of Registered
      Notes) Registrar as to any matter provided for in such amendment to the Agency
      Agreement or (in the case of Registered Notes) to the Note Agency
      Agreement.

     

    New
      Notes so modified as to conform, in
      the opinion of the Agent or (in the case of Registered Notes) the Registrar
      and
      the Issuer, to any modification contained in any such amendment may be prepared
      by the Issuer, authenticated by the Agent or (in the case of Registered Notes)
      the Registrar and delivered in exchange for the Notes then
      outstanding.

     

    For
      the purposes of this Condition 15
      and Condition 9, the term “outstanding” means, in relation to the
      Notes, all Notes issued under the Agency Agreement or the Note Agency Agreement
      other than (i) those which have been redeemed in full in accordance with
      the Agency Agreement or the Note Agency Agreement or these Terms and Conditions,
      (ii) those in respect of which the date for redemption (whether in respect
      of the whole principal amount or the final instalment (when redeemable in
      instalments)) in accordance with these Terms and Conditions has occurred and
      the
      redemption moneys therefor (including all interest (if any) accrued thereon
      to
      the date for such redemption and any interest (if any) payable under these
      Terms
      and Conditions after such date) have been duly paid to the Agent as provided
      in
      the Agency Agreement or (in the case of Registered Notes) to the Registrar
      or
      the Canadian Paying Agent (and, where appropriate, notice has been given to
      the
      Noteholders in accordance with Condition 16) and remain available for
      payment against presentation of the Notes, (iii) those which have become
      void under Condition 8, (iv) those which have been purchased or otherwise
      acquired and cancelled as provided in Condition 6, and those which have been
      purchased or otherwise acquired and are being held by the Issuer for subsequent
      resale or reissuance as provided in Condition 6 during the time so held,
      (v) those mutilated or defaced Notes which have been surrendered in
      exchange for replacement Notes pursuant to Condition 10, (vi) (for the
      purposes only of determining how many Notes are outstanding and without
      prejudice to their status for any other purpose) those Notes alleged to have
      been lost, stolen or destroyed and in respect of which replacement Notes have
      been issued pursuant to Condition 10 and (vii) temporary global Notes to
      the extent that they shall have been duly exchanged in whole for permanent
      global Notes or definitive Notes and permanent global Notes or registered global
      Notes to the extent that they shall have been duly exchanged in whole for
      definitive Notes, in each case pursuant to their respective
      provisions.

     

    16.           Notices

     

    All
      notices regarding the Notes shall
      be published in a leading English language daily newspaper of general
      circulation in London (which is expected to be the Financial Times) or, if
      this
      is not practicable, one other such English language newspaper as the Issuer,
      in
      consultation with the Agent, shall decide. The Issuer shall also ensure that
      notices are duly published in a manner which complies with the rules and
      regulations of any stock exchange on which the Notes are for the time being
      admitted to trading or are listed by another relevant authority. Any such notice
      published as aforesaid shall be deemed to have been given on the date of such
      publication or, if published more than once, on the date of the first such
      publication.  Receiptholders and Couponholders will be deemed for all
      purposes to have notice of the contents of any notice given to the holders
      of
      the Notes in accordance with this Condition 16.

     

    Until
      such time as any definitive Notes
      are issued, so long as the global Note(s) is or are held in its or their
      entirety on behalf of Euroclear and Clearstream, Luxembourg, there may be
      substituted for such publication in such newspaper the delivery of the relevant
      notice to Euroclear and Clearstream, Luxembourg for communication by them to
      the
      holders of the Notes; provided that, for so long as any Notes are admitted
      to
      trading on a stock exchange or are listed by another relevant authority and
      the
      rules of that stock exchange or relevant authority so require, such notice
      will
      be published in a daily newspaper of general circulation in the place or places
      required by those rules. Any notice delivered to Euroclear and Clearstream,
      Luxembourg shall be deemed to have been given to the holders of the Notes on
      the
      third day after the day on which the said notice was given to Euroclear and
      Clearstream, Luxembourg, or on such other day as is specified in the applicable
      Final Terms.

     

    Notices
      to holders of Registered Notes
      in definitive form will be deemed to be validly given if sent by mail to them
      (or, in the case of joint holders of Registered Notes, to the first-named in
      the
      register kept by the Registrar) at their respective addresses as recorded in
      such register, and will be deemed to have been validly given on the fourth
      business day after the date of such mailing.

     

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

     

    17.           Further
      Issues

     

    The
      Issuer shall be at liberty from
      time to time without the consent of the Noteholders, Receiptholders or
      Couponholders to create and issue further notes ranking pari passu in
      all respects (or in all respects save for the Issue Date, the amount and date
      of
      the first payment of interest thereon and/or the Issue Price) and so that the
      same shall be consolidated and form a single series with the outstanding Notes
      and references in these Terms and Conditions to “Notes” shall be
      construed accordingly.

     

    18.           Redomination
      and Exchange

     

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

     

    19.           Disapplication

     

    The
      Notes confer no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes,
      but this does not affect any right or remedy of a third party which exists
      or is
      available apart from that Act.

     

    20.           Governing
      Law and Submission to Jurisdiction

     

    The
      Notes, the Receipts and the Coupons
      are governed by, and shall be construed in accordance with, English
      law.

     

    The
      Issuer irrevocably agrees, for the
      exclusive benefit of the Noteholders, the Receiptholders and the Couponholders,
      to the jurisdiction of the English courts for all purposes in connection with
      the Notes, the Receipts and the Coupons and in relation thereto the Issuer
      has
      appointed Toyota Financial Services (UK) PLC as its agent for service of process
      on its behalf and has agreed that in the event of Toyota Financial Services
      (UK)
      PLC ceasing so to act or ceasing to be registered in England, it will appoint
      another person as its agent for service of process. Without prejudice to the
      foregoing, the Issuer irrevocably agrees that any suit, action or proceedings
      arising out of or in connection with the Notes, the Receipts and the Coupons
      may
      be brought in any other court of competent jurisdiction.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX B                                


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

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    APPENDIX
      B-1


    FORM
      OF TEMPORARY GLOBAL NOTE

     

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

     

    2[TOYOTA
      MOTOR FINANCE (NETHERLANDS)
      B.V.

     

    (a
      private company incorporated with limited liability under the laws of The
      Netherlands, with its corporate seat in Amsterdam, The
      Netherlands)]

     

    [TOYOTA
      CREDIT CANADA INC.

     

    (a
      company incorporated with limited liability under the Canada Business
      Corporations Act)]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

     

    (ABN
      48 002 435 181, a company registered in New South Wales and incorporated with
      limited liability in Australia)]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION

     

    (a
      company incorporated with limited liability in California, United
      States)]

     

    TEMPORARY
      GLOBAL NOTE

     

    representing

     

    [Specified
      Currency and Nominal Amount of Series]

     

    NOTES
      DUE [Year of Maturity]

     

    Series
      No. [   ]

     

    


     

    The
      Notes
      represented by this Temporary Global Note have been admitted to the

     

    Official
      List and admitted to trading on the London Stock Exchange plc’s Gilt Edged and
      Fixed Interest Market.3

     

    

      

    

      
      
        	
                1

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

              


      

       

    

      
      
        	
                2

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

      
      
        	
                3

              	
                Delete
                  in the case of all Notes other than Notes admitted to trading on
                  the
                  London Stock Exchange’s Gilt Edged and Fixed Interest Market, or add
                  reference to other Stock Exchange, if
                  applicable.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Note
      is a Temporary Global Note in respect of a duly authorised issue of [Specified
      Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount
      of Series] Notes Due [Year of Maturity] (the Notes) of
      [Specified Currency and Specified Denomination] each of 4[Toyota Motor Finance (Netherlands)
      B.V.]
      [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
      Credit Corporation] (the Issuer).  References herein
      to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out in Appendix A to the Agency Agreement
      (as defined below) as modified and supplemented by the information set out
      in
      Part A of the Final Terms relating to the Notes (which are attached hereto)
      and,
      in the event of any conflict between the provisions of the Conditions and the
      information set out in the Final Terms, the latter shall
      prevail.  Words and expressions defined in the Conditions and the
      Final Terms and not otherwise defined herein shall have the same meanings when
      used in this Temporary Global Note.

     

    This
      Temporary Global Note is issued subject to, and with the benefit of, the
      Conditions and the Agency Agreement dated 28 September 2007 (the
Agency Agreement, which expression shall be construed as a
      reference to that agreement as the same may be amended or supplemented from
      time
      to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
      Inc., Toyota Finance Australia Limited and Toyota Motor Credit Corporation,
      The
      Bank of New York (the Agent) and the other agents named
      therein; provided, however, that references to the Conditions shall mean the
      Conditions in effect on the date of this Temporary Global Note.

     

    This
      Temporary Global Note is to be held by a common depositary (or, if the Final
      Terms indicate that this Temporary Global Note is intended to be a New Global
      Note, a common safekeeper) for Euroclear Bank S.A./N.V.
      (Euroclear), Clearstream Banking, société anonyme
      (Clearstream, Luxembourg) and/or such other relevant clearing
      agency as is specified in the Final Terms on behalf of account holders which
      have the Notes represented by this Temporary Global Note credited to their
      respective securities accounts therewith from time to time.

     

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

     

    If
      the
      Final Terms indicate that this Temporary Global Note is intended to be a New
      Global Note, the nominal amount of Notes represented by this Temporary Global
      Note shall be the aggregate amount from time to time entered in the records
      of
      both Euroclear and Clearstream, Luxembourg (together, the relevant
      Clearing Systems).  The records of the relevant Clearing
      Systems (which expression in this Temporary Global Note means the records that
      each relevant Clearing System holds for its customers which reflect the amount
      of such customer’s interest in the Notes) shall be conclusive evidence of the
      nominal amount of Notes represented by this Temporary Global Note and, for
      these
      purposes, a statement issued by a relevant Clearing System (which statement
      shall be made available to the bearer upon request) stating the nominal amount
      of Notes represented by this Temporary Global Note at any time shall be
      conclusive evidence of the records of the relevant Clearing System at that
      time.

     

    If
      the
      Final Terms indicate that this Temporary Global Note is not intended to be
      a New
      Global Note, the nominal amount of the Notes represented by this Temporary
      Global Note shall be the amount stated in the Final Terms or, if lower, the
      nominal amount most recently entered by or on behalf of the Issuer in the
      relevant column in Part II of Schedule One or in Schedule Two
      hereto.

     

    On
      any
      redemption of, or payment of an instalment or interest being made in respect
      of,
      or purchase and cancellation of, any of the Notes represented by this Temporary
      Global Note, the Issuer shall procure that:

     

    (i)           if
      the Final Terms indicate that this Temporary Global Note is intended to be
      a New
      Global Note, details of such redemption, payment or purchase and cancellation
      (as the case may be) shall be entered pro rata in the records of the relevant
      Clearing Systems and, upon any such entry being made, the nominal amount of
      the
      Notes recorded in the records of the relevant Clearing Systems and represented
      by this Temporary Global Note shall be reduced by the aggregate nominal amount
      of the Notes so redeemed or purchased and cancelled or by the aggregate amount
      of such instalment so paid; or

     

    (ii)           if
      the Final Terms indicate that this Temporary Global Note is not intended to
      be a
      New Global Note, details of such redemption, payment or purchase and
      cancellation (as the case may be) shall be entered by or on behalf of the Issuer
      in Part I or II of Schedule One or in Schedule Two hereto and the relevant
      space
      in Schedule Two hereto recording any such redemption, payment or purchase and
      cancellation (as the case may be) shall be signed by or on behalf of the
      Issuer.  Upon any such redemption, payment of an instalment or
      purchase and cancellation, the nominal amount of this Temporary Global Note
      and
      the Notes represented by this Temporary Global Note shall be reduced by the
      nominal amount of such Notes so redeemed or purchased and cancelled or by the
      amount of such instalment so paid.

     

    Payments
      due in respect of Notes for the time being represented by this Temporary Global
      Note shall be made to the bearer of this Temporary Global Note and each payment
      so made will discharge the Issuer’s obligations in respect
      thereof.  Any failure to make the entries referred to above shall not
      affect such discharge.

     

    5[For
      the purposes only of the Interest Act
      (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
      which is equivalent to the Fixed Rate of Interest per annum, computed on the
      basis of a year of 360 days consisting of 12 months of 30 days each, for any
      period of less than one year may be calculated by multiplying the Fixed Rate
      of
      Interest by a fraction of which: (a) the numerator is the product of (i) the
      actual number of days in a year commencing on and including the first day of
      such period and ending on but not including the corresponding day in the next
      calendar year and (ii) the sum of (y) the product of 30 and the number of
      complete months elapsed in such period and (z) the number of days elapsed in
      any
      incomplete month in such period treating all calendar months as having 30 days;
      and (b) the denominator is the product of 360 and the actual number of days
      in
      such period (including the first but excluding the last, such
      day).  For the purposes only of the Interest Act (Canada), in respect
      of Floating Rate Notes the nominal yearly rate of interest which is equivalent
      to the Rate of Interest per annum for any Specified Period (as defined in the
      Final Terms) calculated on the basis of a year of 365 or 360 days may be
      calculated by multiplying such Rate of Interest by a fraction of which the
      numerator is the actual number of days in a year commencing on and including
      the
      first day of such Specified Period and ending on but not including the
      corresponding day in the next calendar year and the denominator is 365 or 360,
      as the case may be.]

     

    Prior
      to
      the Exchange Date (as defined below), all payments (if any) on this Temporary
      Global Note will only be made to the bearer hereof to the extent that there
      is
      presented to the Agent by a relevant Clearing System a certificate to the effect
      that it has received from or in respect of a person entitled to a particular
      nominal amount of the Notes (as shown by its records) a certificate of non-US
      beneficial ownership in the form required by it.  On or after the
      Exchange Date the bearer of this Temporary Global Note will not be entitled
      to
      receive any payment of interest due unless, upon due certification, exchange
      of
      this Temporary Global Note is improperly withheld or refused.

     

    On
      or
      after the date which is 40 days after the completion of the distribution of
      the
      Notes represented by this Temporary Global Note or, at the option of the Issuer
      (with the consent of the lead manager(s) of the Tranche(s) of Notes of the
      relevant Series) the date which is 40 days after the completion of the
      distribution of any additional issuance or issuances of one or more Tranches
      of
      Notes of the same Series that occurs within the 40 day period after the issue
      of
      this Temporary Global Note (the latest of such dates referred to
      as  the Exchange Date), [but only if the final
      instalment on all such outstanding Notes has been paid6] this Temporary Global Note may
      be exchanged
      in whole or in part (free of charge) for, as specified in the Final Terms,
      either (a) Definitive Bearer Notes and (if applicable) Coupons, Receipts and
      Talons in or substantially in the forms set out in Appendices B-3, B-4, B-5
      and
      B-6, respectively, to the Agency Agreement (on the basis that all appropriate
      details have been included on the face of such Definitive Bearer Notes and
      (if
      applicable) Coupons, Receipts and Talons and the Final Terms (or the relevant
      provisions of the Final Terms) have either been endorsed on or attached to
      such
      Definitive Bearer Notes) or, (b) either, (if the Final Terms indicate that
      this
      Temporary Global Note is intended to be a New Global Note) interests recorded
      in
      the records of the relevant Clearing Systems in a Permanent Global Note or
      (if
      the Final Terms indicate that this Temporary Global Note is not intended to
      be a
      New Global Note) a Permanent Global Note which, in either case, is in the form
      or substantially in the form set out in Appendix B-2 to the Agency Agreement
      (together with the Final Terms attached thereto) in each case upon notice being
      given to the Agent by the relevant Clearing System acting on the instructions
      of
      any holder of an interest in this Temporary Global Note.

     

    The
      Issuer shall procure that Definitive Bearer Notes or (as the case may be)
      the  interests in the Permanent Global Note shall be issued and
      delivered and (in the case of the Permanent Global Note where the Final Terms
      indicate that this Temporary Global Note is intended to be a New Global Note)
      recorded in the records of the relevant Clearing System in exchange for only
      that portion of this Temporary Global Note in respect of which there shall
      have
      been presented to the Agent by a relevant Clearing System a certificate to
      the
      effect that it has received from or in respect of a person entitled to a
      beneficial interest in a particular nominal amount of the Notes (as shown by
      its
      records) a certificate of non-US beneficial ownership from such person in the
      form required by it and, in the case of Definitive Bearer Notes, subject to
      such
      notice period and payment of costs as may be specified in the Final
      Terms.

     

    If
      Definitive Bearer Notes and (if applicable) Coupons, Receipts and Talons have
      already been issued in exchange for all the Notes represented for the time
      being
      by the Permanent Global Note, then this Temporary Global Note may only
      thereafter be exchanged for Definitive Bearer Notes and (if applicable) Coupons,
      Receipts and Talons pursuant to the terms hereof.

     

    On
      an
      exchange of the whole of this Temporary Global Note, this Temporary Global
      Note
      shall be surrendered to or to the order of the Agent.  On an exchange
      of part only of this Temporary Global Note, the Issuer shall procure
      that:

     

    (i)           if
      the Final Terms indicate that this Temporary Global Note is intended to be
      a New
      Global Note, details of such exchange shall be entered pro rata in the records
      of the relevant Clearing Systems; or

     

    (ii)           if
      the Final Terms indicate that this Temporary Global Note is not intended to
      be a
      New Global Note, details of such exchange shall be entered by or on behalf
      of
      the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto
      recording such exchange shall be signed by or on behalf of the Issuer whereupon
      the nominal amount of this Temporary Global Note and the Notes represented
      by
      this Temporary Global Note shall be reduced by the nominal amount so
      exchanged.  If, following the issue of a Permanent Global Note in
      exchange for some of the Notes represented by this Temporary Global Note,
      further Notes represented by this Temporary Global Note are to be exchanged
      pursuant to this paragraph, such exchange may be effected, without the issue
      of
      a new Permanent Global Note, by the Issuer or its agent endorsing Schedule
      Two
      of the Permanent Global Note previously issued to reflect an increase in the
      aggregate nominal amount of the Permanent Global Note which would otherwise
      have
      been issued on such exchange.

     

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

     

    Accordingly,
      except as ordered by a court of competent jurisdiction or as required by law
      or
      applicable regulation, the Issuer and any Paying Agent may deem and treat the
      bearer hereof as the absolute owner of this Temporary Global Note for all
      purposes (whether or not this Temporary Global Note shall be overdue and
      notwithstanding any notice of ownership or writing hereon or notice of any
      previous loss or theft or trust or other interest herein).  In the
      event that this Temporary Global Note (or any part of it) has become due and
      repayable in accordance with Condition 9 and payment in full of the amount
      due
      has not been made to the bearer in accordance with the provisions set out above
      then this Temporary Global Note will become void at 8.00 p.m. (London time)
      on
      such day and the bearer will have no further rights under this Temporary Global
      Note (but without prejudice to the rights which the bearer or any other person
      may have under Clause 31 of the Agency Agreement in respect of the Notes issued
      under the Programme Agreement pursuant to which this Temporary Global Note
      is
      issued).

     

    This
      Temporary Global Note is governed by, and shall be construed in accordance
      with,
      English law.

     

    This
      Temporary Global Note shall not be valid unless authenticated by the Agent
      and,
      if the Final Terms indicate that this Temporary Global Note is intended to
      be a
      New Global Note (i) which is intended to be held in a manner which would allow
      Eurosystem eligibility, or (ii) in respect of which the Issuer has notified
      the
      Agent that effectuation is to be applicable, effectuated by the entity appointed
      as common safekeeper by the relevant Clearing Systems.  This Temporary
      Global Note may be duly executed on behalf of the Issuer by manual or facsimile
      signature.

     

      
      
        	
                 

              	
                4
                  Delete all
                  but the relevant Issuer.

              


      

       

    

      
      
        	
                5

              	
                Delete
                  if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota
                  Finance
                  Australia Limited or Toyota Motor Credit
                  Corporation.

              


      

       

    

      
      
        	
                6

              	
                Delete
                  if this Temporary Global Note is not issued in respect of a Tranche
                  of
                  Notes described as Partly Paid Notes in the Final
                  Terms.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated

            	
              7[TOYOTA
                MOTOR FINANCE (NETHERLANDS)
                B.V.]

               

            
	 	
              By:  _________________   By:  _________________

              Authorised
                Signatory                                               Authorised
                Signatory

            
	 	
              [TOYOTA
                CREDIT CANADA INC.]

              [TOYOTA
                FINANCE AUSTRALIA LIMITED]

              [TOYOTA
                MOTOR CREDIT CORPORATION]

            
	 	
              By:  _________________

              Authorised
                Signatory

            


    

    


     

    
      	
              Authenticated
                by

              The
                Bank of New York

            	 
	
               

              By:  ________________________

                      Authorised
                Signatory

            	 
	
              8Effectuated
                without
                recourse,

              warranty
                or liability by:

            	 
	
              [insert
                name of common safekeeper]

              as
                common safekeeper

            	 
	
              By:________________________

            	 


    

    


     

    

      

    

      
      7Delete
        all but the
        relevant Issuer.

    

      
      8This
        should only be
        completed where the Final Terms indicate that this Temporary Global Note
        is
        intended to be a New Global Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      ONE*

    PART
      I

    INTEREST
      PAYMENTS

     

    
      	
              Interest

              Payment
                Date

            	
              Date
                of Payment

            	
              Total
                Amount of Interest Payable

            	
              Amount
                of Interest Paid

            	
              Confirmation
                of payment by or on behalf of the Issuer

            
	 	 	 	 	 
	 	 	 	 	 
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
      numbering until the appropriate number of interest payment dates for the
      particular Series of Notes is reached.]

     

    

      

    

      
      
        	
                *

              	
                Schedule
                  One should be completed where the Final Terms indicate that this
                  Temporary
                  Global Note is not intended to be a New Global
                  Note.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      ONE

    PART
      II

    INSTALMENT
      PAYMENTS

     

    
      	
              Instalment
                Date

            	
              Date
                of Payment

            	
              Total
                Amount of Instalments Payable

            	
              Amount
                of Instalments Paid

            	
              Remaining
                nominal amount of this Temporary Global Note following such payment*

            	
              Confirmation
                of payment by or on behalf of the Issuer

            
	 	 	 	 	 	 
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
      numbering until the appropriate number of Instalment Dates for the particular
      Series of Notes is reached]

     

    

      

    

      
      *See
        most recent
        entry in Schedule Two in order to determine this amount.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      TWO*

    SCHEDULE
      OF EXCHANGES

    FOR
      NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR
      REDEMPTIONS OR PURCHASES AND CANCELLATIONS

     

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

     

    
      	
              Date
                of exchange, or redemption or purchase and cancellation

            	
              Part
                of nominal amount of this Temporary Global Note exchanged for Notes
                represented by a Permanent Global Note or Definitive Bearer Notes
                or
                redeemed or purchased and cancelled**

            	
              Remaining
                nominal amount of this Temporary Global Note following such exchange,
                or
                redemption or purchase and cancellation**

            	
              Notation
                made by or on behalf of the Issuer

            
	 	 	 	 
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	 	 	 	 


    

     

    


     

    

      

    

      
      
        	
                *

              	
                Schedule
                  Two should only be completed where the Final Terms indicates that
                  this
                  Temporary Global Note is not intended to be a New Global
                  Note.

              


      

       

    

      
      **See
        most recent entry in Part II in order to determine this
        amount.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B-2


    FORM
      OF PERMANENT GLOBAL NOTE

     

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

     

    2[TOYOTA
      MOTOR FINANCE (NETHERLANDS)
      B.V.

     

    (a
      private company incorporated with limited liability under the laws of The
      Netherlands, with its corporate seat in Amsterdam, The
      Netherlands)]

     

    [TOYOTA
      CREDIT CANADA INC.

     

    (a
      company incorporated with limited liability under the Canada Business
      Corporations Act)]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

     

    (ABN
      48 002 435 181, a company registered in New South Wales and incorporated with
      limited liability in Australia)]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION

     

    (a
      company incorporated with limited liability in California, United
      States)]

     

    PERMANENT
      GLOBAL NOTE

     

    representing

     

    [Specified
      Currency and Nominal Amount of Series]

     

    NOTES
      DUE [Year of Maturity]

     

    Series
      No.                      [       ]

     

    The
      Notes
      represented by this Permanent Global Note have been admitted to the Official
      List and admitted to trading on the London Stock Exchange plc’s Gilt Edged and
      Fixed Interest Market.3

     

    

      

    

      
      
        	
                1

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

              


      

       

    

      
      
        	
                2

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

      
      
        	
                3

              	
                Delete
                  in the case of all Notes other than Notes admitted to trading on
                  the
                  London Stock Exchange’s Gilt Edged and Fixed Interest Market, or add
                  reference to other Stock Exchange, if
                  applicable.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Note
      is a Permanent Global Note in respect of a duly authorised issue of [Specified
      Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount
      of Series] Notes Due [Year of Maturity] (the Notes) of
      [Specified Currency and Specified Denomination] each of 4[Toyota Motor Finance (Netherlands)
      B.V.]
      [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
      Credit Corporation] (the Issuer).  References herein
      to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out in Appendix A to the Agency Agreement
      (as defined below) as modified and supplemented by Part A of the Final Terms
      relating to the Notes (which are attached hereto) and, in the event of any
      conflict between the provisions of the Conditions and the information set out
      in
      the Final Terms, the latter shall prevail.  Words and expressions
      defined in the Conditions and the Final Terms and not otherwise defined herein
      shall have the same meanings when used in this Permanent Global
      Note.

     

    This
      Permanent Global Note is issued subject to, and with the benefit of, the
      Conditions and the Agency Agreement dated 28 September 2007 (the Agency
      Agreement, which expression shall be construed as a reference to that
      agreement as the same may be amended or supplemented from time to time), between
      Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota
      Finance Australia Limited and Toyota Motor Credit Corporation, The Bank of
      New
      York (the Agent) and the other agents named therein; provided,
      however, that references to the Conditions shall mean the Conditions in effect
      on the date of issue of the Temporary Global Note that originally represented
      this Permanent Global Note.

     

    This
      Permanent Global Note is to be held by a common depositary (or, if the Final
      Terms indicate that this Permanent Global Note is intended to be a New Global
      Note, a common safekeeper) for Euroclear Bank S.A./N.V.
      (Euroclear), Clearstream Banking, société anonyme
      (Clearstream, Luxembourg) and/or such other relevant clearing
      agency as is specified in the Final Terms on behalf of account holders which
      have the Notes represented by this Permanent Global Note credited to their
      respective securities accounts therewith from time to time.

     

    For
      value
      received, the Issuer, subject to and in accordance with the Conditions, promises
      to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
      in instalments) and on the Maturity Date, and/or on such earlier date(s) as
      all
      or any of the Notes represented by this Permanent Global Note may become due
      and
      repayable in accordance with the Conditions, the amount payable under the
      Conditions in respect of the Notes then represented by this Permanent Global
      Note on each such date and to pay interest (if any) on the nominal amount of
      the
      Notes from time to time represented by this Permanent Global Note calculated
      and
      payable as provided in the Conditions together with any other sums payable
      under
      the Conditions, upon presentation and, at maturity, surrender of this Permanent
      Global Note to or to the order of the Agent at the principal office of the
      Agent
      in London, or at the offices of any of the other paying agents located outside
      of the United States of America, its territories and possessions, any State
      of
      the United States and the District of Columbia (except as provided in the
      Conditions) from time to time appointed by the Issuer in respect of the Notes,
      but in each case subject to the requirements as to certification provided
      herein.  Any monies paid by the Issuer to the Agent for the payment of
      principal or interest on any Notes and remaining unclaimed at the end of one
      year after such principal or interest shall have become due and payable (whether
      at maturity, upon call for redemption or otherwise) shall then be repaid to
      the
      Issuer and upon such repayment all liability of the Agent with respect thereto
      shall thereupon cease, without, however, limiting in any way any obligation
      the
      Issuer may have to pay the principal of or interest on this Permanent Global
      Note as the same shall become due.

     

    If
      the
      Final Terms indicate that this Permanent Global Note is intended to be a New
      Global Note, the nominal amount of Notes represented by this Permanent Global
      Note shall be the aggregate amount from time to time entered in the records
      of
      both Euroclear and Clearstream, Luxembourg (together, the relevant
      Clearing Systems).  The records of the relevant Clearing
      Systems (which expression in this Permanent Global Note means the records that
      each relevant Clearing System holds for its customers which reflect the amount
      of such customer’s interest in the Notes) shall be conclusive evidence of the
      nominal amount of Notes represented by this Permanent Global Note and, for
      these
      purposes, a statement issued by a relevant Clearing System (which statement
      shall be made available to the bearer upon request) stating the nominal amount
      of Notes represented by this Permanent Global Note at any time shall be
      conclusive evidence of the records of the relevant Clearing System at that
      time.

     

    If
      the
      Final Terms indicate that this Permanent Global Note is not intended to be
      a New
      Global Note, the nominal amount of the Notes represented by this Permanent
      Global Note shall be the amount stated in the Final Terms or, if lower, the
      nominal amount most recently entered by or on behalf of the Issuer in the
      relevant column in Part II of Schedule One or in Schedule Two
      hereto.

     

    On
      any
      redemption of, or payment of an instalment or interest being made in respect
      of,
      or purchase and cancellation of, any of the Notes represented by this Permanent
      Global Note, the Issuer shall procure that:

     

    (i)           if
      the Final Terms indicate that this Permanent Global Note is intended to be
      a New
      Global Note, details of such redemption, payment or purchase and cancellation
      (as the case may be) shall be entered pro rata in the records of the relevant
      Clearing Systems and, upon any such entry being made, the nominal amount of
      the
      Notes recorded in the records of the relevant Clearing Systems and represented
      by this Permanent Global Note shall be reduced by the aggregate nominal amount
      of the Notes so redeemed or purchased and cancelled or by the aggregate amount
      of such instalment so paid; or

     

    (ii)           if
      the Final Terms indicate that this Permanent Global Note is not intended to
      be a
      New Global Note, details of such redemption, payment or purchase and
      cancellation (as the case may be) shall be entered by or on behalf of the Issuer
      in Part I or II of Schedule One or in Schedule Two hereto and the relevant
      space
      in Schedule Two hereto recording any such redemption, payment or purchase and
      cancellation (as the case may be) shall be signed by or on behalf of the
      Issuer.  Upon any such redemption, payment of an instalment or
      purchase and cancellation, the nominal amount of this Permanent Global Note
      and
      the Notes represented by this Permanent Global Note shall be reduced by the
      nominal amount of such Notes so redeemed or purchased and cancelled or the
      amount of such instalment so paid.

     

    Payments
      due in respect of Notes for the time being represented by this Permanent Global
      Note shall be made to the bearer of this Permanent Global Note and each payment
      so made will discharge the Issuer’s obligations in respect
      thereof.  Any failure to make the entries referred to above shall not
      affect such discharge.

     

    If
      the
      Notes represented by this Permanent Global Note were, on issue, represented
      by a
      Temporary Global Note then on any exchange of any such Temporary Global Note
      for
      this Permanent Global Note or any part of it, the Issuer shall procure
      that:

     

    
      	
               

            	
              (i)

            	
              if
                the Final Terms indicate that this Permanent Global Note is intended
                to be
                a New Global Note, details of such exchange shall be entered in the
                records of the relevant Clearing Systems;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                the Final Terms indicate that this Permanent Global Note is not intended
                to be a New Global Note, details of such exchange shall be entered
                by or
                on behalf of the Issuer in Schedule Two hereto and the relevant space
                in
                Schedule Two hereto recording any such exchange shall be signed by
                or on
                behalf of the Issuer.  Upon any such exchange, the nominal
                amount of this Permanent Global Note and the Notes represented by
                this
                Permanent Global Note shall be increased by the nominal amount of
                the
                Notes so exchanged.

            


    

     

    5[For
      the purposes only of the Interest Act
      (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
      which is equivalent to the Fixed Rate of Interest per annum, computed on the
      basis of a year of 360 days consisting of 12 months of 30 days each, for any
      period of less than one year may be calculated by multiplying the Fixed Rate
      of
      Interest by a fraction of which: (a) the numerator is the product of (i) the
      actual number of days in a year commencing on and including the first day of
      such period and ending on but not including the corresponding day in the next
      calendar year and (ii) the sum of (y) the product of 30 and the number of
      complete months elapsed in such period and (z) the number of days elapsed in
      any
      incomplete month in such period treating all calendar months as having 30 days;
      and (b) the denominator is the product of 360 and the actual number of days
      in
      such period (including the first but excluding the last, such
      day).  For the purposes only of the Interest Act (Canada), in respect
      of Floating Rate Notes the nominal yearly rate of interest which is equivalent
      to the Rate of Interest per annum for any Specified Period (as defined in the
      Final Terms) calculated on the basis of a year of 365 or 360 days may be
      calculated by multiplying such Rate of Interest by a fraction of which the
      numerator is the actual number of days in a year commencing on and including
      the
      first day of such Specified Period and ending on but not including the
      corresponding day in the next calendar year and the denominator is 365 or 360,
      as the case may be.]

     

    In
      certain circumstances further notes may be issued which are intended on issue
      to
      be consolidated and form a single Series with the Notes.  In such
      circumstances the Issuer shall procure that:

     

    
      	
               

            	
              (i)

            	
              if
                the Final Terms indicate that this Permanent Global Note is intended
                to be
                a New Global Note, details of such further notes shall be entered
                in the
                records of the relevant Clearing Systems;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                the Final Terms indicate that this Permanent Global Note is not intended
                to be a New Global Note, details of such increase in the size of
                the
                Series shall be entered by or on behalf of the Issuer in Schedule
                Two and
                the relevant space in Schedule Two recording such exchange shall
                be signed
                by or on behalf of the Issuer, whereupon the nominal amount of this
                Permanent Global Note and the Notes represented by this Permanent
                Global
                Note shall be increased by the nominal amount of any such Temporary
                Global
                Note so exchanged.

            


    

     

    This
      Permanent Global Note may (under the circumstances set forth in the Conditions
      and the Final Terms) be exchanged, in whole, but not in part, for Definitive
      Bearer Notes and (if applicable) Coupons, Receipts and Talons in or
      substantially in the forms set out in Appendices B-3, B-4, B-5 and B-6,
      respectively, of the Agency Agreement (on the basis that all appropriate details
      have been included on the face of such Definitive Bearer Notes and (if
      applicable) Coupons, Receipts and Talons and the Final Terms (or the relevant
      provisions of the Final Terms) have been either endorsed on or attached to
      such
      Definitive Bearer Notes) in denominations of [Specified Currency and Specified
      Denomination] each upon either, as specified in the Final Terms:

     

    
      	
               

            	
              (a)

            	
              upon
                not less than 60 days’ written notice being given to the Agent by the
                relevant Clearing Systems acting on the instructions of any holder
                of an
                interest in this Permanent Global Note;
                or

            


    

     

    (b)           only
      upon the occurrence of an Exchange Event; or

     

    (c)           at
      any time at the request of the Issuer.

     

    An
      Exchange Event means:

     

    
      	
               

            	
              (i)

            	
              an
                Event of Default (as defined in Condition 9) has occurred and is
                continuing; or

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Issuer has been notified that both Euroclear and Clearstream, Luxembourg
                (or any other agreed clearing system in which this Permanent Global
                Note
                is being held) have been closed for business for a continuous period
                of 14
                days (other than by reason of holiday, statutory or otherwise) or
                have
                announced an intention permanently to cease business or have in fact
                done
                so and, as a result, Euroclear and Clearstream, Luxembourg or such
                other
                agreed clearing system in which this Permanent Global Note is being
                held
                are no longer willing or able to discharge properly their responsibilities
                with respect to this Permanent Global Note and the Agent and the
                Issuer
                are unable to locate a qualified successor;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Issuer has or will become subject to adverse tax consequences which
                would
                not be suffered were the Notes represented by this Permanent Global
                Note
                in definitive form.

            


    

     

    If
      this
      Permanent Global Note is exchangeable following the occurrence of an Exchange
      Event:

     

    
      	
               

            	
              (A)

            	
              the
                Issuer will promptly give notice to Noteholders in accordance with
                Condition 16 if an Exchange Event occurs;
                and

            


    

     

    
      	
               

            	
              (B)

            	
              in
                the event of the occurrence of any Exchange Event, one or more of
                the
                relevant Clearing Systems (acting on the instructions of any holder
                of an
                interest in this Permanent Global Note) may give notice to the Agent
                requesting exchange and, in the event of the occurrence of an Exchange
                Event as described in (iii) above, the Issuer may also give notice
                to the
                Agent requesting exchange.  Any such exchange shall occur not
                later than 45 days after the date of receipt of the first relevant
                notice
                by the Agent.

            


    

     

    The
      exchange, if any, will be made upon presentation of this Permanent Global Note
      by the bearer hereof on any day (other than a Saturday or a Sunday) on which
      banks are open for general business in London at the principal office of the
      Agent in London; provided, however, the first notice given to the Agent by
      Euroclear, Clearstream, Luxembourg and/or such other relevant clearing agency
      or
      the Issuer shall give rise to the issue of Definitive Bearer Notes for the
      total
      amount of Notes represented by this Permanent Global Note.  The
      aggregate nominal amount of Definitive Bearer Notes issued upon an exchange
      of
      this Permanent Global Note will be equal to the aggregate nominal amount of
      this
      Permanent Global Note submitted by the bearer hereof for exchange (to the extent
      that such nominal amount does not exceed the aggregate nominal amount of this
      Permanent Global Note, as adjusted, as shown in Schedule Two hereto if the
      Final
      Terms indicate that this Permanent Global Note is not intended to be a New
      Global Note, or in the records of the relevant Clearing Systems if the
      applicable Final Terms indicate that this Permanent Global Note is intended
      to
      be a New Global Note).  On an exchange of this Permanent Global Note,
      this Permanent Global Note shall be surrendered to or to the order of the
      Agent.

     

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

     

    Accordingly,
      except as ordered by a court of competent jurisdiction or as required by law
      or
      applicable regulation, the Issuer and any Paying Agent may deem and treat the
      bearer hereof as the absolute owner of this Permanent Global Note for all
      purposes (whether or not this Permanent Global Note shall be overdue and
      notwithstanding any notice of ownership or writing hereon or notice of any
      previous loss or theft or trust or other interest herein). In the event that
      this Permanent Global Note (or any part of it) has become due and repayable
      in
      accordance with Condition 9 and payment in full of the amount due has not been
      made to the bearer in accordance with the provisions set out above then this
      Permanent Global Note will become void at 8.00 p.m. (London time) on such day
      and the bearer will have no further rights under this Permanent Global Note
      (but
      without prejudice to the rights which the bearer or any other person may have
      under Clause 31 of the Agency Agreement in respect of the Notes issued under
      the
      Programme Agreement pursuant to which this Permanent Global Note is
      issued).

     

    This
      Permanent Global Note is governed by, and shall be construed in accordance
      with
      English law.

     

    This
      Permanent Global Note shall not be valid unless authenticated by the Agent
      and,
      if the Final Terms indicate that this Permanent Global Note is intended to
      be a
      New Global Note (i) which is intended to be held in a manner which would allow
      Eurosystem eligibility, or (ii) in respect of which the Issuer has notified
      the
      Agent that effectuation is to be applicable, effectuated by the entity appointed
      as common safekeeper by the relevant Clearing Systems.  This Permanent
      Global Note may be duly executed on behalf of the Issuer by manual or facsimile
      signature.

     

    

      

    

      
      
        	
                4

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

      
      
        	
                5

              	
                Delete
                  if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota
                  Finance
                  Australia Limited or Toyota Motor Credit
                  Corporation.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated

            	
              6[TOYOTA
                MOTOR FINANCE (NETHERLANDS)
                B.V.]

               

            
	 	
              By:  _________________   By:  _________________

              Authorised
                Signatory                                               Authorised
                Signatory

            
	 	
              [TOYOTA
                CREDIT CANADA INC.]

              [TOYOTA
                FINANCE AUSTRALIA LIMITED]

              [TOYOTA
                MOTOR CREDIT CORPORATION]

            
	 	
              By:  _________________

              Authorised
                Signatory

            


    

    


     

    
      	
              Authenticated
                by

              The
                Bank of New York

            	 
	
               

              By:  ________________________

                      Authorised
                Signatory

            	 
	
              7Effectuated
                without
                recourse,

              warranty
                or liability by:

            	 
	
              [insert
                name of common safekeeper]

              as
                common safekeeper

            	 
	
              By:________________________

            	 


    

    


     

    

      

    

      
      6Delete
        all but the
        relevant Issuer.

    

      
      7This
        should only be
        completed where the Final Terms indicate that this Permanent Global Note
        is
        intended to be a New Global Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      ONE*

     

    PART
      I

    INTEREST
      PAYMENTS

     

    
      	
              Interest

              Payment
                Date

            	
              Date
                of Payment

            	
              Total
                Amount of Interest Payable

            	
              Amount
                of Interest Paid

            	
              Confirmation
                of payment by or on behalf of the Issuer

            
	 	 	 	 	 
	 	 	 	 	 
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
      numbering until the appropriate number of interest payment dates for the
      particular Series of Notes is reached]

     

    
      	
              *

            	
              Schedule
                One should only be completed where the Final Terms indicate that
                this
                Permanent Global Note is not intended to be a New Global
                Note.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      ONE

    PART
      II

     

    INSTALMENT
      PAYMENTS

     

    
      	
              Instalment
                Date

            	
              Date
                of Payment

            	
              Total
                Amount of Instalments Payable

            	
              Amount
                of Instalments Paid

            	
              Remaining
                nominal amount of this Permanent Global Note following such payment*

            	
              Confirmation
                of payment by or on behalf of the Issuer

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              First

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              Second

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            


    

    


     

    [continue
      numbering until the appropriate number Instalment Dates for the particular
      Series of Notes is reached.]

     

    
        

    

    
      *
        See most recent entry in Schedule Two in order to determine this
        amount.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      TWO*

     

    


     

    SCHEDULE
      OF EXCHANGES OF A TEMPORARY

    GLOBAL
      NOTE AND FOR DEFINITIVE BEARER NOTES

    OR
      REDEMPTIONS OR PURCHASES AND CANCELLATIONS

     

    The
      following increases of this Permanent Global Note, exchanges of this Permanent
      Global Note for Definitive Bearer Notes or redemptions or purchases and
      cancellations of this Permanent Global Note have been made:

     

    
      	
              Date
                of exchange, or redemption or purchase and cancellation

            	
              Increase
                in nominal amount of this Permanent Global Note due to exchanges
                of a
                Temporary Global Note for this Permanent Global Note

            	
              Part
                of nominal amount of this Permanent Global Note exchanged for Definitive
                Bearer Notes or redeemed or purchased and cancelled**

            	
              Remaining
                amount payable under this Permanent Global Note following such exchange,
                or redemption or purchase and cancellation**

            	
              Notation
                made by or on behalf of the Issuer

            
	 	 	 	 	 
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            	
              ____________

            
	 	 	 	 	 


    

    


     

    

      

    

      
      
        	
                *

              	
                Schedule
                  Two should only be completed where the applicable Final Terms indicates
                  that this Permanent Global Note is not intended to be a New Global
                  Note.

              


      

       

    

      
      **See
        most recent entry in Part II in order to determine this
        amount.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B-3

    FORM
      OF DEFINITIVE BEARER NOTE

     

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

     

    2[TOYOTA
      MOTOR FINANCE (NETHERLANDS)
      B.V.

     

    (a
      private company incorporated with limited liability under the laws of The
      Netherlands, with its corporate seat in Amsterdam, The
      Netherlands)]

     

    [TOYOTA
      CREDIT CANADA INC.

     

    (a
      company incorporated with limited liability under the Canada Business
      Corporations Act)]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

     

    (ABN
      48 002 435 181, a company registered in New South Wales and incorporated with
      limited liability in Australia)]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION

     

    (a
      company incorporated with limited liability in California, United
      States)]

     

    DEFINITIVE
      BEARER NOTE

     

    representing

     

    [Specified
      Currency and Nominal Amount of Series]

     

    NOTES
      DUE [Year of Maturity]

     

    Series
      No.                      [       ]

     

    This
      Note
      has been admitted to the Official List and admitted to trading on the London
      Stock Exchange plc’s Gilt Edged and Fixed Interest Market.3

     

    

      

    

      
      
        	
                1

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

              


      

       


    

    
      
        	
                2

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

    
      
        	
                3

              	
                Delete
                  in the case of all Notes other than Notes admitted to trading on
                  the
                  London Stock Exchange’s Gilt Edged and Fixed Interest Market, or add
                  reference to other Stock Exchange, if
                  applicable.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Note
      is one of a duly authorised issue of notes of [Specified Currency and Nominal
      Amount of Series] (the Notes) each of 4[Toyota Motor Finance
      (Netherlands) B.V.]
      [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
      Credit Corporation] (the Issuer).  References herein
      to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out in Appendix A to the Agency Agreement
      (as defined below) as modified and supplemented by Part A of the Final Terms
      (which are reproduced on the reverse hereof) and, in the event of any conflict
      between the provisions of the Conditions and the information set out in the
      Final Terms, the latter shall prevail.  Words and expressions defined
      in the Conditions and the Final Terms and not otherwise defined herein shall
      have the same meanings when used in this Definitive Bearer Note.

     

    This
      Note
      is issued subject to, and with the benefit of, the Conditions and the Agency
      Agreement dated 28 September 2007 (the Agency Agreement, which
      expression shall be construed as a reference to that agreement as the same
      may
      be amended or supplemented from time to time), between Toyota Motor Finance
      (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited
      and Toyota Motor Credit Corporation, The Bank of New York (the
Agent) and the other agents named therein; provided, however,
      that references to the Conditions shall mean the Conditions in effect on the
      date of issue of the Temporary Global Note that originally represented this
      Note.

     

    For
      value
      received, the Issuer, subject to and in accordance with the Conditions, promises
      to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
      in instalments) and on the Maturity Date, and/or on such earlier date(s) as
      this
      Note may become due and repayable in accordance with the Conditions, the amount
      payable under the Conditions in respect of this Note on each such date and
      to
      pay interest (if any) on this Note calculated and payable as provided in the
      Conditions together with any other sums payable under the
      Conditions.

     

    5[For
      the purposes only of the Interest Act
      (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
      which is equivalent to the Fixed Rate of Interest per annum, computed on the
      basis of a year of 360 days consisting of 12 months of 30 days each, for any
      period of less than one year may be calculated by multiplying the Fixed Rate
      of
      Interest by a fraction of which: (a) the numerator is the product of (i) the
      actual number of days in a year commencing on and including the first day of
      such period and ending on but not including the corresponding day in the next
      calendar year and (ii) the sum of (y) the product of 30 and the number of
      complete months elapsed in such period and (z) the number of days elapsed in
      any
      incomplete month in such period treating all calendar months as having 30 days;
      and (b) the denominator is the product of 360 and the actual number of days
      in
      such period (including the first but excluding the last, such
      day).  For the purposes only of the Interest Act (Canada), in respect
      of Floating Rate Notes the nominal yearly rate of interest which is equivalent
      to the Rate of Interest per annum for any Specified Period (as defined in the
      Final Terms) calculated on the basis of a year of 365 or 360 days may be
      calculated by multiplying such Rate of Interest by a fraction of which the
      numerator is the actual number of days in a year commencing on and including
      the
      first day of such Specified Period and ending on but not including the
      corresponding day in the next calendar year and the denominator is 365 or 360,
      as the case may be.]

     

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

     

    This
      Note
      shall not be validly issued unless authenticated by the Agent.

     

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

     

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

     

    
      	
              Dated

            	
              6[TOYOTA
                MOTOR FINANCE (NETHERLANDS)
                B.V.]

               

            
	 	
              By:  _________________   By:
                _________________

              Authorised
                Signatory                                               Authorised
                Signatory

            
	 	
              [TOYOTA
                CREDIT CANADA INC.]

              [TOYOTA
                FINANCE AUSTRALIA LIMITED]

              [TOYOTA
                MOTOR CREDIT CORPORATION]

            
	 	
              By:  _________________

              Authorised
                Signatory

            


    

    


     

    
      	
              [Authenticated
                by

              The
                Bank of New York]

            	 
	
               

              By:  ________________________

                      Authorised
                Signatory

            	 


    

    [Reverse
      Of Note - Terms And Conditions]

     

    [Terms
      and Conditions to be as set out
      in Appendix A to the Agency Agreement or in such other form as may be agreed
      between the relevant Issuer, the Agent and the relevant
      Purchaser(s)]

     

    [Endorsed
      on or attached to the Terms
      and Conditions is to be the applicable Final Terms]

     

    

      

    

      
      
        	
                4

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

      
      
        	
                5

              	
                Delete
                  if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota
                  Finance
                  Australia Limited or Toyota Motor Credit
                  Corporation.

              


      

       

    

      
      6Delete
        all but the
        relevant Issuer.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B-4


    FORM
      OF COUPON

     


     

    (Face
      of
      Coupon)

     

    1[TOYOTA
      MOTOR FINANCE (NETHERLANDS)
      B.V.]

     

    [TOYOTA
      CREDIT CANADA INC.]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

     

    (ABN
      48 002 435 181)]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    [Specified
      Currency and Nominal Amount of Series]

     

    NOTES
      DUE [Year of Maturity]

     

    Series
      No.                      [         ]

     

    Part
      A

     

    [For
      Fixed Rate Notes:

     

    
      	
              This
                Coupon is payable to bearer, separately negotiable and subject to
                the
                

              Terms
                and Conditions of the said Notes to which it appertains.]

            	
              Coupon
                No. [         ]

              Coupon
                for [         ]

              due
                on [         ]

              [20[       ]]

            


    

    Part
      B

     

    [For
      Floating Rate, Dual Currency and Index Linked Interest
      Notes:

     

    
      	
              Coupon
                for the amount due in accordance with the Terms and Conditions of
                the
                

              Notes
                to which it appertains.  This Coupon is payable to bearer,
                separately 

              negotiable
                and subject to such Terms and Conditions, under which it may 

              become
                void before its due date.]

            	
              Coupon
                No. [         ]

              Coupon
                due in
                [         ]

              [20[       ]]

            


    

    


     

    ANY
      UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
      STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
      UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
      165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.2

     

    (Reverse
      of Coupon)

     

    AGENT

     

    The
      Bank
      of New York

     

    One
      Canada Square

     

    Canary
      Wharf

     

    London
      E14 5AL

     

    PAYING
      AGENT

     

    The
      Bank
      of New York (Luxembourg) S.A.

     

    Aerogolf
      Center

    1A,
      Hoehenhof

     

    L-1736
      Senningerberg

    Luxembourg

     

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

     

    

      

    

      
      
        	
                1

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

      
      
        	
                2

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

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B-5

     

    FORM
      OF RECEIPT

     

    (On
      the
      front)

     

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

     

    2[TOYOTA
      MOTOR FINANCE (NETHERLANDS)
      B.V.]

    [TOYOTA
      CREDIT CANADA INC.]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

    (ABN
      48 002 435 181)]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    [Specified
      Currency and Nominal Amount of Series]

    NOTES
      DUE [Year of Maturity]

     

    Series
      No.                      [         ]

     

    Receipt
      for the sum of [        ] being the
      instalment of principal payable in accordance with the Terms and Conditions
      endorsed on the Note to which this Receipt appertains (the “Conditions”) on
      [           ].

     

    This
      Receipt is issued subject to and in accordance with the Conditions which shall
      be binding upon the holder of this Receipt (whether or not it is for the time
      being attached to such Note) and is payable at the specified office of any
      of
      the Paying Agents set out on the reverse of the Note to which this Receipt
      appertains (and/or any other or further Paying Agents and/or specified offices
      as may from time to time be duly appointed and notified to the
      Noteholders).

     

    

      

    

      
      
        	
                1

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

              


      

       

    

      
      
        	
                2

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	 	
              3[TOYOTA
                MOTOR FINANCE (NETHERLANDS)
                B.V.]

               

            
	 	
              By:  _________________                                                      By:  _________________

              Authorised
                Signatory                                                      Authorised
                Signatory

            
	 	
              [TOYOTA
                CREDIT CANADA INC.]

              [TOYOTA
                FINANCE AUSTRALIA LIMITED]

              [TOYOTA
                MOTOR CREDIT CORPORATION]

            
	 	
              By:  _________________

              Authorised
                Signatory

            


    

    


     

    

      

    

      
      3Delete
        all but the
        relevant Issuer.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (Reverse
      of Receipt)

     

    AGENT

     

    The
      Bank
      of New York

     

    One
      Canada Square

     

    Canary
      Wharf

     

    London
      E14 5AL

     

    PAYING
      AGENT

     

    The
      Bank
      of New York (Luxembourg) S.A.

     

    Aerogolf
      Center

     

    1A,
      Hoehenhof

     

    L-1736
      Senningerberg

     

    Luxembourg

     

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

     

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B-6


    FORM
      OF TALON

     

    (On
      the
      front)

     

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

     

    1[TOYOTA
      MOTOR FINANCE (NETHERLANDS)
      B.V.]

    [TOYOTA
      CREDIT CANADA INC.]

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

    (ABN
      48 002 435 181)]

    [TOYOTA
      MOTOR CREDIT CORPORATION]

    [Specified
      Currency and Nominal Amount of Series]

     

    NOTES
      DUE [Year of Maturity]

     

    Series
      No.                      [         ]

     

    On
      and
      after [          ] further
      Coupons [and a further Talon]2
      appertaining to the Note to which this Talon appertains will be issued at the
      specified office of any of the Paying Agents set out on the reverse hereof
      (and/or any other or further Paying Agents and/or specified offices as may
      from
      time to time be duly appointed and notified to the Noteholders) upon production
      and surrender of this Talon.

     

    This
      Talon may, in certain circumstances, become void under the Terms and Conditions
      endorsed on the Notes to which this Talon appertains.

     

    
      	 	
              [TOYOTA
                MOTOR FINANCE (NETHERLANDS) B.V.]

               

            
	 	
              By:  _________________                                                      By:  _________________

              Authorised
                Signatory                                                      Authorised
                Signatory

            
	 	
              [TOYOTA
                CREDIT CANADA INC.]

              [TOYOTA
                FINANCE AUSTRALIA LIMITED]

              [TOYOTA
                MOTOR CREDIT CORPORATION]

            
	 	
              By:  _________________

              Authorised
                Signatory

            


    

    


     

    

      

    

      
      
        	
                1

              	
                Delete
                  all but the relevant Issuer.

              


      

       

    

      
      
        	
                2

              	
                Not
                  required on last Coupon sheet.

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (Reverse
      of Talon)

     

    AGENT

     

    The
      Bank
      of New York

    One
      Canada Square

    Canary
      Wharf

    London
      E14 5AL

     

    PAYING
      AGENT

     

    The
      Bank
      of New York (Luxembourg) S.A.

    Aerogolf
      Center

    1A,
      Hoehenhof

    L-1736
      Senningerberg

    Luxembourg

     

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

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX C                                

     

    FORM
      OF CALCULATION AGENCY AGREEMENT

     

    Dated
      ____________, 20__

     

    


     

    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.]

    [TOYOTA
      CREDIT CANADA INC.]

    [TOYOTA
      FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    and

     

    


     

    [INSERT
      NAME OF CALCULATION AGENT]

     

    


     

    €40,000,000,000

    EURO
      MEDIUM TERM NOTE PROGRAMME

     

    


     

    CALCULATION
      AGENCY AGREEMENT

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.]

    [TOYOTA
      CREDIT CANADA INC.]

    [TOYOTA
      FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    €40,000,000,000

    EURO
      MEDIUM TERM NOTE PROGRAMME

     

    CALCULATION
      AGENCY AGREEMENT

     

    THIS
      AGREEMENT is made on __________, 20__

     

    BETWEEN:

     

    
      	
              (1)

            	
              [TOYOTA
                MOTOR FINANCE (NETHERLANDS) B.V. of Atrium, Strawinskylaan 3105,
                1077 ZX Amsterdam, The Netherlands (the
                Issuer);]

            


    

     

    [TOYOTA
      CREDIT CANADA INC. of 80 Micro Court, Suite 200, Markham, Ontario L3R
      9Z5, Canada (the Issuer);]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) of
      Level 9, 207 Pacific Highway, St Leonards, NSW 2065, Australia (the
Issuer);]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION of 19001 South Western Avenue, EF12, Torrance,
      California 90501, U.S.A (the Issuer);] and

     

    
      	
              (2)

            	
              [name
                of calculation agent] of [·]
                (the
                Calculation Agent, which expression shall include its
                successor or successors for the time being as calculation agent
                hereunder).

            


    

     

    WHEREAS:

     

    
      	
              A.

            	
              The
                Issuer has entered into the Amended and Restated Programme Agreement
                dated
                28 September 2007 (the Programme Agreement) with Merrill
                Lynch International, Barclays Bank plc, BNP Paribas, Canadian Imperial
                Bank of Commerce, London Branch, Citigroup Global Markets Limited,
                Credit
                Suisse Securities (Europe) Limited, Daiwa Securities SMBC Europe
                Limited,
                Deutsche Bank AG, London branch, Dresdner Bank Aktiengesellschaft,
                Goldman
                Sachs International, HSBC Bank plc, J.P. Morgan Securities Ltd.,
                Mitsubishi UFJ Securities International plc, Mizuho International
                plc,
                Morgan Stanley & Co. International plc, Nomura International plc,
                Royal Bank of Canada Europe Limited, The Toronto-Dominion Bank and
                UBS
                Limited, under which the Issuer, inter alia, may issue Euro
                Medium Term Notes (Notes) with an aggregate nominal
                amount of up to €40,000,000,000 (or its equivalent in other currencies)
                outstanding at any time (including Euro Medium Term Notes issued
                previously under the Euro Medium Term Note Programme provided for
                by the
                Programme Agreement and Euro Medium Term Notes issued prior to 28
                September 2007 by Toyota Motor Credit Corporation under its
                U.S.$30,000,000,000 Euro Medium-Term Note Program last updated on
                28
                September 2006 which remain
                outstanding).

            


    

     

    
      	
              B.

            	
              The
                Notes will be issued subject to, and with the benefit of, the Agency
                Agreement dated 28 September 2007 (the Agency Agreement)
                between, inter alia, the Issuer, The Bank of New York (the
                Agent, which expression shall include its successor
                or
                successors for the time being under the Agency Agreement) and The
                Bank of
                New York (Luxembourg) S.A. (together with the Agent, the Paying
                Agents, which expression shall include any additional or
                successor paying agent appointed under the Agency Agreement and
                Paying Agent shall mean any of the Paying
                Agents).

            


    

     

    NOW
      IT IS HEREBY AGREED that:

     

    (1)           APPOINTMENT
      OF THE CALCULATION AGENT

     

    The
      Issuer hereby appoints [name of calculation agent] as Calculation Agent in
      respect of the Notes listed in the Schedule hereto which are for the time being
      outstanding (the Relevant Notes) for the purposes set out in
      Clause 2 below, all upon terms and conditions hereinafter
      mentioned.  The agreement of the parties that this Agreement is to
      apply to each Series of Relevant Notes shall be evidenced by the manuscript
      annotation and signature in counterpart of the Schedule.

     

    (2)           DUTIES
      OF CALCULATION AGENT

     

    The
      Calculation Agent shall in relation to each series of Relevant Notes (each
      a
Series) perform all the functions and duties imposed on the
      Calculation Agent by the terms and conditions of the relevant Series (the
Conditions). Without limiting the foregoing, the Calculation
      Agent shall calculate, to the extent applicable, the Rate of Interest, Interest
      Amount, Interest Payment Date, principal and all other amounts, rates and dates
      which are required to be determined or calculated under the Conditions for
      the
      Relevant Notes and shall communicate such calculations to the Issuer and the
      Agent as soon as practicable after such calculations are determined, but in
      any
      event, within time periods sufficient to enable the Agent to publish the results
      of such determinations in accordance with the terms of the Agency
      Agreement.  In addition, the Calculation Agent agrees that it will
      provide a copy of all calculations made by it which affect the nominal amount
      outstanding of any Relevant Notes which are identified on the Schedule as being
      New Global Notes to the Agent to the contact details set out in the signature
      page hereof.

     

    (3)           EXPENSES

     

    Except
      as
      provided in Clause 4 below, the Calculation Agent shall bear all expenses
      incurred by it in connection with its said services.

     

    (4)           INDEMNITY

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    (5)           CONDITIONS
      OF APPOINTMENT

     

    
      	
               

            	
              (a)

            	
              In
                acting hereunder in connection with the Relevant Notes, the Calculation
                Agent shall act solely as agent of the Issuer and shall not thereby
                assume
                any obligations towards or relationship of agency or trust for or
                with any
                of the owners or holders of the Relevant Notes or the receipts or
                coupons
                (if any) appertaining thereto (the Receipts and the
                Coupons,
                respectively).

            


    

     

    
      	
               

            	
              (b)

            	
              In
                relation to each Series, the Calculation Agent shall be obliged to
                perform
                such duties and only such duties as are herein and in the Conditions
                specifically set forth and no implied duties or obligations shall
                be read
                into this Agreement or the Conditions against the Calculation Agent
                other
                than the duty to act honestly and in good faith and to exercise the
                diligence of a reasonably prudent agent in comparable
                circumstances.

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

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

            


    

     

    (6)           TERMINATION
      OF APPOINTMENT

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

            	
              Notwithstanding
                the provisions of Subclause 6(a) above, if at any time (i) the Calculation
                Agent becomes incapable of action, or is adjudged bankrupt or insolvent,
                or files a voluntary petition in bankruptcy or makes an assignment
                for the
                benefit of its creditors or consents to the appointment of an
                administrator, liquidator or administrative or other receiver of
                all or a
                substantial part of its property, or if an administrator, liquidator
                or
                administrative or other receiver of it or of all or a substantial
                part of
                its property is appointed, or it admits in writing its inability
                to pay or
                meet its debts as they may become due or suspends payment thereof
                or if
                any order of any court is entered approving any petition filed by
                or
                against it under the provisions of any applicable bankruptcy or insolvency
                law or if any public officer takes charge or control of the Calculation
                Agent or of its property or affairs for the purpose of rehabilitation,
                administration or liquidation or (ii) the Calculation Agent fails
                duly to
                perform any function or duty imposed on it by the Conditions and
                this
                Agreement, the Issuer may forthwith without notice terminate the
                appointment of the Calculation Agent, in which event notice thereof
                shall
                be given to the holders of the Relevant Notes in accordance with
                Condition
                16 of the Relevant Notes as soon as practicable
                thereafter.

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

            	
              Notwithstanding
                the provisions of Subclauses 6(a), 6(b) and 6(d) above, so long as
                any of
                the Relevant Notes is outstanding, the termination of the appointment
                of
                the Calculation Agent (whether by the Issuer or by the resignation
                of the
                Calculation Agent) shall not be effective unless upon the expiry
                of the
                relevant notice a successor Calculation Agent has been appointed.
                The
                Issuer agrees with the Calculation Agent that if, by the day falling
                10
                days before the expiry of any notice under Clause 6(d), the Issuer
                has not
                appointed a replacement Calculation Agent, the Calculation Agent
                shall be
                entitled, on behalf of the Issuer, to appoint as Calculation Agent
                in its
                place an investment bank which the Issuer shall approve (such approval
                not
                to be unnecessarily withheld).

            


    

     

    
      	
               

            	
              (f)

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

            


    

     

    
      	
               

            	
              (g)

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

            


    

     

    
      	
               

            	
              (h)

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

            


    

     

    
      	
               

            	
              (i)

            	
              Upon
                the termination of the appointment of the Calculation Agent, the
                Issuer
                shall use all reasonable endeavours to appoint a further bank or
                investment bank as successor Calculation
                Agent.

            


    

     

    (7)           NOTICES

     

    Any
      notice or communication given hereunder shall be sufficiently given or
      served:

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

            	
              if
                sent by facsimile to the relevant number specified below, shall be
                deemed
                to have been delivered upon transmission provided such transmission
                is
                confirmed when an acknowledgment of receipt is
                received:

            


    

     

    The
      Issuer:

     

    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.

     

    Atrium,
      Strawinskylaan 3105

    1077
      ZX
      Amsterdam

    The
      Netherlands

    Telephone:                                31
      20 406 4444

    Telefax:                      31
      20 406 4555

    Attention:                      Asako
      Sudo]

     

    [TOYOTA
      CREDIT CANADA INC.

    80
      Micro
      Court, Suite 200

    Markham

    Ontario
      L3R 9Z5

    Canada

    Telephone:                 905
      513 8200

    Telefax:                      905
      513 8335

    Attention:                      Executive
      Vice-President]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

    Level
      9,
      207 Pacific Highway

    St
      Leonards

    NSW
      2065

    Australia

    Telephone:                                61
      2 9430 0000

    Telefax:                      61
      2 9430 0913

    Attention:                      Treasurer]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION

    19001
      South Western Avenue EF12

    Torrance

    California
      90501

    USA

    Telephone:                                (310)
      468-4001

    Telefax:                      (310)
      468-6194

    Attention:                      Group
      Vice President, Treasury]

     

    The
      Calculation Agent: ________________________

     

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

     

    (8)           DESCRIPTIVE
      HEADINGS

     

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

     

    (9)           CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

     

    A
      person
      who is not a party to this Agreement has no right by virtue of the Contracts
      (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but
      this does not affect any right or remedy of a third party which exists or is
      available apart from that Act.

     

    (10)           COUNTERPARTS

     

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

     

    (11)           GOVERNING
      LAW

     

    
      	
               

            	
              (1)

            	
              This
                Agreement is governed by, and shall be construed in accordance with,
                the
                laws of England.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Issuer hereby irrevocably agrees for the exclusive benefit of the
                Calculation Agent that the courts of England are to have jurisdiction
                to
                settle any disputes which may arise out of or in connection with
                this
                Agreement and that accordingly any suit, action or proceedings (together
                referred to as Proceedings) arising out of or in
                connection with this Agreement may be brought in such
                courts.  The Issuer hereby irrevocably waives any objection
                which it may have to the laying of the venue of any Proceedings in
                any
                such courts and any claim that any such Proceedings have been brought
                in
                an inconvenient forum and hereby further irrevocably agrees that
                a
                judgment in any Proceedings brought in the English courts shall be
                conclusive and binding upon the Issuer and may be enforced in the
                courts
                of any other jurisdiction.  Nothing contained herein shall limit
                any right to take Proceedings against the Issuer in any other court
                of
                competent jurisdiction, nor shall the taking of Proceedings in one
                or more
                jurisdictions preclude the taking of Proceedings in any other
                jurisdiction, whether concurrently or not.  The Issuer hereby
                appoints Toyota Financial Services (UK) PLC of Great Burgh, Burgh
                Heath,
                Epsom, Surrey KT18 5UZ as its agent for service of process and agrees
                that, in the event of Toyota Financial Services (UK) PLC ceasing
                so to act
                or ceasing to be registered in England, it will appoint another person
                as
                its agent for service of process in England in respect of any
                Proceedings.

            


    

     

    


     

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

     

    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.

     

    By:
      ________________________]

     

    [TOYOTA
      CREDIT CANADA INC.

     

    By:
      ________________________]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED

     

    By:
      ________________________]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION

     

    By:
      ________________________]

     

    [NAME
      OF CALCULATION AGENT]

     

    By:
      ________________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF RELEVANT NOTES

     

    
      	
              Series
                Number

            	
              Issue
                Date

            	
              Maturity
                Date

            	
              Title
                and Nominal Amount

            	
              New
                Global Note

               

              [Yes/No]

            	
              Annotation
                by Calculation Agent/the Issuer

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX D

    FORM
      OF OPERATING AND ADMINISTRATIVE

    PROCEDURES
      MEMORANDUM

     

    The
      aggregate nominal amount of all euro medium term notes (Notes)
      issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,
      Toyota Finance Australia Limited and Toyota Motor Credit Corporation outstanding
      at any time (including Notes issued previously under the Programme and Notes
      issued prior to 28 September 2007 by TMCC under its U.S.$30,000,000,000 Euro
      Medium-Term Note Program last updated on 28 September 2006 which remain
      outstanding) will not exceed €40,000,000,000 or its equivalent in other
      currencies.

     

    The
      documentation of the Programme provides for the issue of Notes denominated
      in
      such currency (subject to any legal or regulatory restrictions) as may be agreed
      between the Issuer (as defined below) and the relevant Purchaser(s) and with
      a
      minimum maturity of one month (subject to certain restrictions as to minimum
      and/or maximum maturities as set out in the Offering Circular (as defined below)
      describing the Programme) and being any of:

     

    
      	
              ●  

            	
              Fixed
                Rates Notes

            


    

     

    
      	
              ●  

            	
              Floating
                Rate Notes

            


    

     

    
      	
              ●  

            	
              Zero
                Coupon Notes

            


    

     

    
      	
              ●  

            	
              Dual
                Currency Notes

            


    

     

    
      	
              ●  

            	
              Index
                Linked Notes

            


    

     

    
      	
              ●  

            	
              Range
                Accrual Notes

            


    

     

    
      	
              ●  

            	
              Instalment
                Notes

            


    

     

    
      	
              ●  

            	
              Partly
                Paid Notes

            


    

     

    
      	
              ●  

            	
              other
                forms of Notes agreed between the relevant Purchaser(s) and the relevant
                Issuer.

            


    

     

    All
      terms
      with initial capitals used herein without definition shall have the meanings
      given to them in the Offering Circular dated 28 September 2007 as supplemented
      or replaced from time to time (the Offering Circular) or, as
      the case may be, in the Programme Agreement dated 28 September 2007 between
      Toyota Motor Finance (Netherlands) B.V. (TMF), Toyota Credit
      Canada Inc. (TCCI), Toyota Finance Australia Limited
      (TFA) and Toyota Motor Credit Corporation
      (TMCC and together with TMF, TCCI and TFA, the
Issuers) and the Dealers named therein as amended,
      supplemented, novated or restated from time to time (the Programme
      Agreement) pursuant to which the Issuers may issue
      Notes.  References herein to Issuer are to TMF, TCCI,
      TFA or TMCC, as the case may be, in its capacity as Issuer of
      Notes.

     

    As
      used
      herein in relation to any Notes which are to have a “listing” or to be “listed”
(i) on the London Stock Exchange, listing and
listed shall be construed to mean that such Notes
      have been
      admitted to the Official List in accordance with the listing rules of the UK
      Listing Authority and admitted to trading on the London Stock Exchange’s Gilt
      Edged and Fixed Interest Market and (ii) on any other Stock Exchange within
      the
      European Economic Area, listing and listed
      shall be construed to mean that the Notes have been admitted to trading on
      a
      market within that jurisdiction which is a regulated market for the purposes
      of
      the Investment Services Directive (Directive 93/22/EEC).

     

    This
      Operating and Administrative Procedures Memorandum applies to Notes issued
      on
      and after 28 September 2007.  The procedures set out in Annex 1 may be
      varied by agreement between the Issuer, the Agent and the relevant Purchaser,
      including to take account of any standardised procedures published by Euroclear
      and/or Clearstream, Luxembourg (together, the ICSDs) and/or the
      International Capital Markets Securities Association (ICMSA) and/or the
      International Capital Market Association (ICMA).  The timings set out
      in these procedures represent optimum timings to ensure a smooth settlement
      process.  Each of the ICSDs has its own published deadlines for taking
      certain of the actions described herein (which may be later than the timings
      described herein).  The Issuer, the Agent, the relevant Purchaser, and
      the common depositary, or common service provider and common safekeeper, as
      the
      case may be, may agree to vary the timings described herein subject to
      compliance with such deadlines.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OPERATING
      PROCEDURES

     

    Purchasers
      must confirm all trades directly with the Issuer and the Agent.

     

    1.           RESPONSIBILITIES
      OF THE AGENT

     

    The
      Agent
      will, in addition to the responsibilities in relation to settlement described
      in
      Annex A, be responsible for the following:

     

    
      	
               

            	
              (1)

            	
              in
                the case of Notes which are to be listed on a stock exchange (the
                relevant Stock Exchange), distributing to the relevant
                Stock Exchange and any other relevant authority such number of copies
                of
                the Final Terms as they may reasonably require;
                and

            


    

     

    
      	
               

            	
              (2)

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

            


    

     

    
      	
              2.

            	
              RESPONSIBILITIES
                OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/
                DEALER

            


    

     

    
      	
               

            	
              (1)

            	
              The
                Lead Manager/Dealer/other Purchaser shall be responsible for preparing
                the
                applicable Final Terms (substantially in the form of either Part
                A or Part
                B of Annex B hereto) to the Prospectus giving details of the Notes
                to be
                issued.

            


    

     

    
      	
               

            	
              (2)

            	
              In
                the case of Notes to be listed on a relevant Stock Exchange, the
                Listing
                Agent/Arranger or Lead Manager will be responsible for ensuring compliance
                with the Prospectus Rules (if applicable) and the Listing Rules and
                obtaining all necessary approvals for listing the Notes on the relevant
                Stock Exchange.  The Issuer recognises with respect to this
                Clause 2(2) its continuing obligation so long as any Notes under
                the
                Programme are outstanding to apprise the applicable Dealers of any
                material adverse change in its (consolidated, if applicable) financial
                position or its business
                operations.

            


    

     

    3.           RESPONSIBILITIES
      OF THE ISSUER

     

    The
      Issuer shall execute and deliver the Final Terms to the Agent and the Lead
      Manager/Dealer/other Purchaser.

     

    4.           SETTLEMENT

     

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

     

    Settlement
      procedures for an issue of Registered Notes are set out in the Note Agency
      Agreement.

     

    Trading
      Desk Information list is set out in Annex E.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      A TO APPENDIX D

     

    SETTLEMENT
      PROCEDURES

     

    
      
        The
          procedures set out below have been discussed and
          agreed by the ICSDs, representatives of ICMA and representatives of
          ICMSA.  It is recommended that these procedures are adopted without
          material amendment to facilitate standardisation in the market and a smooth
          closing procedure. ****

         

        
 

      

    

    Times
      set out below are London times and represent the latest time for taking the
      action concerned. It is recommended that where possible the action concerned
      is
      taken in advance of these times.

     

    
      	
              Day

            	
              Latest
                time

            	
              Action

            
	
              No
                later than Issue Date 

              minus
                2

            	
              5:00
                p.m.

            	
              The
                Issuer or its designated agent may agree to terms with one or more
                of the
                Purchasers for the issue and purchase of Notes.  The relevant
                Purchaser instructs the Agent to obtain a common code and ISIN or,
                if
                relevant, a temporary common code and ISIN for the Notes from one
                of the
                ICSDs.

            
	
              Issue
                Date minus 2

            	
              5:00
                p.m.

            	
              If
                a Purchaser has reached agreement with the Issuer by telephone, the
                Purchaser confirms the terms of the agreement to the Issuer (substantially
                in the form of Annex C) attaching a copy of the applicable Final
                Terms
                (substantially in the form set out in Annex B) by electronic
                communication.  The Purchaser sends a copy of that electronic
                communication to the Agent for communication.

            
	 	 	
              The
                Issuer confirms its agreement to the terms on which the issue of
                Notes is
                to be made (including the form of the Final Terms) by signing and
                returning a copy of the Final Terms to the relevant Purchaser and
                the
                Agent.  The details set out in the signed Final Terms shall be
                conclusive evidence of the agreement (save in the case of manifest
                error)
                and shall be binding on the parties accordingly.  The Issuer
                also confirms its instructions to the Agent (substantially in the
                form set
                out in Annex D) (including, in the case of Floating Rate Notes, for
                the
                purposes of rate fixing) to carry out the duties to be carried out
                by the
                Agent under these Settlement Procedures and the Agency Agreement
                including
                preparing and authenticating either (a) a Temporary Global Note for
                the
                Tranche of Notes which is to be purchased and, in the case of the
                first
                Tranche of a Series, where the applicable Final Terms do not specify
                that
                the Temporary Global Note is to be exchangeable only for Notes in
                definitive form, a Permanent Global Note for the Series; or (b) if
                so
                specified in the applicable Final Terms, a Permanent Global Note,
                in each
                case giving details of the Notes.

            
	 	 	
              In
                the case of Floating Rate Notes, the Agent notifies the ICSDs, the
                Issuer,
                (if applicable) the relevant Stock Exchange and any other relevant
                authority and the relevant Purchaser of the Rate of Interest for
                the first
                Interest Period (if already determined).  Where the Rate of
                Interest has not yet been determined, this will be notified in accordance
                with this paragraph as soon as it has been determined.

            
	 	 	
              If
                the Issuer has agreed with two or more Purchasers to issue Notes
                on a
                syndicated basis, it is to enter into an agreement with such Purchasers
                in
                the form or substantially the form set out in Appendix 5 to the Programme
                Agreement.

            
	
              No
                later than Issue Date

               minus
                1

            	
              2:00
                p.m.

            	
              In
                the case of Notes which are to be listed on a Stock Exchange or publicly
                offered in a European Economic Area Member State, the Agent also
                notifies
                the Stock Exchange and/or any other relevant authority, as the case
                may
                be, by electronic communication or by hand of the details of the
                Notes to
                be issued by sending the applicable Final Terms to the Stock Exchange
                and/or any other relevant authority, as the case may
                be.

            
	
              Issue
                Date minus 1

            	
              10:00
                a.m. (for prior day currencies1)

            	
              The
                relevant Purchaser and the Agent give settlement instructions to
                the
                relevant ICSD(s) to effect the payment of the purchase price, against
                delivery of the Notes, to the Agent’s account with the relevant ICSD(s) on
                the Issue Date.

            
	 	
              12.00
                noon (for other currencies)

            	
              The
                parties (which for this purpose shall include the Agent) may agree
                to
                arrange for “free delivery” to be made through the relevant ICSD(s) if
                specified in the applicable Final Terms, in which case these Settlement
                Procedures will be amended accordingly.

            
	
              Issue
                Date minus 1

            	
              ICSD
                deadlines for the relevant currency

            	
              For
                prior day currencies, the Agent instructs the relevant ICSD(s) to
                debit
                its account and pay for value on the Issue Date the aggregate purchase
                monies received by it to the account of the Issuer previously notified
                to
                the Agent for the purpose.

            
	
              Issue
                Date minus 1

            	
              3.00
                p.m.

            	
              The
                Agent prepares and authenticates a Global Note for each Tranche of
                Notes
                which is to be purchased and, where required as specified above,
                a
                Permanent Global Note in respect of the relevant Series, in each
                case
                attaching the applicable Final Terms.

            
	 	 	
              Each
                Global Note which is a CGN is then delivered by the Agent to the
                Common
                Depositary.  Each Global Note which is a New Global Note is then
                delivered by the Agent to the common safekeeper, together (if applicable)
                with an effectuation instruction.  In the event that the common
                service provider and the common safekeeper are not the same entity,
                the
                Agent should also deliver the applicable Final Terms to the common
                service
                provider.

            
	 	 	
              For
                securities in New Global Note form, the Agent then instructs the
                mark up
                of the issue outstanding amount of the Global Note to the ICSDs through
                the common service provider.

            
	
              Issue
                Date minus 1

            	
              5.00
                p.m.

            	
              The
                conditions of issue in the Programme Agreement are satisfied and/or
                waived.

            
	 	 	
              In
                the case of each Global Note which is a New Global Note, the common
                safekeeper confirms deposit and effectuation (if applicable)2 of the Global Note to
                the Agent, the
                common service provider and the ICSDs.

            
	
              Issue
                Date minus 1

            	
              6.00
                p.m.

            	
              In
                the case of each Global Note which is a CGN, the Common Depositary
                confirms deposit of the Global Note to the Agent and the
                ICSDs.

            
	 	 	
              In
                the case of each Global Note which is a New Global Note, the common
                service provider relays the Agent’s instruction to mark up the issue
                outstanding amount of the Global Note to the ICSDs.

            
	
              Issue
                Date

            	
              According
                to ICSD settlement procedures

            	
              The
                ICSDs debit and credit accounts in accordance with instructions received
                from the Agent and the relevant Purchaser.

            
	
              Issue
                Date

            	
              ICSD
                deadlines for the relevant currency

            	
              For
                non-prior day currencies, the Agent instructs the relevant ICSD(s)
                to
                debit its account and pay for value on the Issue Date the aggregate
                purchase moneys received by it to the account of the Issuer previously
                notified to the Agent for the purpose.

            
	
              Issue
                Date

            	
              5.00
                p.m.

            	
              The
                Agent forwards a copy of the signed Final Terms to each
                ICSD.

            
	
              On
                or subsequent to 

              the
                Issue Date

            	 	
              The
                Agent notifies the Issuer immediately in the event that a Purchaser
                does
                not pay the purchase price due from it in respect of a
                Note.

            
	 	 	
              The
                Agent notifies the Issuer of the issue of Notes giving details of
                the
                Global Note(s) and the nominal amount represented
                thereby.

            
	 	 	
              The
                Agent confirms the issue of Notes to the relevant Stock Exchange
                and any
                other relevant authority.

            
	 	 	
              The
                relevant Purchaser promptly notifies the Agent that the distribution
                of
                the Notes purchased by it has been completed.  The Agent
                promptly notifies the Issuer, the relevant Purchaser and the ICSDs
                of the
                Exchange Date with respect to the relevant Tranche of
                Notes.

            


    

    
      
        	
                ****

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

              


      


      1The
        most common
        prior day currencies are Australian dollars (AUD), Hong Kong dollars (HKD),
        Japanese yen (JPY) and New Zealand dollars (NZD) but other currencies in
        similar
        time zones may also be prior day currencies.  The parties should
        establish whether or not a particular currency is a prior day currency as
        soon
        as possible.

        
        2This
          assumes that an
          effectuation authorisation has been delivered by the Issuer to the common
          safekeeper (i.e. Euroclear or Clearstream, Luxembourg) at the update of
          the
          programme.  If this is not the case, such an authorisation should be
          delivered at least 2 business days prior to the closing of the first issue
          of
          Eurosystem-eligible New Global Notes under the
          Programme.

      

    

     

    Explanatory
      Notes to Settlement Procedures

     

    
      	
              (a)

            	
              Each
                Day is a day on which banks and foreign exchange markets
                are open for general business in London (including dealings in foreign
                exchange and foreign currency deposits), counted in reverse order
                from the
                proposed Issue Date.

            


    

     

    
      	
              (b)

            	
              The
                Issue Date must be a Business Day.  For the
                purposes of this Memorandum, Business Day means a day
                which is:

            


    

     

    
      	
               

            	
              (1)

            	
              a
                day on which commercial banks and foreign exchange markets settle
                payments
                and are open for general business (including dealings in foreign
                exchange
                and foreign currency deposits) in London and any other place specified
                in
                the applicable Final Terms as an Applicable Business
                Centre;

            


    

     

    
      	
               

            	
              (2)

            	
              either
                (i) in relation to Notes denominated in a Specified Currency other
                than
                euro, a day on which commercial banks and foreign exchange markets
                settle
                payments and are open for general business (including dealings in
                foreign
                exchange and foreign currency deposits) in the principal financial
                centre
                of the country of the relevant Specified Currency (if other than
                London
                and any other Applicable Business Centre specified in the applicable
                Final
                Terms); or (ii) in relation to Notes denominated in euro, a day on
                which
                the TARGET system is open.  Unless provided otherwise in the
                applicable Final Terms, the principal financial centre of any country
                shall be as provided in the ISDA Definitions (except in the case
                of
                Australia and New Zealand, where the principal financial centre will
                be
                Sydney or Auckland, respectively);
                and

            


    

     

    
      	
               

            	
              (3)

            	
              a
                day on which the ICSDs and any other relevant clearing system is
                open for
                general business.

            


    

     

    
      	
              (c)

            	
              Times
                given can be modified upon the mutual agreement of the Purchaser,
                the
                Agent and the Issuer.

            


    

     

    
      	
              (d)

            	
              If
                at any time the Agent is notified by the Issuer or the relevant Stock
                Exchange that the listing of a Series of Notes has been refused or
                otherwise will not take place, the Agent shall immediately notify
                the
                Issuer, the Dealer and all the relevant Purchaser(s) (if not the
                Dealer).

            


    

     

    
      	
              (e)

            	
              If
                any final terms or information to be included in the applicable Final
                Terms constitute “significant new factors” and consequently trigger the
                need for a supplement to the Offering Circular under Article 16 of
                the
                Prospectus Directive the timings outlined above will change as the
                Final
                Terms will need to be approved by the relevant authority as a supplement,
                which can take up to seven working
                days.

            


    

     

    
      	
              (f)

            	
              Where
                a clearing system other than Euroclear or Clearstream, Luxembourg
                are used
                for an issue, references to the ICSDs shall be interpreted
                accordingly.

            


    

     

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ANNEX
      B TO APPENDIX D

     

    FORM
      OF FINAL TERMS

     

    Part
      A

     

    FORM
      OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF AT
      LEAST €50,000 (OR EQUIVALENT) TO BE ADMITTED TO TRADING ON AN EEA REGULATED
      MARKET

     

    Final
      Terms

     

    Dated
      [         ]

     

    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.]

    [TOYOTA
      CREDIT CANADA INC.]

    [TOYOTA
      FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

    [TOYOTA
      MOTOR CREDIT CORPORATION]

    Issue
      of [Aggregate Nominal Amount of Tranche] [Title of Notes]

     

    under
      the €40,000,000,000

    Euro
      Medium Term Note Programme

    PART
      A – CONTRACTUAL TERMS

     

    Terms
      used herein shall be deemed to be
      defined as such for the purposes of the Conditions set forth under “Terms
      and Conditions of the Notes” in the Prospectus dated 28th September, 2007
      [and the Supplementary Prospectus dated
      [         ]](1)  which
      [together] constitute[s] a base prospectus for the purposes of the Prospectus
      Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This
      document constitutes the Final Terms of the Notes described herein for the
      purposes of Article 5.4 of the Prospectus Directive and must be read in
      conjunction with such Prospectus [as so supplemented], including all documents
      incorporated by reference therein.  Full information on the Issuer and
      the offer of the Notes is only available on the basis of the combination of
      these Final Terms and the Prospectus [as so supplemented].  The
      Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing
      and copies may be obtained from the principal office in London, England of
      The
      Bank of New York, the issuing and principal paying agent for the Notes, at
      One
      Canada Square, London E14 5AL and at www.londonstockexchange.com.(2)

     

    [Include
      whichever of the following apply or specify as “Not Applicable”. Note that the
      numbering should remain as set out below, even if “Not Applicable” is indicated
      for individual paragraphs or sub-paragraphs. Italics denote guidance for
      completing the Final Terms.]

     

    [When
      completing any Final Terms, or adding any other final terms or information,
      consideration should be given as to whether such terms or information constitute
      “significant new factors” and consequently trigger the need for a supplement to
      the Prospectus under Article 16 of the Prospectus Directive.]

     

    
      	
              1.

            	
              (i)

            	
              Issuer:

            	
              [         ]
                (the “Issuer”)

            	 
	 	
              (ii)

            	
              Credit
                Support Providers

            	
              Toyota
                Motor Corporation

              Toyota
                Financial Services Corporation

            	 
	
              2.

            	
              [(i)]

            	
              Series
                Number:

            	
              [         ]

            	 
	 	
              [(ii)]

            	
              Tranche
                Number:

            	
              [Delete
                if not applicable]

            	 
	 	
              (If
                fungible with an existing Series, details of that Series, including
                the
                date on which the Notes become fungible)

            	 	 
	
              3.

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

            	
              [         ]

            	 
	
              4.

            	
              Aggregate
                Nominal Amount of Notes:

            	
              [         ]

            	 
	 	
              [(i)]

            	
              Series:

            	
              [         ]
                [Delete if not applicable]

            	 
	 	
              [(ii)]

            	
              Tranche:

            	
              [         ]
                [Delete if not applicable]

            	 
	
              5.

            	
              Issue
                Price :

            	
              [         ]
                per cent. of the Aggregate Nominal Amount of Notes [plus accrued
                interest
                from [insert date] (in the case of fungible issues
                only, if applicable)]

            	 
	
              6.

            	
              (i)

            	
              Specified
                Denominations:

            	
              [         ]
                (3)

              [         ]

            	 
	 	 	 	
              (If
                the specified denomination is expressed to be €50,000 or its equivalent
                and multiples of a lower nominal amount (e.g. €1,000) insert the following
                sample wording:

            	 
	 	 	 	
              “€50,000
                and integral multiples of [€1,000] in excess thereof up to and including
                [€99,000].  No Notes in definitive form will be issued with a
                denomination above [€99,000].”)

              N.B.
                Notes with “€50,000 + €1,000” denominations cannot be issued by
                TMCC.

            	 
	 	 	 	
              (N.B.
                If an issue of Notes is: (i) NOT admitted to trading on an European
                Economic Area exchange; and (ii) only offered in the EEA in circumstances
                where a prospectus is not required to be published under the Prospectus
                Directive the €50,000 minimum denomination is not
                required.)

            	 
	 	 	 	
              (N.B.  With
                respect to Notes with maturities at issuance of 183 days or
                less:  if relying on United States Treasury Regulation section
                1.6049-5(b)(10) to avoid withholding tax and reporting requirements,
                the
                face amount or principal amount must be the equivalent to or greater
                than
                U.S.$500,000, as determined on the spot rate on the date of
                issuance.)

            	 
	 	
              (ii)

            	
              Calculation
                Amount:

            	
              [         ]

            	 
	 	 	 	
              (If
                there is only one Specified Denomination, insert the Specified
                Denomination.

            	 
	 	 	 	
              If
                there is more than one Specified Denomination (e.g. Specified
                Denominations of €50,000 and multiples of €1,000),
                insert the highest common factor of those Specified Denominations.
                N.B.
                there must be a common factor in the case of two or more Specified
                Denominations)

              N.B.
                Notes with “€50,000 + €1,000” denominations cannot be issued by
                TMCC

            	 
	
              7.

            	
              (i)

            	
              Issue
                Date:

            	
              [         ]

            	 
	 	
              (ii)

            	
              Interest
                Commencement Date:

            	
              [Specify:
                Issue Date/Not Applicable]

            	 
	
              8.

            	
              Maturity
                Date:

            	
              [Specify
                date or (for Floating Rate Notes) Interest Payment Date falling in
                or nearest to the relevant month and year]

            	 
	
              9.

            	
              Interest
                Basis

            	
              [[         ]
                per cent. Fixed Rate]

              [[Specify
                reference rate]
                +/–  [         ]
                per cent. Floating Rate]

              [Zero
                Coupon]

              [Index
                Linked Interest]

              [Range
                Accrual Interest]

              [Dual
                Currency Interest]

              [Other
                (specify)]

              (further
                particulars specified below)

            	 
	
              10.

            	
              Redemption/Payment
                Basis:
                (4)

            	
              [Redemption
                at par]

              [Index
                Linked Redemption]

              [Dual
                Currency]

              [Partly
                Paid]

              [Instalment]

              [Other
                (specify)]

            	 
	
              11.

            	
              Change
                of Interest Basis or Redemption/Payment Basis

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

            	 
	
              12.

            	
              Investor
                Put/Issuer Call Options:

            	
              [Investor
                Put Option]

              [Issuer
                Call Option]

              [(further
                particulars specified below)]

              [Not
                Applicable]

            	 
	
              13.

            	
              (i)

            	
              Status
                of the Notes:

            	
              Senior

            	 
	 	
              (ii)

            	
              Nature
                of the Credit Support:

            	
              See
                “Relationship of TFS and the Issuers with the Parent” in the
                Prospectus dated 28th  September, 2007

            	 
	 	
              (iii)

            	
              [Date
                [Board] approval for issuance of Notes obtained:]

            	
              [See  “General
                Information—Authorisation” section of the Prospectus dated
                28th  September, 2007 for the relevant board approval dates for
                the Programme]

            	 
	 	 	 	
              (Where
                Board (or similar) authorisation is required for the particular tranche
                of
                Notes or related Credit Support)
                [         ] [and
                [         ],
                respectively]

            	 
	
              14.

            	
              Method
                of distribution:

            	
              [Syndicated/Non-syndicated]

            	 
	
              PROVISIONS
                RELATING TO INTEREST (IF ANY) PAYABLE

            	 
	
               

              15.

            	
               

              Fixed
                Rate Note Provisions

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Fixed
                Rate[(s)] of Interest:

            	
              [          ]
                per cent. per annum [payable
                [annually/semi-annually/quarterly/monthly/other (specify)] in
                arrear on each Interest Payment Date]

            	 
	 	
              (ii)

            	
              Interest
                Payment Date(s):

            	
              [         ]
                in each year, commencing on
                [         ], to and
                [         ] [adjusted in
                accordance with [specify Business Day Convention and any Applicable
                Business Centre(s) for the definition of “Business
                Day”]/not adjusted]

            	 
	 	
              (iii)

            	
              Fixed
                Coupon Amount[(s)]:

              (Applicable
                to Notes in definitive form or “Uridashi
                Notes”)

            	
              [         ]
                per Calculation Amount payable
                [annually/semi-annually/quarterly/monthly]

              [N.B.
                If Uridashi Notes specify “This Fixed Coupon Amount applies if
                the Fixed Rate Notes are represented by a global Note or are in
                definitive form”]

            	 
	 	
              (iv)

            	
              Broken
                Amount(s):

              (Applicable
                to Notes in definitive form or “Uridashi
                Notes”)

            	
              [         ]
                per Calculation Amount  payable on the Interest Payment Date
                falling [in/on]
                [         ]

              [Insert
                particulars of any initial or final broken interest amounts which
                do not correspond with the Fixed Coupon Amount[(s)]

              [N.B.
                If Uridashi Notes specify “This Broken Amount applies if the
                Fixed Rate Notes are represented by a global Note or are in definitive
                form”]

            	 
	 	
              (v)

            	
              Fixed
                Day Count Fraction:

            	
              [30/360]
                or [Actual/Actual (ICMA/ISDA)] or [Actual/360] or [30E/360] or [Eurobond
                Basis] or [other (specify)]

            	 
	 	
              (vi)

            	
              Determination
                Date(s):

            	
              [         ]
                in each year (insert regular interest payment dates, ignoring issue
                date or maturity date in the case of a long or short first or
                last coupon. (N.B. This will need to be amended in the case of regular
                interest periods which are not of equal duration.) N.B. Only
                relevant where the Fixed  Day Count Fraction is Actual/Actual
                (ICMA))

              [Not
                Applicable]

            	 
	 	
              (vii)

            	
              Other
                terms relating to the method of calculating interest for Fixed Rate
                Notes:

            	
              [Not
                Applicable/give details]

            	 
	
               

              16.

            	
               

              Floating
                Rate Note Provisions

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Specified
                Period(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Specified
                Interest Payment Dates:

            	
              [         ]

            	 
	 	
              (iii)

            	
              First
                Interest Payment Date:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Business
                Day Convention:

            	
              [Floating
                Rate Convention/Following Business

              Day
                Convention/Modified Following Business

              Day
                Convention/Preceding Business Day

              Convention/other
                (give details)]

            	 
	 	
              (v)

            	
              Applicable
                Business Centre(s) for purposes of “Business Day”
                definition:

            	
              [London/specify
                others]

            	 
	 	
              (vi)

            	
              Manner
                in which the Rate(s) of Interest and Interest Amount(s) is/are to
                be
                determined:

            	
              [Screen
                Rate Determination/ISDA Determination/other (give details
                – e.g. Range Accrual Notes)]

            	 
	 	
              (vii)

            	
              Party
                responsible for calculating the Rate(s) of Interest and Interest
                Amount(s)
                (if not the Agent):

            	
              [         ]

            	 
	 	
              (viii)

            	
              Screen
                Rate Determination:

            	 	 
	 	 	
              -
                Reference Rate:

            	
              [         ]

              (Either
                LIBOR, EURIBOR or other, although additional information may be required
                if other – including any amendment to fallback
                provisions in Condition 4(b)(iv))

            	 
	 	 	
              -
                Interest Determination Date(s):

            	
              [Same
                as Condition 4(b)(iv)(F)/specify other]

            	 
	 	 	
              -
                Relevant Screen Page:

            	
              [         ]

            	 
	 	 	 	
              (In
                the case of EURIBOR, if not Reuters Page EURIBOR01, ensure it is
                a page
                which shows a composite rate)

            	 
	 	
              (ix)

            	
              ISDA
                Determination:

            	 	 
	 	 	
              -
                Floating Rate Option:

            	
              [         ]

            	 
	 	 	
              -
                Designated Maturity:

            	
              [         ]

            	 
	 	 	
              -
                Reset Date:

            	
              [         ]

            	 
	 	
              (x)

            	
              Margin(s):

            	
              [+/-][        ]
                per cent. per annum

            	 
	 	
              (xi)

            	
              Minimum
                Rate of Interest:

            	
              [         ]
                per cent. per annum

            	 
	 	
              (xii)

            	
              Maximum
                Rate of Interest

            	
              [         ]
                per cent. per annum

            	 
	 	
              (xiii)

            	
              Day
                Count Fraction:

            	
              [Actual/365

              Actual
                365 (Fixed)

              Actual/365
                (Sterling)

              Actual/360

              30/360,
                360/360, Bond Basis

              30E/360

              Other]

              (See
                Condition 4(b)(vi) for alternatives)

            	 
	 	
              (xiv)

            	
              Fall
                back provisions, rounding provisions, and any other terms relating
                to the
                method of calculating interest on Floating Rate Notes, including
                if
                different from those set out in the Conditions:

            	
              [         ]

              (Give
                details.  For example, if the Interest Period(s) shall be
                adjusted/unadjusted)

              [N.B.
                If Uridashi Notes or if  calculation on a “per
                denomination” basis is required for other reasons, specify
                “While the Floating Rate Notes are represented by a global
                Note,
                for each relevant Interest Period, apply the Rate of Interest to
                the
                Calculation Amount pursuant to Condition
                4(b)(vi)(C)”]

            	 
	
               

              17.

            	
               

              Zero
                Coupon Note Provisions

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Accrual
                Yield:

            	
              [         ]
                per cent. per annum

            	 
	 	
              (ii)

            	
              Reference
                Price:

            	
              [         ]

            	 
	 	
              (iii)

            	
              Any
                other formula/basis of determining amount payable:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Business
                Day Convention:

            	
              [Following
                Business Day Convention/ Modified Following Business Day
                Convention/specify other]

            	 
	 	
              (v)

            	
              Applicable
                Business Centres for purposes of “Business Day”
Definition:

            	
              [London/specify
                others]

            	 
	 	
              (vi)

            	
              Party
                responsible for calculating the amount due (if not the
                Agent):

            	
              [         ]

            	 
	
               

              18.

            	
               

              Index
                Linked Interest Note/other variable-linked interest Note
                Provisions(4)

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Index/Formula/other
                variable:

            	
              [give
                or annex details]

            	 
	 	
              (ii)

            	
              Party
                responsible for calculating the principal and/or interest
                due  (if not the Agent):

            	
              [         ]

            	 
	 	
              (iii)

            	
              Provisions
                for determining Coupon where calculated by reference to Index and/or
                Formula and/or other variable:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Interest
                Determination Date(s):

            	
              [         ]

            	 
	 	
              (v)

            	
              Provisions
                for determining Coupon where calculation by reference to Index and/or
                Formula and/or other variable is impossible or impracticable or otherwise
                disrupted:

            	
              [Include
                a description of market disruption or settlement disruption events
                and
                adjustment provisions, if applicable]

            	 
	 	
              (vi)

            	
              Interest
                Period(s) or other calculation period(s):

            	
              [         ]

              [N.B.
                If Uridashi Notes specify “While the Floating Rate Notes are
                represented by a global Note, for each relevant Interest Period,
                apply the
                Rate of Interest to the Calculation Amount pursuant to Condition
                4(b)(vi)(C)”]

            	 
	 	
              (vii)

            	
              Determination
                Date(s):

            	
              [give
                or annex details]

            	 
	 	
              (viii)

            	
              Business
                Day Convention:

            	
              [Floating
                Rate Convention/Following Business Day Convention/Modified Following
                Business Day Convention/Preceding Business Day Convention/other (give
                details)]

            
	 	
              (ix)

            	
              Applicable
                Business Centre(s) for purposes of “Business Day”
                Definition

            	
              [London/specify
                others]

            
	 	
              (x)

            	
              Minimum
                Rate of Interest/ Interest Amount:

            	
              [         ]
                per cent. per annum

            
	 	
              (xi)

            	
              Maximum
                Rate of Interest/ Interest Amount:

            	
              [         ]
                per cent. per annum

            
	 	
              (xii)

            	
              Day
                Count Fraction:

            	
              [         ]

            
	
              19.

            	
              Dual
                Currency Note Provisions(4)

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Rate
                of Exchange/method of calculating Rate of Exchange:

            	
              [give
                or annex details]

            	 
	 	
              (ii)

            	
              Party,
                if any, responsible for calculating the principal and/or interest
                due (if
                not the Agent):

            	
              [         ]

            	 
	 	
              (iii)

            	
              Provisions
                applicable where calculation by reference to Rate of Exchange is
                impossible or impracticable:

            	
              [         ]

            	 
	 	
              (iv)

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

            	
              [         ]

            	 
	 	
              (v)

            	
              Determination
                Date(s):

            	
              [give
                or annex details]

            	 
	
              PROVISIONS
                RELATING TO REDEMPTION

            	 
	
               

              20.

            	
               

              Issuer
                Call Option

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Optional
                Redemption Date(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Optional
                Redemption Amount(s) of each Note and method, if any, of calculation
                of
                such amount(s):

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (iii)

            	
              If
                redeemable in part:

            	 	 
	 	 	
              (a)Minimum
                Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	 	 	
              (b)Maximum
                Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (iv)

            	
              The
                applicable  period of notice to Noteholders (if different from
                that set out in the Conditions):(5)

            	
              [Same
                as Condition 6(d)/specify other]

            	 
	 	
              (v)

            	
              The
                applicable  period of notice to the Agent (if different from
                that set out in the Conditions):(5)

            	
              [Same
                as Condition 6(d)/specify other]

            	 
	
              21.

            	
              Investor
                Put Option

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Optional
                Redemption Date(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Optional
                Redemption Amount(s) of each Note and method, if any, of calculation
                of
                such amount(s):

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (iii)

            	
              Notice
                period (if other than as set out in the Conditions):
                (5)

            	
              [Same
                as Condition 6(e)/specify other]

            	 
	 	
              (iv)

            	
              Other
                details:

            	
              [         ]

            	 
	
              22.

            	
              Final
                Redemption Amount of each Note
                (4)

            	
              [         ]
                per Calculation Amount/[other (give details)/see
                Appendix]/[Par]

            	 
	 	
              In
                cases where the Final Redemption Amount is Index Linked or other
                variable-linked:

            	
              [Applicable/Not
                Applicable]

              (If
                not Index Linked or other variable-linked, delete the remaining
                sub-paragraphs of this paragraph)

            	 
	 	
              (i)

            	
              Index/Formula/variable:

            	
              [give
                or annex details]

            	 
	 	
              (ii)

            	
              Party,
                if any, responsible for calculating the Final Redemption Amount (if
                not
                the Agent):

            	
              [         ]

            	 
	 	
              (iii)

            	
              Provisions
                for determining the Final Redemption Amount where calculated by reference
                to Index and/or Formula and/or other variable:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Determination
                Date(s):

            	
              [         ]

            	 
	 	
              (v)

            	
              Provisions
                for determining Final Redemption Amount where calculation by reference
                to
                Index and/or Formula and/or other variable is impossible or impracticable
                or otherwise disrupted:

            	
              [         ]

            	 
	 	
              (vi)

            	
              Payment
                Date:

            	
              [Include
                details if payments are made other than on the Maturity
                Date]

            	 
	 	
              (vii)

            	
              Minimum
                Final Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (viii)

            	
              Maximum
                Final Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	
              23.

            	
              Early
                Redemption Amount:

            	 	 
	 	
              Early
                Redemption Amount of each Note payable on redemption for taxation
                reasons
                or on event of default and/or the method of calculating the same
                (if
                required or if different from that set out in the
                Conditions):

            	
              [         ]
                per Calculation Amount/[other (give details)/see
                Appendix]/[Par]

            	 
	
              GENERAL
                PROVISIONS APPLICABLE TO THE NOTES

            	 
	
              24.

            	
              Form
                of Notes:

            	
              Bearer
                Notes:

            	 
	 	 	 	
              [A
                Temporary Global Note in bearer form without Coupons will be deposited
                with a common depositary or, as the case may be, a common safekeeper
                for
                Clearstream Banking, société anonyme (“Clearstream, Luxembourg”)
                and Euroclear Bank S.A./N.V. (“Euroclear”) on or about [the Issue
                Date/specify other date]. The Temporary Global Note is
                exchangeable for a Permanent Global Note in bearer form not earlier
                than
                the date that is 40 days following completion of the distribution
                of the
                Notes and upon certification of non-U.S. beneficial
                ownership.]

            	 
	 	 	 	
              [A
                Temporary Global Note exchangeable for security printed definitive
                Notes
                on and after the Exchange Date.]

            	 
	 	 	 	
              [A
                Permanent Global Note is exchangeable in whole, but not in part,
                for
                security printed definitive Notes (a) at the request of the relevant
                Issuer;] (b) [upon the Noteholders instructing Euroclear, Clearstream,
                Luxembourg or any other agreed clearing system in which such Permanent
                Global Note is being held to give at least 60 days’ written notice to the
                Agent[, subject to the payment of costs in connection with the printing
                and distribution of definitive Notes]/[(free of charge)]; and/or
                (c)]
                (free of charge) upon the occurrence of an Exchange Event (as described
                in
                “Form of the Notes” in the Prospectus dated 28th September,
                2007).]

            	 
	 	 	 	
              [N.B.
                TMF, TCCI and TFA only: in respect of Notes with
                “€50,000 + €1,000”
                denominations, global Notes can only be exchangeable for
                definitive Notes upon an Exchange Event. TMCC cannot issue Notes
                with “€50,000 + €1,000” denominations.][A
                Permanent Global Note is exchangeable (free of charge) in whole,
                but not
                in part for security printed definitive Notes only upon the occurrence
                of
                an Exchange Event (as described in “Form of the Notes” in the
                Prospectus dated 28th September, 2007).]

            	 
	 	 	 	
              [Registered
                Global Note exchangeable (free of charge) for security printed definitive
                Notes only upon an Exchange Event (as defined in the Registered Global
                Note)] (N.B. Only TCCImay issue Registered
                Notes)

            	 
	
              25.

            	
              New
                Global Note:

            	
              [Yes][No]

              [N.B.
                TFA cannot issue Notes which are New Global Notes.]

            	 
	
              26.

            	
              Applicable
                Business Centre(s) or other special provisions relating to Payment
                Dates:

            	
              [London/give
                details]

              (Note
                that this item relates to the place of payment and not Interest Period
                end
                dates to which items 15(ii),  16(v) and 18(ix)
                relate)

            	 
	
              27.

            	
              Talons
                for future Coupons or Receipts to be attached to definitive Notes
                (and
                dates on which such Talons mature):

            	
              [Yes/No.
                If yes, give details]

            	 
	
              28.

            	
              Details
                relating to Partly Paid Notes: amount of each payment comprising
                the Issue
                Price and date on which each payment is to be made and consequences
                (if
                any) of failure to pay, including any right of the Issuer to forfeit
                the
                Notes and interest due on late payment:

            	
              [Not
                Applicable/give details]

            	 
	
              29.

            	
              Details
                relating to Instalment Notes:

            	
              [Not
                Applicable/give details]

            	 
	 	
              (i)

            	
              Instalment
                Amount(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Instalment
                Date(s):

            	
              [         ]

            	 
	
              30.

            	
              Whether
                the Notes will be subject to redenomination or exchange into
                euros:

            	
              [Yes/No](If
                yes, specify the applicable terms in full)

            	 
	
              31.

            	
              Further
                issues and consolidation provisions:

            	
              The
                Issuer may from time to time, without the consent of the holders
                of Notes,
                Receipts or Coupons of this Series, create and issue further Notes
                of this
                Series having the same terms and conditions as the Notes (or the
                same
                terms and conditions save for the Issue Date, the amount and date
                of the
                first payment of interest thereon and/or the Issue Price) so that
                the same
                shall be consolidated and form a single Series with the outstanding
                Notes
                and references in the Conditions to the “Notes” shall be construed
                accordingly

            	 
	
              32.

            	
              Other
                final terms or special conditions:

            	
              [Give
                details]

              Negative
                Pledge covenant set out in Condition 3 is [Not
                Applicable][Applicable]

              (For
                Notes issued by TCCI in Canada, specify if Condition 7 is not applicable
                and set out any taxation of payment provisions other than as set
                out in
                Condition 7)

            	 
	 	 	
              (When
                adding any other final terms consideration should be given as to
                whether
                such terms constitute “significant new factors and consequently
                trigger the need for a Supplementary Prospectus  under Article
                16 of the Prospectus Directive)

            	 
	
              DISTRIBUTION

            	 
	
              33.

            	
              (i)

            	
              If
                syndicated, names of Managers:

            	
              [Not
                Applicable/give details]

            	 
	 	
              (ii)

            	
              Stabilising
                Manager (if any)

            	
              [Not
                Applicable/give name]

            	 
	
              34.

            	
              If
                non-syndicated, name of relevant Dealer/Purchaser:

            	
              [Not
                Applicable/give name]

            	 
	
              35.

            	
              U.S.
                Selling Restrictions:

            	
              [Reg.
                S Compliance Category; TEFRA D/TEFRA C/TEFRA rules not
                applicable]

            	 
	
              35.

            	
              Additional
                selling restrictions

            	
              Selling
                restrictions, including those applicable to the United States, United
                Kingdom, European Economic Area, Japan, The Netherlands, Canada,
                Australia
                and Switzerland are set out in the Prospectus dated 28th September,
                2007
                and Appendix 2 of the Amended and Restated Programme Agreement dated
                28th
                September, 2007 [and the Syndicate Purchase Agreement dated
                [      ], among the Managers and the
                Issuer][Add additional country-specific selling
                restrictions]

            	 
	
              [PURPOSE
                OF FINAL TERMS

            	 
	
              These
                Final Terms comprise the final terms required for issue and admission
                to
                trading on the [London Stock Exchange’s Gilt Edged and Fixed Interest
                Market/specify other relevant regulated market] of the
                Notes described herein pursuant to the €40,000,000,000 Euro Medium Term
                Note Programme of Toyota Motor Finance (Netherlands) B.V., Toyota
                Credit
                Canada Inc., Toyota Finance Australia Limited and Toyota Motor Credit
                Corporation.]

            	 
	
               

              RESPONSIBILITY

            	 
	
              The
                Issuer accepts responsibility for the information contained in these
                Final
                Terms. [[Relevant third party information] has been extracted
                from [specify source]. The Issuer confirms that such information
                has been accurately reproduced and that, so far as it is aware and
                is able
                to ascertain from information published by [specify source], no
                facts have been omitted which would render the reproduced information
                inaccurate or misleading.]

            	 


    

    


    
      	
              Signed
                on behalf of the Issuer:

            
	
              By:..............................................................

            
	
              Duly
                authorised

              cc:
                The Bank of New York

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PART
      B – OTHER INFORMATION

     

    
      	 	
              1.LISTING

            	 
	 	
              (i)

            	
              Admission
                to trading:

            	
              [Application
                has been made by the Issuer (or on its behalf) for the Notes to be
                admitted to trading on [the London Stock Exchange’s Gilt Edged and Fixed
                Interest Market][other/specify details] with effect from
                [       ].  [Other] [Not
                Applicable.]

              (Where
                documenting a fungible issue need to indicate that original securities
                are
                already admitted to trading)

            
	 	
              (ii)

            	
              Estimate
                of total expenses related to admission to trading:

            	
              [         ]

            
	 	
              2.RATINGS

            	 
	 	
              Programme
                Ratings:

            	
              For
                information on Programme Ratings see “General
                Information—Credit Ratings” in the Prospectus dated
                28th September, 2007. [The Notes to be issued have been
                rated:

            
	 	 	
              [S
                & P:
                [         ]]

            
	 	 	
              [Moody’s:
                [         ]

            
	 	 	
              [[Other]:
                [         ]]

            
	 	 	
              [Need
                to include a brief explanation of the meaning of the ratings if an
                explanation different from that contained in the Prospectus has previously
                been published by the rating provider]

            
	 	 	
              (The
                above disclosure should reflect the rating allocated to particular
                Notes
                where the issue has been specifically rated)

            
	 	
               

              3.[INTERESTS
                OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
                ISSUE/OFFER]

              Need
                to include a description of any interest, including conflicting ones,
                that
                is material to the issue/offer, detailing the persons involved and
                the
                nature of the interest.  May be satisfied by the inclusions of
                the following statement:

              “Save
                as discussed in “Subscription and Sale” in the Prospectus dated
                28th September, 2007,  so far as the Issuer is aware, no person
                involved in the offer of the Notes has an interest material to the
                offer.”
                [Amend as appropriate if there are other interests]

              [When
                adding any other description, consideration should be given as to
                whether such matters described constitute “significant
                new factors” and consequently trigger the need for a
                Supplementary Prospectus under Article 16 of the Prospectus
                Directive.]

            
	 	
               

              4.REASONS
                FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
                EXPENSES

            
	
              [(i)Reasons
                for the
                offer:

            	
              As
                set out in “Use of Proceeds” in the Prospectus dated 28th
                September, 2007

              (See
                “Use of Proceeds” wording in Offering Circular
                – if reasons for offer different from making profit
                and/or hedging certain risks will need to include those reasons
                here)

            
	
              [(ii)]Estimated
                net
                proceeds:

            	
              [         ]
                ([before[/[after] deduction of estimated expenses]

              (If
                proceeds are intended for more than one use will need to split out
                and
                present in order of priority. If proceeds insufficient to fund
                all proposed uses state amount and sources of other
                funding)

            
	
              [(iii)]
                Estimated total
                expenses:

            	
              [         ]
                [Include breakdown of expenses (e.g. legal
                fees)]

            
	 	
              (N.B.:
                If the Notes are derivative securities to which Annex XII of the
                Prospectus Directive Regulation applies (i) above is required
                where the reasons for the offer are different from making profit
                and/or
                hedging certain risks and, where such reasons are inserted in (i),
                disclosure of net proceeds and total expenses at (ii) and (iii) above
                are
                also required)

            
	
               

              5.Fixed
                Rate Notes only – YIELD

            
	
              Indication
                of
                yield:

            	
              [         ]

              [The
                yield is the internal rate of return of the cash flows over the duration
                of the Notes assuming an initial amount of [   ] per cent.
                and final amount of [   ] per cent.]

              [Include
                alternative method of calculating yield in summary
                form.]

              [As
                set out above, the yield is calculated at the Issue Date on the basis
                of
                the Issue Price. It is not an indication of future yield]

              [Not
                applicable to unlisted Notes]

            
	
               

              6.Index
                Linked or other variable-linked Notes only - PERFORMANCE OF
                INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE
                UNDERLYING AND POST ISSUANCE INFORMATION

            
	
              [Need
                to include details of where past and future performance and volatility
                of
                the index/formula can be obtained.]

              [Need
                to include a description of any market disruption or settlement disruption
                events that affect the underlying.]

              [Need
                to include adjustment rules in relation to events concerning the
                underlying.]

              [Where
                the underlying is (i) a security, need to include the name of the
                Issuer
                and the ISIN or other security identification code of the security,
                (ii)
                an index, need to include the name of the index and a description
                if
                composed by the Issuer and if the index is not composed by the Issuer
                need
                to include details of where the information about the index can be
                obtained, (iii) an interest rate, need to include a description of
                the
                interest rate, or (iv) a basket of underlyings, need to include disclosure
                of the relevant weightings of each underlying in the basket. Where
                the
                underlying does not fall within these categories need to include
                equivalent information.*]

              [Give
                details][Not applicable]

              [The
                Issuer intends to provide post-issuance information [specify what
                information will be reported and where it can be obtained] [does not
                intend to provide post-issuance information on the
                underlying]

              [Not
                Applicable to unlisted Notes]

            
	
               

              7.Dual
                Currency Notes only - PERFORMANCE OF RATE[S] OF
                EXCHANGE

            
	
              [Need
                to include details of where past and future performance and
                volatility of the relevant rates can be obtained.]

              [Need
                to include a description of any market disruption or settlement disruption
                events that affect the underlying.]

              [Need
                to include adjustment rules in relation to events concerning the
                underlying.]

              [Give
                details][Not Applicable]

              [Not
                Applicable to unlisted Notes]

            
	
               

              8.OPERATIONAL
                INFORMATION

            
	
              (i)ISIN
                Code:

            	
              [Give
                details] [Not Applicable]

            
	
              (ii)Common
                Code:

            	
              [Give
                details] [Not Applicable]

            
	
              (iii)Any
                clearing system(s)
                other than Euroclear Bank S.A./N.V. and Clearstream Banking, société
                anonyme and the relevant identification number(s):

            	
              [Not
                Applicable/give name(s) and number(s)]

            
	
              (iv)Delivery:

            	
              Delivery
                [against/free of] payment

            
	
              (v)Names
                and addresses of
                additional Paying Agent(s) (if any):

            	
              [Give
                details][Not Applicable]

            
	
              (vi)Notes
                to be held in a
                manner which would allow Eurosystem eligibility:

            	
              [Yes]
                [No]

              [Note
                that the designation “yes” simply means that the Notes are intended upon
                issue to be deposited with one of the international central securities
                depositaries as common safekeeper and does not necessarily mean that
                the
                Notes will be recognised as eligible collateral for Eurosystem monetary
                policy and intra-day credit operations by the Eurosystem either upon
                issue
                or at any or all times during their life. Such recognition will depend
                upon satisfaction of the Eurosystem eligibility criteria.] [include
                this text if “yes” selected in which case the Notes must
                be issued in NGN form]

            


    

                 

     

    Notes:

     

    (1)           Only
      include details of a Supplementary Offering Circular/Prospectus in which the
      Conditions have been amended for the purposes of all future issues under the
      Programme.

     

    (2)           Article 14.2
      of the Prospectus Directive provides that a Prospectus is deemed available
      to
      the public when, inter alia, made available (i) in printed form free of
      charge at the offices of the market on which securities are being admitted
      to
      trading; or (ii) at the registered office of the Issuer and at the offices
      of the financial intermediaries placing or selling the securities, including
      Paying Agents; or (iii) in an electronic form on the Issuer's website; or
      (iv) in an electronic form on the website of the regulated market where the
      admission to trading is sought. Article 16 of the Prospectus Directive
      requires that the same arrangements are applied to Supplementary
      Prospectuses.

     

    (3)           Section 6:
      Where the Notes have a maturity of less than one year and the issue proceeds
      are
      to be accepted in the United Kingdom, such Notes will be subject to section
      19
      FSMA unless their denomination is £100,000 or more (or its equivalent in other
      currencies) and they are only issued to “professionals” within
      Article 9(2)(a) of the Financial Services and Markets Act (Regulated
      Activities) Order 2001.  Add the following language:

     

    “Notes
      (including Notes denominated in
      Sterling) in respect of which the issue proceeds are to be accepted by the
      Issuer in the United Kingdom or whose issue otherwise constitutes a
      contravention of section 19 FSMA and which have a maturity of less than one
      year
      must have a minimum redemption value of £100,000 (or its equivalent in other
      currencies).”

     

    (4)           If
      the Final Redemption Amount is other than 100 per cent. of the nominal value,
      the Notes will be derivative securities for the purposes of the Prospectus
      Directive and the requirements of Annex XII to the Prospectus Directive
      Regulation will apply and the Issuer will prepare and publish a supplement
      to
      the Prospectus.

     

    (5)           If
      setting notice periods which are different to those provided in the terms and
      conditions, Issuers are advised to consider the practicalities of distribution
      of information through intermediaries, for example, clearing systems and
      custodians, as well as any other notice requirements which may apply, for
      example, as between the Issuer and its fiscal agent.

     

    *           Required
      for derivative securities to which Annex XII of the Prospectus Directive
      Regulation applies. See footnote  4 above.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      B TO APPENDIX D

     

    FORM
      OF FINAL TERMS

     

    Part
      B

     

    FORM
      OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF LESS
      THAN €50,000 (OR EQUIVALENT) TO BE ADMITTED TO TRADING ON AN EEA REGULATED
      MARKET AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN THE
      EEA

     

    Final
      Terms

     

    Dated
      [         ]

     

    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.]

     

    [TOYOTA
      CREDIT CANADA INC.]

     

    [TOYOTA
      FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

     

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    Issue
      of [Aggregate Nominal Amount of Tranche] [Title of Notes]

     

    under
      the €40,000,000,000

     

    Euro
      Medium Term Note Programme

     

    PART
      A – CONTRACTUAL TERMS

     

    [The
      Prospectus dated 28th September, 2007 referred to below (as completed by these
      Final Terms) has been prepared on the basis that, except as provided in
      sub-paragraph (ii) below, any offer of Notes in any Member State of the European
      Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each,
      a “Relevant Member State”) will be made pursuant to an exemption under
      the Prospectus Directive, as implemented in that Relevant Member State, from
      the
      requirement to publish a prospectus for offers of the
      Notes.  Accordingly, any person making or intending to make an offer
      of the Notes may only do so in:

     

    
      	
              (i)

            	
              circumstances
                in which no obligation arises for the Issuer or any Dealer to publish
                a
                prospectus pursuant to Article 3 of the Prospectus Directive or supplement
                a prospectus pursuant to Article 16 of the Prospectus Directive,
                in each
                case in relation to such offer; or

            


    

     

    
      	
              (ii)

            	
              those
                Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below,
                provided such person is one of the persons mentioned in Paragraph
                10 of
                Part B below and that such offer is made during the Offer Period
                specified
                for such purposes therein.

            


    

     

    Neither
      the Issuer nor any Dealer has authorised, nor do they authorise, the making
      of
      any offer of Notes in any other circumstances.]

     

    [Include
      the above legend where a non-exempt offer of Notes is
      anticipated.]

     

    [The
      Prospectus dated 28th September, 2007 referred to below (as completed by these
      Final Terms) has been prepared on the basis that any offer of Notes in any
      Member State of the European Economic Area which has implemented the Prospectus
      Directive (2003/71/EC) (each, a “Relevant Member State”) will be made
      pursuant to an exemption under the Prospectus Directive, as implemented in
      that
      Relevant Member State, from the requirement to publish a prospectus for offers
      of the Notes.  Accordingly, any person making or intending to make an
      offer in that Relevant Member State of the Notes may only do so in circumstances
      in which no obligation arises for the Issuer or any Dealer to publish a
      prospectus pursuant to Article 3 of the Prospectus Directive or supplement
      a
      prospectus pursuant to Article 16 of the Prospectus Directive, in each case,
      in
      relation to such offer.  Neither the Issuer nor any Dealer has
      authorised, nor do they authorise, the making of any offer of Notes in any
      other
      circumstances.]

     

    [Include
      the above legend where only an exempt offer of Notes is
      anticipated.]

     

    Terms
      used herein shall be deemed to be defined as such for the purposes of the
      Conditions set forth under “Terms and Conditions of the Notes” in the
      Prospectus dated 28th September, 2007 [and the Supplementary Prospectus dated
      [         ]](1) which [together]
      constitute[s] a base prospectus for the purposes of the Prospectus Directive
      (Directive 2003/71/EC) (the “Prospectus Directive”). This document
      constitutes the Final Terms of the Notes described herein for the purposes
      of
      Article 5.4 of the Prospectus Directive and must be read in conjunction with
      such Prospectus [as so supplemented], including all documents incorporated
      by
      reference therein.  Full information on the Issuer and the offer of
      the Notes is only available on the basis of the combination of these Final
      Terms
      and the Prospectus [as so supplemented].  The Prospectus [and the
      Supplementary Prospectus] [is] [are] available for viewing and copies may be
      obtained from the principal office in London, England of The Bank of New York,
      the issuing and principal paying agent for the Notes, at One Canada Square,
      London E14 5AL and at www.londonstockexchange.com.(2)

     

    [Include
      whichever of the following apply or specify as “Not
      Applicable”. Note that the numbering should remain as set out below,
      even if “Not Applicable” is indicated for individual
      paragraphs or sub-paragraphs. Italics denote guidance for completing
      the Final Terms.]

     

    [When
      completing any Final Terms, or adding any other final terms or information,
      consideration should be given as to whether such terms or information constitute
      “significant new factors” and consequently trigger the need
      for a supplement to the Prospectus under Article 16 of the Prospectus
      Directive.]

     

    
      	
              1.

            	
              (i)

            	
              Issuer:

            	
              [         ]
                (the “Issuer”)

            	 
	 	
              (ii)

            	
              Credit
                Support Providers

            	
              Toyota
                Motor Corporation

              Toyota
                Financial Services Corporation

            	 
	
              2.

            	
              [(i)]

            	
              Series
                Number:

            	
              [         ]

            	 
	 	
              [(ii)]

            	
              Tranche
                Number:

            	
              [Delete
                if not applicable]

            	 
	 	
              (If
                fungible with an existing Series, details of that Series, including
                the
                date on which the Notes become fungible)

            	 	 
	
              3.

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

            	
              [         ]

            	 
	
              4.

            	
              Aggregate
                Nominal Amount of Notes:

            	
              [         ]

            	 
	 	
              [(i)]

            	
              Series:

            	
              [         ]
                [Delete if not applicable]

            	 
	 	
              [(ii)]

            	
              Tranche:

            	
              [         ]
                [Delete if not applicable]

            	 
	
              5.

            	
              Issue
                Price :

            	
              [         ]
                per cent. of the Aggregate Nominal Amount of Notes [plus accrued
                interest
                from [insert date] (in the case of fungible issues
                only, if applicable)]

            	 
	
              6.

            	
              (i)

            	
              Specified
                Denominations:

            	
              [         ]
                (3)

              [         ]

            	 
	 	
              (ii)

            	
              Calculation
                Amount:

            	
              [         ]

            	 
	 	 	 	
              (If
                there is only one Specified Denomination, insert the Specified
                Denomination.

            	 
	 	 	 	
              If
                there is more than one Specified Denomination insert the highest
                common
                factor of those Specified Denominations.  N.B. there
                must be a common factor in the case of two or more Specified
                Denominations)

            	 
	
              7.

            	
              (i)

            	
              Issue
                Date:

            	
              [         ]

            	 
	 	
              (ii)

            	
              Interest
                Commencement Date:

            	
              [Specify:
                Issue Date/Not Applicable]

            	 
	
              8.

            	
              Maturity
                Date:

            	
              [Specify
                date or (for Floating Rate Notes) Interest Payment Date falling in
                or
                nearest to the relevant month and year]

            	 
	
              9.

            	
              Interest
                Basis

            	
              [[         ]
                per cent. Fixed Rate]

              [[Specify
                reference rate] +/–
                [         ] per cent.
                Floating Rate]

              [Zero
                Coupon]

              [Index
                Linked Interest]

              [Range
                Accrual Interest]

              [Dual
                Currency Interest]

              [Other
                (specify)]

              (further
                particulars specified below)

            	 
	
              10.

            	
              Redemption/Payment
                Basis:
                (4)

            	
              [Redemption
                at par]

              [Index
                Linked Redemption]

              [Dual
                Currency]

              [Partly
                Paid]

              [Instalment]

              [Other
                (specify)]

            	 
	
              11.

            	
              Change
                of Interest Basis or Redemption/Payment Basis

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

            	 
	
              12.

            	
              Investor
                Put/Issuer Call Options:

            	
              [Investor
                Put Option]

              [Issuer
                Call Option]

              [(further
                particulars specified below)]

              [Not
                Applicable]

            	 
	
              13.

            	
              (i)

            	
              Status
                of the Notes:

            	
              Senior

            	 
	 	
              (ii)

            	
              Nature
                of the Credit Support:

            	
              See
                “Relationship of TFS and the Issuers with the Parent” in
                the Prospectus dated 28th  September, 2007

            	 
	 	
              (iii)

            	
              [Date
                [Board] approval for issuance of Notes obtained:]

            	
              [See  “General
                Information—Authorisation” section of  the
                Prospectus dated 28th  September, 2007 for the relevant board
                approval dates for the Programme]

              (Where
                Board (or similar) authorisation is required for the particular tranche
                of
                Notes or related Credit Support)
                [         ] [and
                [         ],
                respectively]

            	 
	
              14.

            	
              Method
                of distribution:

            	
              [Syndicated/Non-syndicated]

            	 
	
              PROVISIONS
                RELATING TO INTEREST (IF ANY) PAYABLE

            	 
	
               

              15.

            	
               

              Fixed
                Rate Note Provisions

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Fixed
                Rate[(s)] of Interest:

            	
              [          ]
                per cent. per annum [payable
                [annually/semi-annually/quarterly/monthly/other (specify)] in
                arrear on each Interest Payment Date]

            	 
	 	
              (ii)

            	
              Interest
                Payment Date(s):

            	
              [         ]
                in each year, commencing on
                [         ], to and
                [         ] [adjusted in
                accordance with [specify Business Day Convention and any
                Applicable Business Centre(s) for the definition of “Business
                Day”]/not adjusted]

            	 
	 	
              (iii)

            	
              Fixed
                Coupon Amount[(s)]:

              (Applicable
                to Notes in definitive form or “Uridashi
                Notes”)

            	
              [         ]
                per Calculation Amount payable
                [annually/semi-annually/quarterly/monthly]

              [N.B.
                If Uridashi Notes specify “This Fixed Coupon Amount applies if
                the Fixed Rate Notes are represented by a global Note or are in definitive
                form”]

            	 
	 	
              (iv)

            	
              Broken
                Amount(s):

              (Applicable
                to Notes in definitive form or “Uridashi
                Notes”)

            	
              [         ]
                per Calculation Amount  payable on the Interest Payment Date
                falling [in/on]
                [         ]

              [Insert
                particulars of any initial or final broken interest amounts which
                do not
                correspond with the Fixed Coupon Amount[(s)]

              [N.B.
                If Uridashi Notes specify “This Broken Amount applies if the
                Fixed Rate Notes are represented by a global Note or are in definitive
                form”]

            	 
	 	
              (v)

            	
              Fixed
                Day Count Fraction:

            	
              [30/360]
                or [Actual/Actual (ICMA/ISDA)] or [Actual/360] or [30E/360] or [Eurobond
                Basis] or [other (specify)]

            	 
	 	
              (vi)

            	
              Determination
                Date(s):

            	
              [         ]
                in each year (insert regular interest payment dates, ignoring issue
                date or maturity date in the case of a long or short first or last
                coupon.
                (N.B. This will need to be amended in the case of regular
                interest periods which are not of equal duration.) N.B. Only
                relevant where the Fixed  Day Count Fraction is
                Actual/Actual(ICMA))

              [Not
                Applicable]

            	 
	 	
              (vii)

            	
              Other
                terms relating to the method of calculating interest for Fixed Rate
                Notes:

            	
              [Not
                Applicable/give details]

            	 
	
               

              16.

            	
               

              Floating
                Rate Note Provisions

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Specified
                Period(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Specified
                Interest Payment Dates:

            	
              [         ]

            	 
	 	
              (iii)

            	
              First
                Interest Payment Date:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Business
                Day Convention:

            	
              [Floating
                Rate Convention/Following Business

              Day
                Convention/Modified Following Business

              Day
                Convention/Preceding Business Day

              Convention/other
                (give details)]

            	 
	 	
              (v)

            	
              Applicable
                Business Centre(s) for purposes of “Business Day”
                definition:

            	
              [London/specify
                others]

            	 
	 	
              (vi)

            	
              Manner
                in which the Rate(s) of Interest and Interest Amount(s) is/are to
                be
                determined:

            	
              [Screen
                Rate Determination/ISDA Determination/other (give details
                – e.g. Range Accrual
                Notes)]

            	 
	 	
              (vii)

            	
              Party
                responsible for calculating the Rate(s) of Interest and Interest
                Amount(s)
                (if not the Agent):

            	
              [         ]

            	 
	 	
              (viii)

            	
              Screen
                Rate Determination:

            	 	 
	 	 	
              -
                Reference Rate:

            	
              [         ]
                (Either LIBOR, EURIBOR or other, although additional
                information may be required if other – including any
                amendment to fallback provisions in Condition
                4(b)(iv))

            	 
	 	 	
              -
                Interest Determination Date(s):

            	
              [Same
                as Condition 4(b)(iv)(F)/specify other]

            	 
	 	 	
              -
                Relevant Screen Page:

            	
              [         ]

            	 
	 	 	 	
              (In
                the case of EURIBOR, if not Reuters Page EURIBOR01, ensure
                it is
                a page which shows a composite rate)

            	 
	 	
              (ix)

            	
              ISDA
                Determination:

            	 	 
	 	 	
              -
                Floating Rate Option:

            	
              [         ]

            	 
	 	 	
              -
                Designated Maturity:

            	
              [         ]

            	 
	 	 	
              -
                Reset Date:

            	
              [         ]

            	 
	 	
              (x)

            	
              Margin(s):

            	
              [+/-][        ]
                per cent. per annum

            	 
	 	
              (xi)

            	
              Minimum
                Rate of Interest:

            	
              [         ]
                per cent. per annum

            	 
	 	
              (xii)

            	
              Maximum
                Rate of Interest

            	
              [         ]
                per cent. per annum

            	 
	 	
              (xiii)

            	
              Day
                Count Fraction:

            	
              [Actual/365

              Actual
                365 (Fixed)

              Actual/365
                (Sterling)

              Actual/360

              30/360,
                360/360, Bond Basis

              30E/360

              Other]

              (See
                Condition 4(b)(vi) for alternatives)

            	 
	 	
              (xiv)

            	
              Fall
                back provisions, rounding provisions, and any other terms relating
                to the
                method of calculating interest on Floating Rate Notes, including
                if
                different from those set out in the Conditions:

            	
              [         ]
                (Give details.  For example, if the Interest Period(s) shall
                be adjusted/ unadjusted)

              [N.B.
                If Uridashi Notes or if  calculation on a “per
                denomination” basis is required for other reasons, specify
                “While the Floating Rate Notes are represented by a
                global Note, for each relevant Interest Period, apply the Rate of
                Interest
                to the Calculation Amount pursuant to Condition
                4(b)(vi)(C)”]

            	 
	
               

              17.

            	
               

              Zero
                Coupon Note Provisions

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Accrual
                Yield:

            	
              [         ]
                per cent. per annum

            	 
	 	
              (ii)

            	
              Reference
                Price:

            	
              [         ]

            	 
	 	
              (iii)

            	
              Any
                other formula/basis of determining amount payable:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Business
                Day Convention:

            	
              [Following
                Business Day Convention/Modified Following Business Day
                Convention/specify other]

            	 
	 	
              (v)

            	
              Applicable
                Business Centres for purposes of “Business Day”
Definition:

            	
              [London/specify
                others]

            	 
	 	
              (vi)

            	
              Party
                responsible for calculating the amount due (if not the
                Agent):

            	
              [         ]

            	 
	
               

              18.

            	
               

              Index
                Linked Interest Note/other variable-linked interest Note
                Provisions(4)

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Index/Formula/other
                variable:

            	
              [give
                or annex details]

            	 
	 	
              (ii)

            	
              Party
                responsible for calculating the principal and/or interest
                due  (if not the Agent):

            	
              [         ]

            	 
	 	
              (iii)

            	
              Provisions
                for determining Coupon where calculated by reference to Index and/or
                Formula and/or other variable:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Interest
                Determination Date(s):

            	
              [         ]

            	 
	 	
              (v)

            	
              Provisions
                for determining Coupon where calculation by reference to Index and/or
                Formula and/or other variable is impossible or impracticable or otherwise
                disrupted:

            	
              [need
                to include a description of market disruption or settlement
                disruption events and adjustment provisions]

            	 
	 	
              (vi)

            	
              Interest
                Period(s) or other calculation period(s):

            	
              [         ]

              [N.B.
                If Uridashi Notes specify “While the Floating Rate Notes are
                represented by a global Note, for each relevant Interest Period,
                apply the Rate of Interest to the Calculation Amount pursuant to
                Condition
                4(b)(vi)(C)”]

            	 
	 	
              (vii)

            	
              Determination
                Date(s):

            	
              [give
                or annex details]

            	 
	 	
              (viii)

            	
              Business
                Day Convention:

            	
              [Floating
                Rate Convention/Following Business Day Convention/Modified Following
                Business Day Convention/Preceding Business Day Convention/other (give
                details)]

            
	 	
              (ix)

            	
              Applicable
                Business Centre(s) for purposes of “Business Day”
                Definition

            	
              [London/specify
                others]

            
	 	
              (x)

            	
              Minimum
                Rate of Interest/ Interest Amount:

            	
              [         ]
                per cent. per annum

            
	 	
              (xi)

            	
              Maximum
                Rate of Interest/ Interest Amount:

            	
              [         ]
                per cent. per annum

            
	 	
              (xii)

            	
              Day
                Count Fraction:

            	
              [         ]

            
	
               

              19.

            	
               

              Dual
                Currency Note Provisions(4)

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Rate
                of Exchange/method of calculating Rate of Exchange:

            	
              [give
                or annex details]

            	 
	 	
              (ii)

            	
              Party,
                if any, responsible for calculating the principal and/or interest
                due (if
                not the Agent):

            	
              [         ]

            	 
	 	
              (iii)

            	
              Provisions
                applicable where calculation by reference to Rate of Exchange is
                impossible or impracticable:

            	
              [         ]

            	 
	 	
              (iv)

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

            	
              [         ]

            	 
	 	
              (v)

            	
              Determination
                Date(s):

            	
              [give
                or annex details]

            	 
	
              PROVISIONS
                RELATING TO REDEMPTION

            	 
	
               

              20.

            	
               

              Issuer
                Call Option

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Optional
                Redemption Date(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Optional
                Redemption Amount(s) of each Note and method, if any, of calculation
                of
                such amount(s):

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (iii)

            	
              If
                redeemable in part:

            	 	 
	 	 	
              (a)           Minimum
                Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	 	 	
              (b)           Maximum
                Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (iv)

            	
              The
                applicable  period of notice to Noteholders (if different from
                that set out in the Conditions):(5)

            	
              [Same
                as Condition 6(d)/specify other]

            	 
	 	
              (v)

            	
              The
                applicable  period of notice to the Agent (if different from
                that set out in the Conditions):(5)

            	
              [Same
                as Condition 6(d)/specify other]

            	 
	
               

              21.

            	
               

              Investor
                Put Option

            	
              [Applicable/Not
                Applicable]

              (If
                not applicable, delete the remaining sub-paragraphs of this
                paragraph)

            	 
	 	
              (i)

            	
              Optional
                Redemption Date(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Optional
                Redemption Amount(s) of each Note and method, if any, of calculation
                of
                such amount(s):

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (iii)

            	
              Notice
                period (if other than as set out in the Conditions):
                (5)

            	
              [Same
                as Condition 6(e)/specify other]

            	 
	 	
              (iv)

            	
              Other
                details:

            	
              [         ]

            	 
	
               

              22.

            	
               

              Final
                Redemption Amount of each Note
                (4)

            	
              [         ]
                per Calculation Amount/[other (give details)/see
                Appendix]/[Par]

            	 
	 	
              In
                cases where the Final Redemption Amount is Index Linked or other
                variable-linked:

            	
              [Applicable/Not
                Applicable]

              (If
                not Index Linked or other variable-linked, delete the remaining
                sub-paragraphs of this paragraph)

            	 
	 	
              (i)

            	
              Index/Formula/variable:

            	
              [give
                or annex details]

            	 
	 	
              (ii)

            	
              Party,
                if any, responsible for calculating the Final Redemption Amount (if
                not
                the Agent):

            	
              [         ]

            	 
	 	
              (iii)

            	
              Provisions
                for determining the Final Redemption Amount where calculated by reference
                to Index and/or Formula and/or other variable:

            	
              [         ]

            	 
	 	
              (iv)

            	
              Determination
                Date(s):

            	
              [         ]

            	 
	 	
              (v)

            	
              Provisions
                for determining Final Redemption Amount where calculation by reference
                to
                Index and/or Formula and/or other variable is impossible or impracticable
                or otherwise disrupted:

            	
              [         ]

            	 
	 	
              (vi)

            	
              Payment
                Date:

            	
              [Include
                details if payments are made other than on the Maturity
                Date]

            	 
	 	
              (vii)

            	
              Minimum
                Final Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	 	
              (viii)

            	
              Maximum
                Final Redemption Amount:

            	
              [         ]
                per Calculation Amount

            	 
	
               

              23.

            	
               

              Early
                Redemption Amount:

            	 	 
	 	
              Early
                Redemption Amount of each Note payable on redemption for taxation
                reasons
                or on event of default and/or the method of calculating the same
                (if
                required or if different from that set out in the
                Conditions):

            	
              [         ]
                per Calculation Amount/[other (give details)/see
                Appendix]/[Par]

            	 
	
               

              GENERAL
                PROVISIONS APPLICABLE TO THE NOTES

            	 
	
              24.

            	
              Form
                of Notes:

            	
              Bearer
                Notes:

            	 
	 	 	 	
              [A
                Temporary Global Note in bearer form without Coupons will be deposited
                with a common depositary or, as the case may be, a common safekeeper
                for
                Clearstream Banking, société anonyme (“Clearstream, Luxembourg”)
                and Euroclear Bank S.A./N.V. (“Euroclear”) on or about
                [         ]. The Temporary
                Global Note is exchangeable for a Permanent Global Note in bearer
                form not
                earlier than the date that is 40 days following completion of the
                distribution of the Notes and upon certification of non-U.S. beneficial
                ownership.]

            	 
	 	 	 	
              [A
                Temporary Global Note exchangeable for security printed definitive
                Notes
                on and after the Exchange Date.]

            	 
	 	 	 	
              [A
                Permanent Global Note is exchangeable in whole, but not in part,
                for
                security printed definitive Notes (a) at the request of the relevant
                Issuer; (b) [upon the Noteholders instructing Euroclear, Clearstream,
                Luxembourg or any other agreed clearing system in which such Permanent
                Global Note is being held to give at least 60 days’ written notice to the
                Agent[, subject to the payment of costs in connection with the printing
                and distribution of definitive Notes]/ [(free of charge)]; and/or
                (c)]
                (free of charge) upon the occurrence of an Exchange Event (as described
                in
                “Form of the Notes” in the Prospectus dated 28th September,
                2007).]

            	 
	 	 	 	
              [Registered
                Global Note exchangeable (free of charge) for security printed definitive
                Notes only upon an Exchange Event (as defined in the Registered Global
                Note)] (N.B. Only TCCImay issue Registered
                Notes)

            	 
	
              25.

            	
              New
                Global Note:

            	
              [Yes][No]

              [N.B.
                TFA cannot issue Notes which are New Global Notes.]

            	 
	
              26.

            	
              Applicable
                Business Centre(s) or other special provisions relating to Payment
                Dates:

            	
              [London/give
                details]

              (Note
                that this item relates to the place of payment and not Interest Period
                end
                dates to which items 15(ii),  16(v) and 18(ix)
                relate)

            	 
	
              27.

            	
              Talons
                for future Coupons or Receipts to be attached to definitive Notes
                (and
                dates on which such Talons mature):

            	
              [Yes/No.
                If yes, give details]

            	 
	
              28.

            	
              Details
                relating to Partly Paid Notes: amount of each payment comprising
                the Issue
                Price and date on which each payment is to be made and consequences
                (if
                any) of failure to pay, including any right of the Issuer to forfeit
                the
                Notes and interest due on late payment:

            	
              [Not
                Applicable/give details]

            	 
	
              29.

            	
              Details
                relating to Instalment Notes:

            	
              [Not
                Applicable/give details]

            	 
	 	
              (i)

            	
              Instalment
                Amount(s):

            	
              [         ]

            	 
	 	
              (ii)

            	
              Instalment
                Date(s):

            	
              [         ]

            	 
	
              30.

            	
              Whether
                the Notes will be subject to redenomination or exchange into
                euros:

            	
              [Yes/No](If
                yes, specify the applicable terms in full)

            	 
	
              31.

            	
              Further
                issues and consolidation provisions:

            	
              The
                Issuer may from time to time, without the consent of the holders
                of Notes,
                Receipts or Coupons of this Series, create and issue further Notes
                of this
                Series having the same terms and conditions as the Notes (or the
                same
                terms and conditions save for the Issue Date, the amount and date
                of the
                first payment of interest thereon and/or the Issue Price) so that
                the same
                shall be consolidated and form a single Series with the outstanding
                Notes
                and references in the Conditions to the “Notes” shall be construed
                accordingly

            	 
	
              32.

            	
              Other
                final terms or special conditions:

            	
              [Give
                details]

              Negative
                Pledge covenant set out in Condition 3 is [Not
                Applicable][Applicable]

              (For
                Notes issued by TCCI in Canada, specify if Condition 7 is not
                applicable and set out any taxation of payment provisions other than
                as
                set out in Condition 7)

            	 
	 	 	
              (When
                adding any other final terms consideration should be given as to
                whether
                such terms constitute “significant new factors and
                consequently trigger the need for a Supplementary
                Prospectus  under Article 16 of the Prospectus
                Directive.)

            	 
	
              DISTRIBUTION

            	 
	
              33.

            	
              (i)

            	
              If
                syndicated, names [and addresses] of Managers [and underwriting
                commitments]:

            	
              [Not
                Applicable/give details [and addresses and underwriting
                commitments]]

              (Include
                names and addresses of entities agreeing to underwrite the issue
                on a firm
                commitment basis and names and addresses of the entities agreeing
                to place
                the issue without a firm commitment or on a “best efforts” basis if such
                entities are not the same as the Managers)

            	 
	 	
              (ii)

            	
              Date
                of Syndicate Purchase Agreement:

            	
              [         ]

            	 
	 	
              (iii)

            	
              Stabilising
                Manager (if any)

            	
              [Not
                Applicable/give name]

            	 
	
              34.

            	
              If
                non-syndicated, name [and address] of relevant
                Dealer/Purchaser:

            	
              [Not
                Applicable/give name [and address]]

            	 
	
              35.

            	
              Total
                commission and concession:

            	
              [[         ]
                per cent. of the Aggregate Nominal Amount of Notes]/[See Paragraph
                10 of
                Part B below]

            	 
	
              36.

            	
              U.S.
                Selling Restrictions:

            	
              [Reg.
                S Compliance Category; TEFRA D/TEFRA C/TEFRA rules not
                applicable]

            	 
	
              37.

            	
              Non-exempt
                Offer:

            	
              [Not
                Applicable]/[Applicable – see Paragraph 10 of Part B
                below]

            	 
	
              38.

            	
              Additional
                selling restrictions

            	
              Selling
                restrictions, including those applicable to the United States, United
                Kingdom, the European Economic Area, Japan, The Netherlands, Canada,
                Australia and Switzerland are set out in the Prospectus 28th September,
                2007 and Appendix 2 of the Amended and Restated Programme Agreement
                dated
                28th September, 2007 [and the Syndicate Purchase Agreement dated
                [      ], among the Managers and the
                Issuer][Add additional country-specific selling
                restrictions]

            	 
	
              [PURPOSE
                OF FINAL TERMS

            	 
	
              These
                Final Terms comprise the final terms required for issue and admission
                to
                trading on the [London Stock Exchange’s Gilt Edged and Fixed Interest
                Market/specify other relevant regulated market] of the Notes
                described herein pursuant to the €40,000,000,000 Euro Medium Term Note
                Programme of Toyota Motor Finance (Netherlands) B.V., Toyota Credit
                Canada
                Inc., Toyota Finance Australia Limited and Toyota Motor Credit
                Corporation.]

            	 
	
              RESPONSIBILITY

            	 
	
              The
                Issuer accepts responsibility for the information contained in these
                Final
                Terms. [[Relevant third party information] has been extracted
                from [specify source]. The Issuer confirms that such information
                has been accurately reproduced and that, so far as it is aware and
                is able
                to ascertain from information published by [specify source], no
                facts have been omitted which would render the reproduced information
                inaccurate or misleading.]

            	 


    

    


    
      	
              Signed
                on behalf of the Issuer:

            
	
              By:..............................................................

            
	
              Duly
                authorised

              cc:
                The Bank of New York

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PART
      B – OTHER INFORMATION

     

    
      	 	
              1.LISTING

            	 
	 	 	 	
              [Application
                has been made by the Issuer (or on its behalf) for the Notes to be
                admitted to trading on [the London Stock Exchange’s Gilt Edged and Fixed
                Interest Market][other/specify details] with effect from
                [       ].  [Other] [Not
                Applicable.]

              (Where
                documenting a fungible issue need to indicate that original securities
                are
                already admitted to trading.)

            
	 	
              2.RATINGS

            	 
	 	
              Programme
                Ratings:

            	
              For
                information on Programme Ratings see “General
                Information—Credit Ratings” in the Prospectus dated 28th
                September, 2007. [The Notes to be issued have been
                rated:

            
	 	 	
              [S
                & P:
                [         ]]

            
	 	 	
              [Moody’s:
                [         ]

            
	 	 	
              [[Other]:
                [         ]]

            
	 	 	
              [Need
                to include a brief explanation of the meaning of the ratings if an
                explanation different from that contained in the Prospectus has previously
                been published by the rating provider]

            
	 	 	
              (The
                above disclosure should reflect the rating allocated to
                particular Notes where the issue has been specifically
                rated)

            
	 	
               

              3.[INTERESTS
                OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
                ISSUE/OFFER]

              Need
                to include a description of any interest, including conflicting ones,
                that
                is material to the issue/offer, detailing the persons involved and
                the
                nature of the interest.  May be satisfied by the inclusions of
                the following statement:

              “Save
                as discussed in “Subscription and Sale” in the Prospectus dated
                28th September, 2007,  so far as the Issuer is aware, no person
                involved in the offer of the Notes has an interest material to the
                offer.”
                [Amend as appropriate if there are other interests]

              [When
                adding any other description, consideration should be given as to
                whether
                such matters described constitute “significant new
                factors” and consequently trigger the need for a Supplementary
                Prospectus under Article 16 of the Prospectus
                Directive.]

            
	 	
               

              4.REASONS
                FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
                EXPENSES

            
	
              [(i)Reasons
                for the
                offer:

            	
              As
                set out in “Use of Proceeds” in the Prospectus dated 28th
                September, 2007

              (See
                “Use of Proceeds” wording in Offering Circular
                – if reasons for offer different from making profit
                and/or hedging certain risks will need to include those reasons
                here)

            
	
              [(ii)]Estimated
                net
                proceeds:

            	
              [         ]
                ([before[/[after] deduction of estimated expenses]

              (If
                proceeds are intended for more than one use will need to split out
                and
                present in order of priority. If proceeds insufficient to fund all
                proposed uses state amount and sources of other
                funding.)

            
	
              [(iii)]
                Estimated total
                expenses:

            	
              [         ]
                [Include breakdown of expenses (e.g. legal
                fees)]

            
	 	
              (N.B.:
                If the Notes are derivative securities to which Annex XII of the
                Prospectus Directive Regulation applies (i) above is required where
                the
                reasons for the offer are different from making profit and/or
                hedging certain risks and, where such reasons are inserted in (i),
                disclosure of net proceeds and total expenses at (ii) and (iii) above
                are
                also required)

            
	
               

              5.Fixed
                Rate Notes only – YIELD

            
	
              Indication
                of
                yield:

            	
              [         ]

              [The
                yield is the internal rate of return of the cash flows over the duration
                of the Notes assuming an initial amount of [   ] per cent.
                and final amount of [   ] per cent.]

              [Include
                alternative method of calculating yield in summary
                form.]

              [As
                set out above, the yield is calculated at the Issue Date on the basis
                of
                the Issue Price. It is not an indication of future yield]

              [Not
                applicable to unlisted Notes]

            
	
              6.
                Floating
                Rate Notes only - HISTORIC INTEREST RATES

            
	
              Details
                of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters]
                [Give other details][Not Applicable][Not Applicable to unlisted
                Notes]

            
	
               

              7.Index
                Linked or other variable-linked Notes only - PERFORMANCE OF
                INDEX/FORMULA/OTHER VARIABLE AND EXPLANATION OF EFFECT ON VALUE OF
                INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING
                THE
                UNDERLYING AND POST ISSUANCE INFORMATION

            
	
              [Need
                to include details of where past and future performance and volatility
                of
                the index/formula can be obtained.]

              [Need
                to include a description of any market disruption or settlement
                disruption events that affect the underlying.]

              [Need
                to include adjustment rules in relation to events concerning the
                underlying.]

              [Need
                to include a clear and comprehensive explanation of how the value
                of the investment is affected by the underlying and the circumstances
                when
                the risks are most evident.]

              [Where
                the underlying is (i) a security, need to include the name of the
                Issuer
                and the ISIN or other security identification code of the security, (ii)
                an index, need to include the name of the index and a description
                if
                composed by the Issuer and if the index is not composed by the Issuer
                need
                to include details of where the information about the index can be
                obtained, (iii) an interest rate, need to include a description of
                the
                interest rate, or (iv) a basket of underlyings, need to include disclosure
                of the relevant weightings of each underlying in the basket. Where
                the
                underlying does not fall within these categories need to include
                equivalent information.*]

              [Give
                details][Not applicable]

              [The
                Issuer intends to provide post-issuance information [specify what
                information will be reported and where it can be obtained] [does not
                intend to provide post-issuance information on the
                underlying]

              [Not
                Applicable to unlisted Notes]

            
	
               

              8.Dual
                Currency Notes only - PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION
                OF EFFECT ON VALUE OF INVESTMENT

            
	
              [Need
                to include details of where past and future performance and volatility
                of
                the relevant rates can be obtained.]

              [Need
                to include a description of any market disruption or settlement disruption
                events that affect the underlying.]

              [Need
                to include adjustment rules in relation to events concerning the
                underlying.]

              [Need
                to include a clear and comprehensive explanation of how the value
                of the investment is affected by the underlying and the circumstances
                when
                the risks are most evident.]

              [Give
                details][Not Applicable]

              [Not
                Applicable to unlisted Notes]

            
	
               

              9.OPERATIONAL
                INFORMATION

            
	
              (i)         ISIN
                Code:

            	
              [Give
                details] [Not Applicable]

            
	
              (ii)         Common
                Code:

            	
              [Give
                details] [Not Applicable]

            
	
              (iii)Any
                clearing system(s)
                other than Euroclear Bank S.A./N.V. and Clearstream Banking, société
                anonyme and the relevant identification number(s):

            	
              [Not
                Applicable/give name(s) and
                number(s)]

            
	
              (iv)Delivery:

            	
              Delivery
                [against/free of] payment

            
	
              (v)Names
                and addresses of
                additional Paying Agent(s) (if any):

            	
              [Give
                details][Not Applicable]

            
	
              (vi)Notes
                to be held in a
                manner which would allow Eurosystem eligibility:

            	
              [Yes]
                [No]

              [Note
                that the designation “yes” simply means that the Notes are intended upon
                issue to be deposited with one of the international central securities
                depositaries as common safekeeper and does not necessarily mean that
                the
                Notes will be recognised as eligible collateral for Eurosystem monetary
                policy and intra-day credit operations by the Eurosystem either upon
                issue
                or at any or all times during their life. Such recognition will depend
                upon satisfaction of the Eurosystem eligibility criteria.] [include
                this text if “yes” selected in which case the
                Notes must be issued in NGN form]

            
	
               

              10.

            	
               

              TERMS
                AND CONDITIONS OF THE PUBLIC OFFER (6)

            
	 	
              The
                UK Listing Authority has provided the competent
                authorities in, inter alia, each of [Austria, Belgium, Finland, Germany,
                Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden
                [delete irrelevant ones/othersspecify](7)
                (together
                with the United Kingdom, the “Public Offer Jurisdictions”) with a
                certificate of approval attesting that the Prospectus has been drawn
                up in
                accordance with the Prospectus Directive.  Copies of these Final
                Terms will be provided to the competent authorities in the Public
                Offer
                Jurisdictions (save for the Austrian competent authority which has
                confirmed that it does not require such a copy).

              The
                Issuer has agreed to allow the use of these Final Terms and the Prospectus
                by each of the Managers and any placers (authorised by any of the
                Managers) involved in the offer (the “Placers”) in connection
                with possible offers of the Notes to the public in the Public Offer
                Jurisdictions during the Offer Period.

              Investors
                (as defined in the final paragraph on the first page of the Prospectus)
                intending to acquire or acquiring the Notes from any Offeror (as
                defined
                in the final paragraph on the first page of the Prospectus) should,
                as
                indicated in the legend, make appropriate enquiries as to whether
                that
                Offeror is acting in association with the Issuer.  Whether or
                not the Offeror is described as acting in association with the Issuer,
                the
                Issuer’s only relationship is with the Managers and the Issuer has no
                relationship with or obligation to, nor shall it have any relationship
                with or obligation to, an Investor, save as may arise under any applicable
                law or regulation.

              The
                Issuer is only offering to and selling to the Managers pursuant to
                and in
                accordance with the terms of the Syndicate Purchase Agreement.(8)  All
                sales to persons other than the Managers will be made by the Managers
                or
                persons to whom they sell, and/or otherwise make arrangements with,
                including the Placers. The Issuer shall not be liable for any offers
                and/or sales of Notes to, or purchases of Notes by, Investors at
                any time
                (including during the Offer Period) (other than in respect of offers
                and
                sales to, and purchases of Notes by, the Managers and only then pursuant
                to the Syndicate Purchase Agreement) which are made by Managers or
                Placers
                or any other Offeror in accordance with the arrangements in place
                between
                any such Manager, Placer or other Offeror and its
                customers.  Any person selling Notes at any time during the
                Offer Period may not be a financial intermediary of the Issuer; any
                person
                selling Notes at any time after the Offer Period is not a financial
                intermediary of the Issuer.

              Each
                of the Managers has acknowledged and agreed, and any Placer will
                be
                required by the Managers to acknowledge and agree, that for the purpose
                of
                offer(s) of the Notes the Issuer has passported the Prospectus into
                each
                of the Public Offer Jurisdictions and will not passport the Prospectus
                into any other European Economic Area Member State; accordingly,
                the Notes
                may only be publicly offered in Public Offer Jurisdictions during
                the
                Offer Period or offered to qualified investors (as defined in the
                Prospectus Directive) or otherwise in compliance with Article 3(2)
                of the
                Prospectus Directive in any other European Economic Area Member State
                pursuant to and in accordance with the Prospectus and the Final Terms
                (without modification or supplement); and that all offers of Notes
                by it
                will be made only in accordance with the selling restrictions set
                forth in
                the Prospectus and the provisions of these Final Terms and in compliance
                with all applicable laws and regulations, provided that no such offer
                of
                Notes shall require the Issuer or any Manager to publish a prospectus
                pursuant to Article 3 of the Prospectus Directive (or supplement
                a
                prospectus pursuant to Article 16 of the Prospectus Directive) or
                to take
                any other action in any jurisdiction other than as described
                above.

            
	 	
              (i)

            	
              Offer
                Period:

            	
              From
                the date of publication of these Final Terms being
                [         ], 200[ ] to
                [         ],
                [         ],(9)
                provided
                that the offer period will not commence in Germany until such time
                as the
                advertisement recommended by the competent authority in Germany has
                been
                duly published.
                (10)

            
	 	
              (ii)

            	
              Offer
                Price:

            	
              The
                Issuer has offered and will sell the Notes to the Managers (and no
                one
                else) at the Issue Price of
                [         ] per cent. less a
                total commission [and concession] of
                [         ] per cent. of the
                Aggregate Nominal Amount of Notes.  Managers and Placers will
                offer and sell the Notes to their customers in accordance with
                arrangements in place between each such Manager and its customers
                (including Placers) or each such Placer and its customers by reference
                to
                the Issue Price and market conditions prevailing at the
                time.

            
	 	
              (iii)

            	
              Conditions
                to which the offer is subject:

            	
              Offers
                of the Notes are conditional on their issue and are subject to such
                conditions as are set out in the Syndicate Purchase
                Agreement.  As between Managers and their customers (including
                Placers) or between Placers and their customers, offers of the Notes
                are
                further subject to such conditions as may be agreed between them
                and/or as
                is specified in the arrangements in place between them.

            
	 	
              (iv)

            	
              Description
                of the application process:

            	
              A
                prospective Noteholder will purchase the Notes in accordance with
                the
                arrangements in place between the relevant Manager and its customers
                or
                the relevant Placer and its customers, relating to the purchase of
                securities generally.  Noteholders (other than Managers) will
                not enter into any contractual arrangements directly with the Issuer
                in
                connection with the offer or purchase of the Notes.

            
	 	
              (v)

            	
              Description
                of possibility to reduce subscriptions and the manner for refunding
                excess
                amount paid by applicants:

            	
              Not
                Applicable

            
	 	
              (vi)

            	
              Details
                of the minimum and/or maximum amount of application (whether in number
                of
                Notes or aggregate amount to invest):

            	
              There
                are no pre-identified allotment criteria.  The Managers and the
                Placers will adopt allotment and/or application criteria in accordance
                with customary market practices and applicable laws and regulations
                and/or
                as otherwise agreed between them.

            
	 	
              (vii)

            	
              Method
                and time limits for paying up the Notes and for delivery of the
                Notes:

            	
              The
                Notes will be sold by the Issuer to the Managers on a delivery versus
                payment basis on the Issue Date.  Prospective Noteholders will
                be notified by the relevant Manager or Placer of their allocations
                of
                Notes and the settlement arrangements in respect
                thereof.

            
	 	
              (viii)

            	
              Manner
                and date in which results of the offer are to be made
                public:

            	
              Not
                Applicable

            
	 	
              (ix)

            	
              Procedure
                for exercise of any right of pre-emption, negotiability of subscription
                rights and treatment of subscription rights not exercised:

            	
              Not
                Applicable

            
	 	
              (x)

            	
              Details
                of any tranche(s) reserved for certain countries:

            	
              Not
                Applicable

            
	 	
              (xi)

            	
              Process
                for notification to applicants of the amount allotted and indication
                whether dealing may begin before notification is made:

            	
              Prospective
                Noteholders will be notified by the relevant Manager or Placer in
                accordance with the arrangements in place between such Managers or
                Placers
                and its customers. Any dealings in the Notes which take place will
                be at
                the risk of prospective Noteholders.

            
	 	
              (xii)

            	
              Amount
                of any expenses and taxes specifically charged to the
                Noteholders:

            	
              Not
                Applicable

            
	 	
              (xiii)

            	
              Name(s)
                and address(es),  to the extent known to the Issuer, of the
                Placers in the various countries where the offer takes
                place:

            	
              [None
                known to the Issuer][specify]
                (11)

            


    

                 

     

    Notes:

     

    (1)           Only
      include details of a Supplementary Offering Circular/Prospectus in which the
      Conditions have been amended for the purposes of all future issues under the
      Programme.

     

    (2)           Article 14.2
      of the Prospectus Directive provides that a Prospectus is deemed available
      to
      the public when, inter alia, made available (i) in printed form free of
      charge at the offices of the market on which securities are being admitted
      to
      trading; or (ii) at the registered office of the Issuer and at the offices
      of the financial intermediaries placing or selling the securities, including
      Paying Agents; or (iii) in an electronic form on the Issuer's website; or
      (iv) in an electronic form on the website of the regulated market where the
      admission to trading is sought. Article 16 of the Prospectus Directive
      requires that the same arrangements are applied to Supplementary
      Prospectuses.

     

    (3)           Section 6:
      Where the Notes have a maturity of less than one year and the issue proceeds
      are
      to be accepted in the United Kingdom, such Notes will be subject to section
      19
      FSMA unless their denomination is £100,000 or more (or its equivalent in other
      currencies) and they are only issued to “professionals” within
      Article 9(2)(a) of the Financial Services and Markets Act (Regulated
      Activities) Order 2001.  Add the following language:

     

    “Notes
      (including Notes denominated in
      Sterling) in respect of which the issue proceeds are to be accepted by the
      Issuer in the United Kingdom or whose issue otherwise constitutes a
      contravention of section 19 FSMA and which have a maturity of less than one
      year
      must have a minimum redemption value of £100,000 (or its equivalent in other
      currencies).”

     

    (4)           If
      the Final Redemption Amount is other than 100 per cent. of the nominal value
      the
      Notes will be derivative securities for the purposes of the Prospectus Directive
      and the requirements of Annex XII to the Prospectus Directive Regulation will
      apply and the Issuer will prepare and publish a supplement to the
      Prospectus.

     

    (5)           If
      setting notice periods which are different to those provided in the terms and
      conditions, Issuers are advised to consider the practicalities of distribution
      of information through intermediaries, for example, clearing systems and
      custodians, as well as any other notice requirements which may apply, for
      example, as between the Issuer and its fiscal agent.

     

    (6)           Consider
      the circumstances in which the items specified below need to be completed or
      marked “Not Applicable” by reference to the requirement of the relevant home
      and/or host Member States where any non-exempt public offer is being made,
      in
      compliance with the Prospectus Directive, as implemented in such Member
      States.

     

    (7)           Specify
      only the jurisdictions where public offers may be made.

     

    (8)           Assumes
      a syndicated transaction.  If not a syndicated transaction – describe
      the dealer and the dealer agreement and replace references to Managers and
      Syndicate Purchase Agreement throughout.

     

    (9)           Any
      period longer than the Issue Date needs to be negotiated in advance of mandate
      as that extends the period when supplements will be required to be made for
      new
      information.

     

    (10)           Only
      required if Germany is included as a Public Offer Jurisdiction.

     

    (11)           If
      the Issuer is unaware of the identity of the Placers then insert “none known to
      the Issuer”. Otherwise insert the names (and addresses) of those that are known
      and include the following reference “(other Placers may become involved but as
      at the date of these Final Terms these are the only ones known to the
      Issuer)”.

     

    *           Required
      for derivative securities to which Annex XII of the Prospectus Directive
      Regulation applies. See footnote  4 above.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      C TO APPENDIX D

    FORM
      OF PURCHASER’S CONFIRMATION TO THE ISSUER

     

    [Date]

     

    
      	
              To:

            	
              [Toyota
                Motor Finance (Netherlands) B.V.]

            


    

    
      	
               

            	
              [Toyota
                Credit Canada Inc.]

            


    

     

    
      	
               

            	
              [Toyota
                Finance Australia Limited]

            


    

     

    
      	
               

            	
              [Toyota
                Motor Credit Corporation]

            


    

     

    
      	
              c.c.

            	
              [AGENT]

            


    

     

    [TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.]

    [TOYOTA
      CREDIT CANADA INC.]

    [TOYOTA
      FINANCE AUSTRALIA LIMITED]

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    [Title
      of
      relevant Tranche of Notes (specifying type of Notes)]

     

    issued
      pursuant to the €40,000,000,000 Euro Medium Term Note Programme of Toyota Motor
      Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
      Limited and Toyota Motor Credit Corporation

     

    We
      hereby
      confirm the agreement for the issue to us of [describe issue] Notes due
      [   ] (the Notes) under the above Programme
      pursuant to the terms of issue set out in the Final Terms which we are faxing
      herewith.

     

    In
      connection with our purchase of such Notes, we:

     

    
      	
               

            	
              1.

            	
              agree
                with the Issuer for itself and as agent for the Dealers (each as
                defined
                in the Programme Agreement dated 28 September 2007 (the Programme
                Agreement), that we will be bound by the provisions of the
                Programme Agreement (a copy of which has been supplied to us), with
                the
                exception of Clauses 3 to 5 and 10 to 12 inclusive, as if we had
                been
                named as Dealer therein; and

            


    

     

    
      	
               

            	
              2.

            	
              confirm
                that, where the Issuer authorises us to provide copies of documents
                and to
                make representations and statements in connection with the issue
                of Notes,
                such authorisation relates only to the documents, statements and
                representations in Clause 7 of the Programme Agreement, subject to
                the
                limitations contained in that
                Clause.

            


    

     

    [The
      selling commission in respect of the Notes will be
      [     ] per cent. of the nominal amount of the Notes
      and will be deductible from the net proceeds of the issue.]

     

    The
      Notes
      are to be credited to [Euroclear/Clearstream, Luxembourg] account number
      [               ]
      in the name of [Name of Purchaser].

     

    [Insert
      if Final Terms relate to an Issue of Notes with a Specified Denomination of
      less
      than €50,000 (or its equivalent) to be admitted to trading on an EEA regulated
      market and/or offered on an exempt basis in the EEA

     

    In
      addition, as set out in Appendix 2 of the Programme Agreement (and for the
      avoidance of doubt, the following provisions are Selling Restrictions with
      respect to the Notes and part of the Programme Agreement for the purposes of
      the
      issue of the Notes):

     

    
      	
               

            	
              (a)

            	
              we
                represent and agree, that we have not offered or sold and we will
                not
                offer or sell, whether through financial intermediaries or otherwise,
                any
                such Notes to the public in any EEA Member State by means of the
                Offering
                Circular or Prospectus, the applicable Final Terms or any other document,
                other than to qualified investors (as defined in the Prospectus
                Directive);

            


    

     

    
      	
               

            	
              (b)

            	
              we
                acknowledge that no action has been taken by the Issuer or any other
                person that would, or is intended to permit an offer to the public
                of any
                such Notes in any country or jurisdiction at any time where any such
                action for that purpose is required;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              we
                undertake that we will not, directly or indirectly, offer or sell
                any such
                Notes or distribute or publish any offering circular, prospectus,
                form of
                application, advertisement or other document or information in any
                country
                or jurisdiction except under circumstances that will result in compliance
                with any applicable laws and regulations and all offers and sales
                of any
                such Notes by us will be made on the same terms, and provided that
                no such
                offer or sale of Notes by us, whether through financial intermediaries
                or
                otherwise, shall require the Issuer, us or any such financial
                intermediaries to publish a prospectus pursuant to Article 3 of the
                Prospectus Directive or supplement a prospectus pursuant to Article
                16 of
                the Prospectus Directive.]

            


    

     

    [Unless
      otherwise defined in this letter, terms and expressions defined in the Agency
      Agreement shall have the same meanings in this letter, except where the context
      requires otherwise.]

     

    This
      letter is governed by, and shall be construed in accordance with, the laws
      of
      England.

     

    Please
      confirm your agreement to the terms of issue by signing and faxing to us a
      copy
      of the attached Final Terms.  Please also fax a copy of the Final
      Terms to the Agent.

     

    For
      and
      on behalf of [Name of Purchaser]

     

    
      	
              By:

            	
              ______________________

            


    

     

    
      	
               

            	
              Authorised
                signatory

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      D TO APPENDIX D

     

    FORM
      OF THE ISSUER’S CONFIRMATION TO AGENT AND PURCHASERS

     

    [Date]

     

    To:
      The
      Bank of New York

     

    and:
      [Name of Purchaser]

     

    Toyota
      Motor Finance (Netherlands) B.V.

    Toyota
      Credit Canada Inc.

    Toyota
      Finance Australia Limited

    Toyota
      Motor Credit Corporation

    €40,000,000,000
      Euro Medium Term Note Programme

     

    We
      hereby
      confirm our telephone instruction to The Bank of New York as Agent to prepare,
      complete, authenticate and issue a Temporary Global Note and/or a Permanent
      Global Note in accordance with:

     

    
      	
              (a)

            	
              the
                information contained in the confirmation from [Name of
                Purchaser] (a copy of which is attached hereto);
                and

            


    

     

    
      	
              (b)

            	
              the
                terms of the Operating and Administrative Procedures Memorandum relating
                to the above Programme,

            


    

     

    and
      to
      give instructions to Euroclear or Clearstream, Luxembourg to credit the account
      number [          ] of
      [Name of Purchaser] with [Euroclear/Clearstream,
      Luxembourg/other]* with the Notes
      represented by such [Temporary Global Note/Permanent Global Note] against
      payment to the account of The Bank of New York with [Euroclear/Clearstream,
      Luxembourg/other]* of
      [             ],
      being the net subscription price of such Notes.

     

    [Toyota
      Motor Finance (Netherlands) B.V.]

    [Toyota
      Credit Canada Inc.]

    [Toyota
      Finance Australia Limited]

    [Toyota
      Motor Credit Corporation]

     

    By:
      _____________________________

     

    [Form
      of
      Purchaser’s confirmation to be attached]

     

    

      

    

      
      
        	
                *

              	
                [Delete
                  as appropriate]

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      E TO APPENDIX D

     

    


     

    TRADING
      DESK INFORMATION

     

    The
      Issuers

     

    TOYOTA
      MOTOR FINANCE (NETHERLANDS) B.V.

    Atrium,
      Strawinskylaan 3105

    1077
      ZX
      Amsterdam

    The
      Netherlands

    Telephone
      No: 31 20 406 4444

    Fax
      No:
      31 20 406 4555

    Attention:
      Asako Sudo

     

    TOYOTA
      CREDIT CANADA INC.

    80
      Micro
      Court, Suite 200

    Markham

    Ontario
      L3R 9Z5

    Canada

    Telephone
      No: 905 513 8200

    Fax
      No:
      905 513 8335

    Attention:
      Executive Vice President

     

    TOYOTA
      FINANCE AUSTRALIA LIMITED

    Level
      9,
      207 Pacific Highway

    St
      Leonards

    NSW
      2065

    Australia

    Telephone
      No: 61 2 9430 0000

    Fax
      No:
      61 2 9430 0913

    Attention:
      Treasurer

     

    TOYOTA
      MOTOR CREDIT CORPORATION

    19001
      South Western Avenue

    Torrance,
      California 90501

    Telephone
      No: (310) 468-4001

    Fax
      No:
      (310) 468-6194

    Attention:
      Corporate Manager, Treasury

     

    The
      Dealers

     

    
      	
              MERRILL
                LYNCH INTERNATIONAL

              Merrill
                Lynch Financial Centre 2 King Edward Street

              London
                EC1A 1HQ

              Telephone:
                0207 995 3995 Telefax: 0207 995 2968

              Attn:
                EMTN Trading and Distribution Desk

            	
              BARCLAYS
                BANK PLC

              5
                The North Colonnade

              Canary
                Wharf

              London
                E14 4BB

              Telephone:
                0207 773 9090

              Telefax:
                0207 773 4876

              Attn:
                MTN Dealers

            	
              BNP
                PARIBAS

              10
                Harewood Avenue

              London
                NW1 6AA

              Telephone:
                0207 595 8601

              Telefax:
                0207 595 2555

              Attn:
                MTN Desk

            
	
              CANADIAN
                IMPERIAL BANK OF COMMERCE, LONDON BRANCH

              Cottons
                Centre

              Cottons
                Lane

              London
                SE1 2QL

              Telephone:
                0207 234 7185

              Telefax:
                0207 234 6083

              Attn:
                Euro Medium Term Note Desk

            	
              CITIGROUP
                GLOBAL MARKETS LIMITED

              Citigroup
                Centre

              Canada
                Square

              Canary
                Wharf

              London
                E14 5LB

              Telephone:
                0207 986 9050

              Telefax:
                0207 986 1929

              Attn:
                MTN Desk

            	
              CREDIT
                SUISSE SECURITIES (EUROPE) LIMITED

              One
                Cabot Square

              Canary
                Wharf

              London
                E14 4QJ

              Telephone:
                0207 888 4021

              Telefax:
                0207 905 6128

              Attn:
                MTN Trading Desk

            
	
              DAIWA
                SECURITIES SMBC EUROPE LIMITED

              5
                King William Street

              London
                EC4N 7AX

              Telephone:
                020 7597 8000

              Telefax:
                020 7597 8644

              Attn:
                Manager, Transaction Management

            	
              DEUTSCHE
                BANK AG, LONDON BRANCH

              Winchester
                House

              1
                Great Winchester Street

              London
                EC2N 2DB

              Telephone:
                020 7545 2761

              Telefax:
                011 3336 2031

              Attn:
                MTN Trading Desk

            	
              DRESDNER
                BANK AKTIENGESELLSCHAFT

              Jürgen-Ponto-Platz
                1

              D-60301
                Frankfurt am Main

              Federal
                Republic of Germany

              Telephone:
                +49 69 71314853

              Telefax:
                +49 69 7131 9812

              Attn:
                MTN-Desk

            
	
              GOLDMAN
                SACHS INTERNATIONAL

              Peterborough
                Court

              133
                Fleet Street

              London
                EC4A 2BB

              Telephone:
                020 7774 1000

              Telefax:
                020 7774 5711

              Attn:
                Euro Medium Term Note Desk

            	
              HSBC
                BANK PLC

              8
                Canada Square

              London
                E14 5HQ

              Telephone:
                020 7991 8888

              Telefax:
                020 7992 4973

              Attn:
                Transaction Management Group

            	
              J.P.
                MORGAN SECURITIES LTD.

              125
                London Wall

              London
                EC2Y 5AJ

              Telephone:
                020 7779 3469

              Telefax:
                020 7777 9153

              Attn:
                Euro Medium Term Note Desk

            
	
              MITSUBISHI
                UFJ SECURITIES INTERNATIONAL PLC

              6
                Broadgate

              London
                EC2M 2AA

              Telephone:
                020 7628 5555

              Telefax:
                020 7577 2872

              Attn:
                Legal Department, Transaction Management

            	
              MIZUHO
                INTERNATIONAL PLC

              Bracken
                House

              1
                Friday Street

              London
                EC4M 9JA

              Telephone:
                020 7236 1090

              Telefax:
                020 7236 0484

              Attn:
                MTN Trading Desk

            	
              MORGAN
                STANLEY & CO. INTERNATIONAL PLC

              25
                Cabot Square

              Canary
                Wharf

              London
                E14 4QA

              Telephone:
                020 7677 7799

              Telefax:
                020 7677 7999

              Attn:
                Debt Capital Markets-Head of Transaction Management
                Group

            
	
              NOMURA
                INTERNATIONAL PLC

              Nomura
                House

              1
                St. Martin’s-le-Grand

              London
                EC1A 4NP

              Telephone:
                020 7521 5652

              Telefax:
                020 7521 2616

              Attn:
                MTN Trading

            	
              ROYAL
                BANK OF CANADA EUROPE LIMITED

              71
                Queen Victoria Street

              London
                EC4V 4DE

              Telephone:
                020 7029 2031

              Telefax:
                020 7029 7927

              Attn:
                Euro Medium Term Note Desk

            	
              THE
                TORONTO-DOMINION BANK

              Triton
                Court

              14/18
                Finsbury Square

              London
                EC2A 1DB

              Telephone:
                020 7628 2262

              Telefax:
                020 7628 1054

              Attn:
                Managing Director, Origination & Syndication

            
	
              UBS
                LIMITED

              100
                Liverpool Street

              London
                EC2M 2RH

              Telephone:
                020 7567 2479

              Telefax:  020
                7568 3349

              Attn:  MTNs
                and Private Placements

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX E


    FORM
      OF THE NOTES

     

    Each
      Tranche of Notes in bearer form
      will be initially issued in the form of a temporary global Note (a
“Temporary Global Note”) or, if so specified in the applicable Final
      Terms, a permanent global Note (a “Permanent Global Note”) which, in
      either case, will:

     

    
      	
               

            	
              (i)

            	
              if
                the global Notes are issued in new global note (“NGN”) form, as
                stated in the applicable Final Terms, be delivered on or prior to
                the
                original issue date of the Tranche to a common safekeeper (the “Common
                Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and
                Clearstream Banking, société anonyme (“Clearstream, Luxembourg”);
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                the global Notes are not issued in NGN form, as stated in the applicable
                Final Terms, be delivered on or prior to the original issue date
                of the
                Tranche to a common depositary (the “Common Depositary”) for
                Euroclear and Clearstream,
                Luxembourg,

            


    

     

    without
      receipts, interest coupons or talons.

     

    The
      applicable Final Terms will specify
      whether the Notes are to be held in a manner which will allow Eurosystem
      eligibility.  This means that the Notes are to be deposited with one
      of the international central securities depositaries as Common Safekeeper and
      not necessarily that the Notes will be recognised as eligible collateral for
      Eurosystem monetary policy and intra-day credit operations by the Eurosystem
      either upon issue or at any or all times during their life.  Such
      recognition will depend upon satisfaction of the Eurosystem eligibility
      criteria.

     

    If
      the applicable Final Terms indicates
      that the global Note is a NGN, the nominal amount of the Notes represented
      by
      such global Notes will be the aggregate from time to time entered in the records
      of both Euroclear and Clearstream, Luxembourg. The records of Euroclear and
      Clearstream, Luxembourg (which expression in such Global Note means the records
      that each of Euroclear and Clearstream, Luxembourg holds for its customers
      which
      reflect the amount of each such customer’s interest in the Notes) will be
      conclusive evidence of the nominal amount of Notes represented by such Global
      Note and, for such purposes, a statement issued by Euroclear and/or Clearstream,
      Luxembourg, as the case may be, stating that the nominal amount of Notes
      represented by such Global Note at any time will be conclusive evidence of
      the
      records of Euroclear and/or Clearstream, Luxembourg at that time, as the case
      may be.

     

    While
      any Note is represented by a
      Temporary Global Note, payments of principal and interest (if any) due prior
      to
      the Exchange Date (as defined below) will be made (against presentation of
      the
      Temporary Global Note if the Temporary Global Note is not issued in NGN form)
      only upon certification of non-U.S. beneficial ownership (in the form set out
      in
      the Temporary Global Note) as required by U.S. Treasury regulations to Euroclear
      and/or Clearstream, Luxembourg.

     

    On
      and after the date which is 40 days
      after completion of the distribution of the relevant Tranche of Notes or, at
      the
      option of the relevant Issuer (with the consent of the Lead Manager(s) of the
      Tranche(s) of Notes of the relevant Series) the date which is 40 days after
      completion of the distribution of any additional issuance or issuances of one
      or
      more Tranches of Notes of the same Series that occurs within the 40 day period
      after the issue of the Temporary Global Note (the latest of such dates referred
      to as the “Exchange Date”) but, if the Temporary Global Note is issued
      in respect of a Tranche of Notes described as Partly Paid Notes in the
      applicable Final Terms, only if the final instalment on all outstanding such
      Notes has been paid, interests in the Temporary Global Note will be exchangeable
      (free of charge) either for interests in a Permanent Global Note without
      receipts, interest coupons or talons or for security-printed definitive Notes
      (as indicated in the applicable Final Terms), in each case against certification
      of non-U.S. beneficial ownership as required by U.S. Treasury regulations in
      accordance with the terms of the Temporary Global Note. The holder of a
      Temporary Global Note will not be entitled to collect any payment of interest
      or
      principal due on or after the Exchange Date unless, upon due certification,
      exchange of the Temporary Global Note for an interest in a Permanent Global
      Note
      or for definitive Notes is improperly withheld or refused. Pursuant to the
      Agency Agreement (as defined under “Terms and Conditions of the Notes”
      below) the Agent shall arrange that, where a further Tranche of Notes is issued
      after the Exchange Date, the Notes of such further Tranche shall be assigned
      security code numbers by Euroclear and Clearstream, Luxembourg which are
      different from the security code numbers assigned to Notes of any other Tranche
      of the same Series until at least the expiry of the distribution compliance
      period (as defined in Regulation S under the Securities Act) applicable to
      the
      Notes of such Tranche.

     

    The
      Permanent Global Note will, unless
      otherwise agreed between the relevant Issuer and the relevant Dealer, if the
      global Notes are issued in NGN form (to be eligible as collateral for Eurosystem
      operations) as stated in the applicable Final Terms, be delivered on or prior
      to
      the original issue date of the Tranche to the Common Safekeeper for Euroclear
      and Clearstream, Luxembourg.  If the global Notes are not issued in
      NGN form, the Permanent Global Note will be delivered to the Common Depositary
      for Euroclear and Clearstream, Luxembourg.

     

    Payments
      of principal and interest (if
      any) on a Permanent Global Note will be made through Euroclear and/or
      Clearstream, Luxembourg (against presentation or surrender (as the case may
      be)
      of the Permanent Global Note if the Permanent Global Note is not issued in
      NGN
      form) without any requirement for certification.

     

    A
      Permanent Global Note will, if
      specified in the applicable Final Terms, be exchanged in whole, but not in
      part,
      for security printed definitive Notes with, where applicable, receipts, interest
      coupons and talons attached: (i) at the request of the relevant Issuer; (ii)
      upon the Noteholders instructing Euroclear or Clearstream, Luxembourg or any
      other agreed clearing system in which such Permanent Global Note is being held
      to give at least 60 days’ written notice to the Agent, subject to the payment of
      costs in connection with the printing and distribution of the definitive Notes,
      if specified in the applicable Final Terms; and/or (iii) (free of charge) upon
      the occurrence of an Exchange Event (as defined below).

     

    For
      these purposes, “Exchange
      Event” means that (i) an Event of Default (as defined in Condition 9) has
      occurred and is continuing; (ii) the relevant Issuer has been notified that
      both
      Euroclear and Clearstream, Luxembourg, or any other agreed clearing system
      in
      which such Permanent Global Note is being held, have been closed for business
      for a continuous period of 14 days (other than by reason of holiday, statutory
      or otherwise) or have announced an intention permanently to cease business
      or
      have in fact done so and, as a result, Euroclear and Clearstream, Luxembourg
      or
      such other agreed clearing system in which such Permanent Global Note is being
      held are no longer willing or able to discharge properly their responsibilities
      with respect to such Notes and the Agent and the relevant Issuer are unable
      to
      locate a qualified successor; or (iii) the relevant Issuer has or will become
      subject to adverse tax consequences which would not be suffered were the Notes
      represented by the Permanent Global Note in definitive form.  The
      relevant Issuer will promptly give notice to Noteholders in accordance with
      Condition 16 if an Exchange Event occurs. In the event of the occurrence of
      an
      Exchange Event, Euroclear and/or Clearstream, Luxembourg and/or any other agreed
      clearing system in which such Permanent Global Note is being held (acting on
      the
      instructions of any holder of an interest in such Permanent Global Note) may
      give notice to the Agent requesting exchange and, in the event of the occurrence
      of an Exchange Event as described in (iii) above, the relevant Issuer may also
      give notice to the Agent requesting exchange. Any such exchange shall occur
      not
      later than 45 days after the date of receipt of the first relevant notice by
      the
      Agent.

     

    If
      a portion of the Notes continues to
      be represented by the Temporary Global Note after the issuance of definitive
      Notes, the Temporary Global Note shall thereafter be exchangeable only for
      definitive Notes, subject to certification of non-U.S. beneficial
      ownership.

     

    No
      definitive Note delivered in
      exchange for a Permanent Global Note or a Temporary Global Note shall be mailed
      or otherwise delivered to any locations in the United States of America in
      connection with such exchange. Temporary Global Notes and Permanent Global
      Notes
      and definitive Notes will be issued by the Agent pursuant to the Agency
      Agreement.

     

    If
      specified in the applicable Final
      Terms, other clearance systems capable of complying with the certification
      requirements set forth in the Temporary Global Note may be used in addition
      to
      or in lieu of Euroclear and Clearstream, Luxembourg, and any reference herein
      to
      Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits,
      except in relation to Notes issued in NGN form, be deemed to include such other
      additional or alternative clearing system.

     

    Temporary
      Global Notes and Permanent
      Global Notes will be issued in bearer form only.  Definitive Notes
      will be issued in bearer form or, in the case of Notes issued by TCCI, if so
      indicated in the applicable Final Terms, in registered form.

     

    For
      United States federal income tax
      purposes each Temporary Global Note, each Permanent Global Note and each
      definitive Note in bearer form which has an original maturity of more than
      183
      days and any interest coupon which may be detached therefrom (or, if the
      obligation is evidenced by a book entry, appears in the book or record in which
      the book entry is made) will carry the following legend:

     

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

     

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

     

    The
      following legend is required by the
      United States information reporting and backup withholding rules and will appear
      on all Temporary Global Notes, all Permanent Global Notes, all definitive Notes
      in bearer form, receipts and interest coupons for Notes with maturities at
      issuance of 183 days or less:

     

    “By
      accepting this obligation, the
      holder represents and warrants that it is not a United States person (other
      than
      an exempt recipient described in Section 6049(b)(4) of the Internal Revenue
      Code and the regulations thereunder) and that it is not acting for or on behalf
      of a United States person (other than an exempt recipient described in
      Section 6049(b)(4) of the Internal Revenue Code and the regulations
      thereunder).”

     

    Notes
      in bearer form will be issued in
      compliance with U.S. Treas. Reg. §1.163(c)(2)(i)(D) (the “D Rules”)
      unless (i) the applicable Final Terms state that the Notes are issued in
      compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”)
      or (ii) the Notes are issued other than in compliance with the D Rules or the
      C
      Rules but in circumstances in which the Notes will not constitute “registration
      required obligations” under the United States Tax Equity and Fiscal
      Responsibility Act of 1982 (“TEFRA”), which circumstances will be
      referred to in the applicable Final Terms as a transfer to which TEFRA is not
      applicable; provided that Notes with maturities at issuance of 183 days or
      less
      that are intended to comply with United States Treasury Regulation section
      1.6049-5(b)(10) will be issued in compliance with the D Rules (excluding the
      certification requirement) and in a face amount or principal amount of not
      less
      than U.S.$500,000 (as determined based on the spot rate on the date of issuance
      if in a foreign currency).

     

    Notes
      may be issued in registered form
      (“Registered Notes”) by TCCI, subject to applicable laws and
      regulations. Each Tranche of Registered Notes issued by TCCI will be represented
      on issue by a registered global Note which will be deposited on the relevant
      Issue Date with CDS and/or a depositary or common depositary for any other
      agreed clearing system.  Such registered global Note will not be
      exchangeable for Registered Notes in definitive form except on an Exchange
      Event
      (as that term is defined in the registered global Note). With respect to each
      Tranche of Registered Notes, TCCI has appointed, under a Note Agency Agreement
      dated 28th September, 2007 (the “Note Agency Agreement”), a transfer
      agent and registrar and a Canadian paying agent.

     

    Notes
      issued by any of TMF, TCCI or TFA
      on or after the date of this Offering Circular and which will form a single
      Series with Notes issued by TMF, TCCI or TFA, as the case may be, prior to
      the
      date of this Offering Circular shall be constituted by a trust deed last amended
      and restated on 28th September, 2006 and made between (among others) TMF, TCCI,
      TFA and Union Bank of California, N.A. as trustee and will be issued subject
      to,
      and with the benefit of, an agency agreement last amended and restated on 28th
      September, 2006 and made between (among others) TMF, TCCI, TFA and JPMorgan
      Chase Bank, N.A. (and the Agent is successor in business to JPMorgan Chase
      Bank,
      N.A.).

     

    Notes
      issued by TMCC on or after the
      date of this Offering Circular which will form a single Series with Notes issued
      by TMCC prior to the date of this Offering Circular will be issued subject
      to,
      and with the benefit of, an agency agreement last amended and restated on 28th
      September, 2006 and made between (among others) TMCC and JPMorgan Chase Bank,
      N.A. (and the Agent is successor in business to JPMorgan Chase Bank,
      N.A.).

     

    If
      specified in the applicable Final
      Terms, the relevant Issuer may use market standard definitions in the terms
      and
      conditions of any Notes, including those published by the International Swaps
      and Derivatives Association.

     

    Applicable
      Final Terms

     

    [See
      Annex B to Appendix D (Form of Operating and Administrative Procedures
      Memorandum) for the form of Final Terms.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX F

     

    ADDITIONAL
      DUTIES OF THE AGENT

     

    In
      relation to each Series of Notes that are New Global Notes, the Agent will
      comply with the following provisions:

     

    1.           The
      Agent will inform each of Euroclear and Clearstream, Luxembourg (the
ICSDs), through the common service provider appointed by the
      ICSDs to service the Notes (the CSP), of the initial issue
      outstanding amount (IOA) for each Tranche on or prior to the
      relevant Issue Date.

     

    2.           If
      any event occurs that requires a mark up or mark down of the records which
      an
      ICSD holds for its customers to reflect such customers’ interest in the Notes,
      the Agent will (to the extent known to it) promptly provide details of the
      amount of such mark up or mark down, together with a description of the event
      that requires it, to the ICSDs (through the CSP) to ensure that the IOA of
      the
      Notes remains at all times accurate.

     

    3.           The
      Agent will at least once every month reconcile its record of the IOA of the
      Notes with information received from the ICSDs (through the CSP) with respect
      to
      the IOA maintained by the ICSDs for the Notes and will promptly inform the
      ICSDs
      (through the CSP) of any discrepancies.

     

    4.           The
      Agent will promptly assist the ICSDs (through the CSP) in resolving any
      discrepancy identified in the IOA of the Notes.

     

    5.           The
      Agent will promptly provide to the ICSDs (through the CSP) details of all
      amounts paid by it under the Notes (or, where the Notes provide for delivery
      of
      assets other than cash, of the assets so delivered).

     

    6.           The
      Agent will (to the extent known to
      it) promptly provide to the ICSDs (through the CSP) notice of any changes to
      the
      Notes that will affect the amount of, or date for, any payment due under the
      Notes.

     

    7.           The
      Agent will (to the extent known to it) promptly provide to the ICSDs (through
      the CSP) copies of all information that is given to the holders of the
      Notes.

     

    8.           The
      Agent will promptly pass on to the relevant Issuer all communications it
      receives from the ICSDs directly or through the CSP relating to the
      Notes.

     

    9.           The
      Agent will (to the extent known to it) promptly notify the ICSDs (through the
      CSP) of any failure by the relevant Issuer to make any payment or delivery
      due
      under the Notes when due.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX G

     

    FORM
      OF DEED POLL

    
 

    (SUBSTITUTION
      OF ISSUER)

     

    This
      Deed
      Poll is made on [        ], 20[ ] by
      [        ] (the Retiring
      Issuer), a company incorporated in
      [       ] and
      [        ] (the Substitute
      Issuer), a company incorporated in
      [        ].

    


    WHEREAS:

     

    
      	
              (A)

            	
              It
                has been proposed that in respect of the [principal amount]
                [description of Series] Notes due [maturity] (the
                Notes) of the Retiring Issuer issued under the Euro
                Medium Term Note Programme of, inter alia, the Retiring Issuer
                there will be a substitution of the Substitute Issuer for the Retiring
                Issuer as the issuer of the Notes (the
                substitution).

            


    

     

    
      	
              (B)

            	
              The
                Notes have been issued under, and with the benefit of, an Agency
                Agreement
                (the Agency Agreement, which expression includes the same
                as it may be amended, supplemented or restated from time to time)
                dated 28
                September 2007 between, inter alia, the Retiring Issuer, The Bank
                of New York as agent and the other paying agents named
                therein.

            


    

     

    NOW
      THIS DEED WITNESSES AS FOLLOWS:

     

    
      	
              1.

            	
              References
                herein to the Notes include any Global Note representing
                the Notes and other expressions defined in the Notes and the Agency
                Agreement have the same meaning in this Deed unless the context requires
                otherwise.

            


    

     

    
      	
              2.

            	
              The
                Substitute Issuer agrees that, with effect from and including the
                date of
                execution of this Deed Poll, all the other conditions to the substitution
                contained in Condition 14 having been met, (the Effective
                Date), it shall be deemed to be the “Issuer” for all purposes in
                respect of the Notes[, the Receipts, the Coupons, the Talons] and
                the
                Agency Agreement insofar as it relates to the Notes, as fully as
                if the
                Substitute Issuer had been named in the Notes[, the Receipts, the
                Coupons,
                the Talons] and the Agency Agreement as the principal debtor in respect
                of
                them in place of the Retiring Issuer and, accordingly, it shall be
                entitled to all the rights, and shall be subject to all the liabilities
                and obligations, on the part of the Retiring Issuer contained in
                them.

            


    

     

    
      	
              3.

            	
              With
                effect from and including the Effective Date, the Retiring Issuer
                is
                released from all its liabilities and obligations as principal debtor,
                in
                its capacity as issuer of the Notes, contained in the Notes[, the
                Receipts, the Coupons, the Talons] and the Agency Agreement insofar
                as
                they relate to the Notes.

            


    

     

    
      	
              4.

            	
              With
                effect from and including the Effective Date, the Conditions of the
                Notes
                and the provisions of the Agency Agreement relating to the Substitute
                Issuer (but without altering such provisions insofar as they relate
                to
                notes issued pursuant to the Agency Agreement other than Notes) are
                amended in the following ways:

            


    

     

    
      	
               

            	
              (a)

            	
              the
                following sentence is added to the end of the fourth paragraph of
                the
                Conditions:

            


    

     

    “The
      Noteholders (as defined below) have the benefit of a Deed Poll (the Deed
      Poll) dated
      [          ] executed by
      [insert appropriate reference to the Substitute Issuer] and the
      [insert appropriate reference to the Retiring Issuer] [and a Credit
      Support Agreement dated
      [          ] between the
      Substitute Issuer and [TFS][the Parent] executed in relation to the Notes [and
      the Basic Agreement]].”

     

    
      	
               

            	
              [(b)

            	
              Where
                the Substitute Issuer is subject generally to a taxing jurisdiction
                differing from or in addition to the taxing jurisdiction to which
                the
                Retiring Issuer for which it shall have been substituted under Condition
                14 was subject insert here an undertaking or covenant in terms
                corresponding to Condition 7 with the substitution for or addition
                to the
                references to the taxing jurisdiction to which the Retiring Issuer,
                as the
                case may be, was subject of references to the taxing jurisdiction
                or
                additional taxing jurisdiction to which such Substitute Issuer, as
                the
                case may be, is subject and, in such case, specify that Condition
                7 shall
                be deemed to be modified accordingly when the substitution takes
                effect.]

            


    

     

    
      	
              5.

            	
              The
                Substitute Issuer represents, warrants and undertakes with each and
                every
                Noteholder, Couponholder and Relevant Account Holder that the Substitute
                Issuer is solvent and that it has all corporate power, and has taken
                all
                necessary corporate or other steps including obtaining all necessary
                governmental and regulatory approvals and consents for the substitution
                and for the performance by the Substitute Issuer of its obligations
                under
                the Notes[, the Receipts, the Coupons and Talons] and the Agency
                Agreement, to enable it to execute, deliver and perform this Deed,
                and
                that this Deed constitutes legal, valid and binding obligations of
                the
                Substitute Issuer enforceable in accordance with its terms, subject
                to the
                laws of bankruptcy, insolvency, reorganisation, moratorium or similar
                laws
                affecting creditors’
                rights  generally.

            


    

     

    
      	
              6.

            	
              The
                Substitute Issuer agrees that the benefit of the undertakings and
                the
                covenants binding upon it contained in this Deed shall be for the
                benefit
                of each and every Noteholder, Couponholder and Relevant Account Holder
                and
                each Noteholder, Couponholder and Relevant Account Holder shall be
                entitled severally to enforce such obligations against the Substitute
                Issuer.

            


    

     

    
      	
              7.

            	
              The
                Retiring Issuer represents, and warrants with each and every Noteholder,
                Couponholder and Relevant Account Holder that it has obtained all
                necessary governmental and regulatory approvals and consents for
                the
                substitution.

            


    

     

    
      	
              8.

            	
              Duplicates
                of this Deed shall be deposited with and held to the exclusion of
                the
                Substitute Issuer by the Relevant Clearing System and the Agent until
                complete performance of the obligations contained in the Notes and
                the
                Agency Agreement relating to them occurs and the Substitute Issuer
                hereby
                acknowledges the right of every Noteholder, Couponholder and Relevant
                Account Holder to production of this Deed and, upon request and payment
                of
                the expenses incurred in connection therewith, to the production
                of a copy
                hereof certified to be a true and complete
                copy.

            


    

     

    
      	
              9.

            	
              This
                Deed may only be amended in the same way as the other Conditions
                and the
                Agency Agreement are capable of amendment under the Conditions and
                Clause
                28 of the Agency Agreement.

            


    

     

    
      	
              10.

            	
              This
                Deed shall be governed by, and construed in accordance with, English
                law.

            


    

     

    
      	
              11.

            	
              The
                Substitute Issuer hereby irrevocably agrees for the exclusive benefit
                of
                the Noteholders, Couponholders and Relevant Account Holders that
                the
                courts of England are to have jurisdiction to settle any disputes
                which
                may arise out of or in connection with this Deed and that accordingly
                any
                suit, action or proceedings (together referred to as
                Proceedings) arising out of or in connection with this
                Deed may be brought in such courts.  The Substitute Issuer
                hereby irrevocably waives any objection which it may have to the
                laying of
                the venue of any Proceedings in any such courts and any claim that
                any
                such Proceedings have been brought in an inconvenient forum and hereby
                further irrevocably agrees that a judgment in any Proceedings brought
                in
                the English courts shall be conclusive and binding upon the Substitute
                Issuer and may be enforced in the courts of any other
                jurisdiction.  Nothing contained herein shall limit any right to
                take Proceedings against the Substitute Issuer in any other court
                of
                competent jurisdiction, nor shall the taking of Proceedings in one
                or more
                jurisdictions preclude the taking of Proceedings in any other
                jurisdiction, whether concurrently or not.  [The Substitute
                Issuer hereby appoints [Toyota Financial Services (UK) PLC of Great
                Burgh,
                Burgh Heath, Epsom, Surrey KT18 5UZ] as its agent for service of
                process
                and agrees that, in the event of [Toyota Financial Services (UK)
                PLC]
                ceasing so to act or ceasing to be registered in England, it will
                appoint
                another person as its agent for service of process in England in
                respect
                of any Proceedings.]

            


    

     

    IN
      WITNESS whereof this Deed has been executed by and on behalf of the
      parties hereto as a Deed Poll as of the day and year first above
      written.

     

    [Signed
      as a
      deed                                                      )

    by
      [
                        ]                                                      )

    [being
      duly
      authorised                                                      )

    attorney
      of] [Substitute
      Issuer]                                                                )

    in
      the
      presence
      of:]                                                      )

    [U.K.
      Substitute
      Issuer                                                      )

    acting
      by
      [name of
      director]                                                      )

    a
      Director and [name
      of                                                                )

    director
      or secretary]
      [a                                                                )

    Director]
      [the
      Secretary]]                                                      )

     

    


     

    


     

    


     

    [Signed
      as a
      deed                                                      )

    by
      [
                        ]                                                      )

    being
      duly
      authorised                                                      )

    attorney
      of [Retiring
      Issuer]                                                      )

    in
      the
      presence
      of:                                                      )