EX-4.C



 





EXHIBIT 4 (c)




[SPECIMEN]



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED
FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




	 	 	 
	REGISTERED

	 	PRINCIPAL AMOUNT:
	No.
	 	 






CUSIP:




GLOBAL SECURITY




AMERICAN GENERAL FINANCE CORPORATION

FLOATING RATE

MEDIUM-TERM NOTE, SERIES J




SPECIFIED CURRENCY (If other than U.S. dollars):



EXCHANGE RATE AGENT (If Specified Currency is other than U.S. dollars):



AUTHORIZED DENOMINATIONS (If other than U.S.$100,000 and integral multiples of U.S.$1,000 in excess
thereof):




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ORIGINAL ISSUE DATE:	 	INITIAL INTEREST RESET DATE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	INTEREST RESET DATES:	 	STATED MATURITY:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	INITIAL INTEREST RATE:	 	INTEREST PAYMENT DATES:	 	INDEX MATURITY:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	DAY COUNT CONVENTION:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	INTEREST RATE BASIS OR BASES:	 	REGULAR RECORD DATES:	 	OPTIONAL REPAYMENT DATE(S):
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	SPREAD (Plus or Minus):	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IF LIBOR:	 	 	 	 	 	 
	 	 	o	 	LIBOR Reuters Page: ____	 	SPREAD MULTIPLIER:	 	INITIAL REDEMPTION DATE:
	 	 	o	 	LIBOR Moneyline Telerate Page: ____	 	 	 	 	 	 
	 	 	o	 	LIBOR Currency (if other than U.S. dollars):____	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	MAXIMUM INTEREST RATE:	 	INITIAL REDEMPTION PERCENTAGE:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IF CMT RATE:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	o	 	CMT Moneyline Telerate Page 7051	 	MINIMUM INTEREST RATE:	 	ANNUAL REDEMPTION

PERCENTAGE REDUCTION:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	o	 	CMT Moneyline Telerate Page 7052	 	INTEREST CALCULATION:	 	 
	 

	 	 	 	o
	 	One-week average yield
	 	o
	 	Regular Floating Rate Note
	 	ADDENDUM ATTACHED:
	 

	 	 	 	o
	 	One-month average yield
	 	o
	 	Floating Rate/Fixed Rate Note
	 	  o YES     o NO
	 

	 	 	 	 	 	 	 	 	 	Fixed Rate Commencement Date:	 	 
	 

	 	 	 	 	 	 	 	 	 	Fixed Interest Rate:	 	 
	 

	 	 	 	 	 	 	 	o
	 	Inverse Floating Rate Note	 	 
	 

	 	 	 	 	 	 	 	 	 	Fixed Interest Rate:	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	OTHER PROVISIONS:






 









 





     AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the “Company”, which term
includes any successor corporation under the Indenture referred to herein), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal amount specified above
in the currency specified above (the “Specified Currency”) on the Stated Maturity specified above
(except to the extent redeemed, repaid or accelerated prior to the Stated Maturity), and to pay
interest thereon in the Specified Currency at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and thereafter at a rate per
annum determined in accordance with the provisions hereof and any Addendum relating hereto
depending upon the Interest Rate Basis or Bases and such other terms specified above until the
principal hereof is paid or duly made available for payment. References herein to “this Note”,
“hereof”, “herein” and comparable terms shall include an Addendum hereto if an Addendum is
specified above.



     The Company will pay interest on each Interest Payment Date specified above, commencing on
the first Interest Payment Date next succeeding the Original Issue Date specified above, unless
the Original Issue Date occurs after a Regular Record Date (as defined below) and on or before
the next succeeding Interest Payment Date, in which case commencing on the second Interest
Payment Date succeeding the Original Issue Date, and on the Stated Maturity or any Redemption
Date or Optional Repayment Date (each as defined below) (the date of each such Stated Maturity,
Redemption Date and Optional Repayment Date and the date on which principal is due and payable by
acceleration pursuant to the Indenture (as defined below) being referred to hereinafter as a
“Maturity” with respect to principal payable on such date). Interest on this Note will accrue at
the rates determined as specified herein from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for or, if no interest has been paid or duly
provided for, from and including the Original Issue Date specified above, to but excluding the
applicable Interest Payment Date or Maturity, as the case may be, until the principal hereof has
been paid or duly made available for payment. If the Maturity falls on a day that is not a
Business Day (as defined below), principal, premium, if any, and interest payable with respect to
such Maturity will be paid on the next succeeding Business Day with the same force and effect as
if made on such Maturity, and no interest shall accrue with respect to such payment for the
period from and after such Maturity. If any Interest Payment Date other than an Interest Payment
Date at Maturity would fall on a day that is not a Business Day, such Interest Payment Date shall
be postponed to the next succeeding day that is a Business Day, except that if the Interest Rate
Basis specified above is LIBOR and such Business Day falls in the next calendar month, then the
applicable Interest Payment Date shall be the immediately preceding Business Day. The interest
so payable and punctually paid or duly provided for on any Interest Payment Date will be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such Interest Payment Date (the “Holder”). The
Regular Record Date shall be the fifteenth calendar day, whether or not a Business Day,
immediately preceding the related Interest Payment Date. Any such interest which is payable but
not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the Holder on such Regular Record Date and may
be paid to the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.



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     For purposes of this Note, “Business Day” means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York; provided, however, that,
with respect to Notes denominated in a currency other than U.S. dollars, the day must also not be
a day on which commercial banks are authorized or required by law, regulation or executive order
to close in the Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, if the Specified Currency is Euro, the day must also be a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system is
open); and provided, further, that if an Interest Rate Basis specified above is LIBOR, the day
must also be a London Business Day (as defined below). “Principal Financial Center” means, as
applicable, the capital city of the country issuing the Specified Currency or the capital city of
the country to which the LIBOR Currency relates; provided, however, that with respect to U.S.
dollars, Australian dollars, Canadian dollars, Euro, South African rand and Swiss francs, the
“Principal Financial Center” shall be The City of New York, Sydney, Toronto, London, Johannesburg
and Zurich, respectively. “London Business Day” means a day on which commercial banks are open
for business (including dealings in any LIBOR Currency specified above) in London.



     The principal hereof and any premium and interest hereon are payable by the Company in the
Specified Currency shown above. If the Specified Currency of this Note is U.S. dollars, then
payment of the principal, premium, if any, and interest on this Note will be made by wire
transfer of such money of the United States of America as at the time of payment shall be legal
tender for payment of public and private debts to an account specified by the Holder for such
purpose. If the Specified Currency of this Note is other than U.S. dollars, the Exchange Rate
Agent specified above or a successor thereto (the “Exchange Rate Agent”) will (unless otherwise
specified herein) arrange to convert all payments in respect hereof into U.S. dollars in the
manner described below. However, the Holder hereof may elect to receive all or a specified
portion of any payment of principal, premium, if any, and/or interest in respect hereof in the
Specified Currency by delivery of a written request to the Paying Agent at its corporate trust
office in The City of New York on or prior to the fifth Business Day after the applicable record
date or at least ten calendar days prior to the Maturity, as the case may be. Such request may
be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission.
Such election will remain in effect until revoked by written notice delivered to the Paying Agent
on or prior to the fifth Business Day after the applicable record date or at least ten calendar
days prior to the Maturity, as the case may be.



     If the Specified Currency is other than U.S. dollars and the Holder fails to elect payment
in such Specified Currency, the amount of any U.S. dollar payments to be made in respect hereof
will be determined by the Exchange Rate Agent in the morning of the day that would be considered
the date for “spot” settlement of such Specified Currency on the applicable Interest Payment Date
or Maturity in accordance with market convention (generally two New York Business Days (as
defined below) prior to the Interest Payment Date or Maturity, as the case may be) at the market
rate determined by the Exchange Rate Agent to accomplish the conversion on that Interest Payment
Date or Maturity of the aggregate amount of the Specified Currency payable on this Note (and any
other Note with similar terms and bearing the same CUSIP number) to be converted into U.S.
dollars. “New York Business Day” means any day, other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which commercial banks are authorized or required by law, regulation
or executive order to close in The City



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of New York. All currency exchange costs will be borne
by the Holder hereof by deductions from such U.S. dollar payments.



     Except as set forth below, if any payment in respect hereof is required to be made in a
Specified Currency other than U.S. dollars and such currency is unavailable to the Company due to
the imposition of governmental exchange controls or other circumstances beyond the Company’s
control or is no longer used by the government of the country issuing such currency (unless
replaced by the Euro) or for the settlement of transactions by public institutions of or within
the international banking community, then such payment shall be made in U.S. dollars until such
currency is again available to the Company or so used. In the event of such unavailability of
the Specified Currency, the Company will be entitled to satisfy its obligations to the Holder by
making payments in U.S. dollars on the basis of the Market Exchange Rate (as defined below),
computed by the Exchange Rate Agent, on the second Business Day prior to the particular payment
or, if the Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate. The “Market Exchange Rate” for a Specified Currency other than
U.S. dollars means the noon dollar buying rate in The City of New York for cable transfers for
the Specified Currency as certified for customs purposes (or, if not so certified, as otherwise
determined) by the Federal Reserve Bank of New York. Any payment in respect of this Note made in
U.S. dollars under such circumstances will not constitute an Event of Default under the
Indenture.



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



     If the principal of and any interest and premium, if any, on this Note is payable in a
Specified Currency other than U.S. dollars and the issuing country of such Specified Currency
becomes a Participating Member State (as defined below), then the Company may, solely at its
option and without the consent of the Holder of this Note or the need to amend the Indenture or
this Note, on any Interest Payment Date occurring after the date on which such country has become
a Participating Member State (such Interest Payment Date, a “Redenomination Date”), redenominate
this Note into Euro upon the giving of not less than 30 days’ notice thereof to the Holder of
this Note, which notice shall set forth the manner in which such redenomination shall be
effected. If the Company elects to redenominate this Note, the election to redenominate will
have effect as follows:



          1. the Specified Currency will be deemed to be redenominated in such amount of Euro as is
equivalent to its denomination or the amount of interest so specified in the Specified Currency
at the Fixed Conversion Rate (as defined below) adopted by the Council of the European Union for
the Specified Currency, rounded down to the nearest Euro 0.01;




          2. after the Redenomination Date, all payments in respect of this Note, other than payments
of interest in respect of periods commencing before the Redenomination Date, will be made solely
in Euro as though references in this Note to the Specified Currency were to Euro. Payments will
be made in Euro by credit or transfer to a Euro-denominated account (or any other account to
which Euro may be credited or transferred) specified by the Holder, or at the option of the
Holder, by a Euro cheque;




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          3. if interest hereon for any period ending on or after the Redenomination Date is required
to be calculated at a fixed rate for a period of less than one year, it will be calculated on the
basis of the applicable fraction specified on the first page of this Note;




          4. if interest hereon for any period ending on or after the Redenomination Date is required
to be calculated at a floating rate, it will continue to be calculated in the same manner unless
otherwise specified on the first page of this Note;




          5. such other changes shall be made to the terms of this Note as the Company may decide,
after consultation with the Trustee, and as may be specified in the notice, to conform them to
conventions then applicable to debt securities denominated in Euro or to enable this Note to be
consolidated with other notes, whether or not originally denominated in the Specified Currency or
Euro. Any such other changes will not take effect until after they have been notified to the
Holder.




     The definition of Business Day that shall apply for payments on or in respect hereof
following any redenomination hereof and for all other purposes under this Note and under the
Indenture shall be (A) the business day definition for fixed rate Euro-denominated debt
obligations issued in the Euromarkets and held in international clearing systems which are
consistent with existing or anticipated market practices as determined by the Company or (B) if
no such business day definition is so determined, the definition of business day which applied to
this Note before redenomination or (C) if the Company would be unable to make payments on this
Note on the date that payment is expressed to be due if (B) above were to apply, such other
business day definition as is determined by the Company.



     “Fixed Conversion Rate” with respect to any Specified Currency means the irrevocably fixed
conversion rate between the Euro and such Specified Currency adopted by the Council of the
European Union according to Article 109 (4), first sentence, of the Treaty of Rome (as defined
below).



     “Participating Member State” means a member state of the European Union that adopts the Euro
in accordance with the Treaty of Rome.



     “Treaty of Rome” means the Treaty of Rome of March 25, 1957, as amended by the Single
European Act of 1986 and the Maastricht Treaty (as defined below), establishing the European
Community, as amended from time to time.



     “Maastricht Treaty” means the Treaty on European Union which was signed in Maastricht, the
Netherlands, on February 1, 1992 and came into force on November 1, 1993.



     Except as provided herein with respect to the redenomination of this Note into Euro, the
occurrence or non-occurrence of an EMU Event (as defined below) or the entry into force of any
law, regulation, directive or order requiring redenomination to be undertaken on terms different
than those described herein, will not have the effect of altering any term of, or discharging or
excusing performance under, the Indenture or this Note nor give the Company, the Trustee or the
Holder of this Note, the right unilaterally to alter or terminate the Indenture or this Note or
give rise to any Event of Default or otherwise be the basis for any acceleration, early
redemption, rescission, notice, repudiation, adjustment or renegotiation of the terms of the
Indenture or this Note. The occurrence or non-occurrence of an EMU Event will be considered to
occur automatically pursuant to the terms of this



-5-









 







Note. For purposes hereof, “EMU Event” means
any event associated with the Economic Monetary Union as contemplated by the Treaty of Rome in
the European Community, including, without limitation, each (and any combination) of (i) the
fixing of exchange rates between the currency of a Participating Member State and the Euro or
between the currencies of Participating Member States; (ii) the introduction of the Euro as
lawful currency in a Participating Member State; (iii) the withdrawal from legal tender of any
currency that,
before the introduction of the Euro, was lawful currency in any of the Participating Member
States; or (iv) the disappearance or replacement of a relevant rate option or other price source
for the national currency of any Participating Member States, or the failure of the agreed price
or rate sponsor or screen provider (or any successor thereof) to publish or display a relevant
rate, index, price, page or screen.



     In the event that the issuing country of the Specified Currency, or, in the case of the
Euro, the European Union, officially redenominates the Specified Currency into, or replaces it
with, a currency other than the Euro, then the Company’s obligations with respect to payments on
this Note shall be deemed, immediately following such redenomination, to provide for payment of
that amount of redenominated currency representing the amount of the Company’s obligations
immediately prior to such redenomination (by application of the fixed conversion rate adopted for
this purpose by such country, or the European Union, as the case may be). Except as set forth
above, in no event shall any adjustment be made to any amount payable with respect to this Note
as a result of any change in the value of the Specified Currency relative to any other currency
due solely to fluctuations in exchange rates.



     Commencing with the Initial Interest Reset Date specified above, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified above; provided,
however, that if this Note is designated above as a Floating Rate/Fixed Rate Note, the interest
rate will no longer be reset after the Fixed Rate Commencement Date specified above. Each such
reset rate shall be applicable on and after the Interest Reset Date (which term includes the
Initial Interest Reset Date unless the context requires otherwise) to which it relates, to but not
including the next succeeding Interest Reset Date, or until the Maturity, as the case may be. If
any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding Business Day; provided that if an Interest Rate
Basis specified above is LIBOR and such Business Day is in the next calendar month, then the
Interest Reset Date shall be the immediately preceding Business Day. In addition, if an Interest
Rate Basis specified above is the Treasury Rate and the Interest Determination Date (as defined
below) would otherwise be an Interest Reset Date, then such Interest Reset Date will be postponed
to the next succeeding Business Day.



     Regular Floating Rate Notes. Unless this Note is designated on the first page hereof as a
Floating Rate/Fixed Rate Note or an Inverse Floating Rate Note or as having an Addendum attached
hereto or Other Provisions apply relating to a different interest rate formula, it will bear
interest at the rate determined by reference to the Interest Rate Basis or Bases specified on the
first page hereof plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, specified on the first page hereof.



     Floating Rate/Fixed Rate Notes. If this Note is designated on the first page hereof as a
Floating Rate/Fixed Rate Note, it will bear interest at the rate determined by reference to the
Interest Rate Basis or



-6-









 







Bases specified on the first page hereof plus or minus the Spread, if any,
and/or multiplied by the Spread Multiplier, if any, specified on the first page hereof; provided
that on the Fixed Rate Commencement Date specified on the first page hereof, the interest rate will
be reset to the Fixed Interest Rate specified on the first page hereof or, if no Fixed Interest
Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate
Commencement Date, and such interest rate will continue in effect until the Maturity.



     Inverse Floating Rate Notes. If this Note is designated on the first page hereof as an
Inverse Floating Rate Note, it will bear interest at the Fixed Interest Rate specified on the first
page hereof minus
the rate determined by reference to the Interest Rate Basis or Bases specified on the first
page hereof plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
specified on the first page hereof; provided, however, that unless otherwise specified on the first
page hereof, the interest rate on this Note will not be less than zero percent.



     Subject to applicable provisions of law and except as otherwise specified herein, on each
Interest Reset Date the rate of interest on this Note shall be the rate determined by the
Calculation Agent (as defined herein) in accordance with the applicable provisions below.



     Determination of CD Rate. If an Interest Rate Basis specified on the first page hereof is the
CD Rate, this Note will bear interest at rates calculated with reference to the CD Rate and the
specified Spread and/or Spread Multiplier, if any.



     “CD Rate” means (1) the rate on the applicable Interest Determination Date for negotiable
United States dollar certificates of deposit having the Index Maturity specified on the first page
hereof, as published in H.15(519) (as defined below) opposite the caption “CDs (secondary market)”,
or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time,
on the related Calculation Date (as defined below), the rate on the applicable Interest
Determination Date for negotiable United States dollar certificates of deposit having the specified
Index Maturity, as published in H.15 Daily Update (as defined below), or such other recognized
electronic source used for the purpose of displaying the applicable rate, opposite the caption “CDs
(secondary market)”, or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate calculated by the Calculation Agent
as the arithmetic mean of the secondary market offered rates for Negotiable CDs (as defined below),
as quoted as of 10:00 A.M., New York City time, on the applicable Interest Determination Date by
three leading non-bank dealers in negotiable United States dollar certificates of deposit in The
City of New York selected by the Calculation Agent, or (4) if one or more of the dealers selected
by the Calculation Agent are not quoting as mentioned in clause (3), the rate in effect on the
applicable Interest Determination Date.



     “Negotiable CDs” means negotiable United States dollar certificates of deposit of major United
States money market banks with a remaining maturity closest to the specified Index Maturity and in
an amount that is representative for a single transaction in that market at that time.



     “H.15(519)” means the weekly statistical release designated as H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/current, or any successor site or publication.



-7-









 





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



     Determination of CMT Rate. If an Interest Rate Basis specified on the first page hereof is the
CMT Rate, this Note will bear interest at rates calculated with reference to the CMT Rate and the
specified Spread and/or Spread Multiplier, if any.



     “CMT Rate” means:



     (1) if CMT Moneyline Telerate Page 7051 is specified on the first page hereof: (a) the
percentage equal to the yield for United States Treasury securities at “constant maturity” having
the Index Maturity specified on the first page hereof as published in H.15(519) opposite the
caption “Treasury constant maturities”, as the yield is displayed on Moneyline Telerate, or any
successor service, on page 7051, or any other page as may replace page 7051 on that service
(“Moneyline Telerate Page 7051”), for the applicable Interest Determination Date, or (b) if the
rate referred to in clause 1(a) is no longer displayed on Moneyline Telerate Page 7051 or is not so
displayed by 3:00 P.M., New York City time, on the related Calculation Date, the percentage equal
to the yield for United States Treasury securities at “constant maturity” having the specified
Index Maturity and for the applicable Interest Determination Date as published in H.15(519)
opposite the caption “Treasury constant maturities”, or (c) if the rate referred to in clause 1(b)
is no longer published or is not published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the applicable Interest Determination Date for the period of the
specified Index Maturity as may then be published by either the Federal Reserve System Board of
Governors or the United States Department of the Treasury that the Calculation Agent determines to
be comparable to the rate which would otherwise have been published in H.15(519), or (d) if the
rate referred to in clause 1(c) is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City
time, on the applicable Interest Determination Date of three leading primary United States
government securities dealers in The City of New York (each, a “Reference Dealer”) selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation or, in the event of equality, one of the highest, and the lowest quotation or, in
the event of equality, one of the lowest, for United States Treasury securities with an original
maturity equal to the specified Index Maturity, a remaining term to maturity no more than one year
shorter than that Index Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time, or (e) if fewer than five but more than
two of the prices referred to in clause 1(d) are provided as requested, the rate calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the bid prices obtained
pursuant to clause 1(d) and neither the highest nor the lowest of the quotations will be
eliminated, or (f) if fewer than three of the prices referred to in clause 1(d) are provided as
requested, the rate calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City
time, on the applicable Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation or, in the event of equality, one of the highest, and the lowest quotation or, in
the event of equality, one of the lowest, for United States Treasury securities with an original
maturity greater than the specified Index Maturity, a remaining term to maturity closest to that



-8-









 







Index Maturity and in a principal amount that is representative for a single transaction in the
securities in that market at that time, or (g) if fewer than five but more than two of the prices
referred to in clause 1(f) are provided as requested, the rate calculated by the Calculation Agent
as a yield to maturity based on the arithmetic mean of the bid prices obtained pursuant to clause
1(f) and neither the highest nor the lowest of the quotations will be eliminated, or (h) if fewer
than three of the prices referred to in clause 1(f) are provided as requested, the rate in effect
on the applicable Interest Determination Date; or



     (2) if CMT Moneyline Telerate Page 7052 is specified on the first page hereof: (a) the
percentage equal to the one-week or one-month average yield as specified on the first page hereof
for United States Treasury securities at “constant maturity” having the Index Maturity specified on
the first page hereof as published in H.15(519) opposite the caption “Treasury constant
maturities”, as the yield is displayed on Moneyline Telerate, or any successor service, on page
7052, or any other page as may replace page 7052 on that service (“Moneyline
Telerate Page 7052”), for the week or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the applicable Interest Determination Date falls, or (b) if the rate
referred to in clause 2(a) is no longer displayed on Moneyline Telerate Page 7052 or is not so
displayed by 3:00 P.M., New York City time, on the related Calculation Date, the percentage equal
to the specified one-week or one-month average yield for United States Treasury securities at
“constant maturity” having the specified Index Maturity as published in H.15(519) opposite the
caption “Treasury constant maturities” for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the applicable Interest Determination Date
falls, or (c) if the rate referred to in clause 2(b) is no longer published or is not published by
3:00 P.M., New York City time, on the related Calculation Date, the specified one-week or one-month
average yield for United States Treasury securities at “constant maturity” having the specified
Index Maturity as otherwise announced by the Federal Reserve Bank of New York for the week or
month, as applicable, ended immediately preceding the week or month, as applicable, in which the
applicable Interest Determination Date falls, or (d) if the rate referred to in clause 2(c) is not
so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate calculated
by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of
equality, one of the highest, and the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original maturity equal to the specified
Index Maturity, a remaining term to maturity no more than one year shorter than that Index Maturity
and in a principal amount that is representative for a single transaction in the securities in that
market at that time, or (e) if fewer than five but more than two of the prices referred to in
clause 2(d) are provided as requested, the rate calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the bid prices obtained pursuant to clause 2(d) and
neither the highest nor the lowest of the quotations will be eliminated, or (f) if fewer than three
of the prices referred to in clause 2(d) are provided as requested, the rate calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination
Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation or, in the event of
equality, one of the highest, and the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original maturity longer than the specified
Index Maturity, a remaining term to maturity closest to that Index Maturity and in a principal
amount that is representative for a single transaction in the securities in that market at that
time, or (g) if fewer than five but



-9-









 







more than two of the prices referred to in clause 2(f) are
provided as requested, the rate calculated by the Calculation Agent as a yield to maturity based on
the arithmetic mean of the bid prices obtained pursuant to clause 2(f) and neither the highest nor
the lowest of the quotations will be eliminated, or (h) if fewer than three of the prices referred
to in clause 2(f) are provided as requested, the rate in effect on the applicable Interest
Determination Date.



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



     Commercial Paper Rate. If an Interest Rate Basis specified on the first page hereof is the
Commercial Paper Rate, this Note will bear interest at rates calculated with reference to the
Commercial Paper Rate and the specified Spread and/or Spread Multiplier, if any.



     “Commercial Paper Rate” means: (1) the rate calculated by the Calculation Agent as the Money
Market Yield (as defined below) on the applicable Interest Determination Date of the rate for
commercial paper having the Index Maturity specified on the first page hereof, as published in
H.15(519) under the caption “Commercial paper—Nonfinancial”, or (2) if the rate described in clause
(1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate
calculated by the Calculation Agent as the Money Market Yield on the applicable Interest
Determination Date of the rate for commercial paper having the specified Index Maturity, as
published in H.15 Daily Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, opposite the caption “Commercial paper—Nonfinancial”, or (3) if the
rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate calculated by the Calculation Agent as the Money Market Yield of the
arithmetic mean of the offered rates for commercial paper having the specified Index Maturity
placed for industrial issuers whose bond rating is “Aa”, or the equivalent, from a nationally
recognized statistical rating organization, as quoted as of approximately 11:00 A.M., New York City
time, on the applicable Interest Determination Date by three leading dealers of United States
dollar commercial paper in The City of New York selected by the Calculation Agent, or (4) if one or
more of the dealers selected by the Calculation Agent are not quoting as mentioned in clause (3),
the rate in effect on the applicable Interest Determination Date.



     “Money Market Yield” means a yield calculated in accordance with the following formula and
expressed as a percentage:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	D x 360	 	 	 	 	 	 
	 

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





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




     Eleventh District Cost of Funds Rate. If an Interest Rate Basis specified on the first page
hereof is the Eleventh District Cost of Funds Rate, this Note will bear interest at rates
calculated with reference to the Eleventh District Cost of Funds Rate and the specified Spread
and/or Spread Multiplier, if any.



-10-









 





     “Eleventh District Cost of Funds Rate” means: (1) the rate equal to the monthly weighted
average cost of funds for the calendar month preceding the month in which the applicable Interest
Determination Date falls as set forth under the caption “11th District” on the display on Moneyline
Telerate, or any successor service, on page 7058 or any other page as may replace that page on that
service (“Moneyline Telerate Page 7058”) as of 11:00 A.M., San Francisco time, on the applicable
Interest Determination Date, or (2) if the rate referred to in clause (1) does not appear on
Telerate Page 7058 as of 11:00 A.M., San Francisco time, on the related Interest Determination
Date, the rate equal to the monthly weighted average cost of funds paid by member institutions of
the Eleventh Federal Home Loan Bank District that was most recently announced (the “Index”) by the
Federal Home Loan Bank of San Francisco as such cost of funds for the calendar month preceding the
month in which the applicable Interest Determination Date falls, or (3) if the Federal Home Loan
Bank of San Francisco fails to announce the Index for the calendar month preceding the month in
which the applicable Interest Determination Date falls on or before the applicable Interest
Determination Date, the rate in effect on the applicable Interest Determination Date.



     Federal Funds Open Rate. If an Interest Rate Basis specified on the first page hereof is the
Federal Funds Open Rate, this Note will bear interest at rates calculated with reference to the
Federal Funds Open Rate and the specified Spread and/or Spread Multiplier, if any.



     “Federal Funds Open Rate” means (1) the opening rate on the applicable Interest
Determination Date for United States dollar federal funds as displayed under the heading “Federal
Funds” and opposite the caption “Open” on Moneyline Telerate, or any successor service, on page 5
or any other page as may replace that page on that service (“Moneyline Telerate Page 5”); or (2)
if the rate referred to in clause (1) does not appear on Moneyline Telerate Page 5 by 3:00
P.M., New York City time, on the related Calculation Date, the opening rate on the applicable
Interest Determination Date for United States dollar federal funds as displayed on the FEDFOPEN
Index on Bloomberg, which is the Fed Funds Opening Rate as reported by Garban Capital Markets (or a
successor) on Bloomberg; or (3) if the rate referred to in clause (2) does not appear on FEDFOPEN
Index on Bloomberg by 3:00 P.M., New York City time, on the related Calculation Date, the rate
calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in
overnight U.S. dollar federal funds arranged before 9:00 A.M., New York City time, on the
applicable Interest Determination Date by three leading brokers of United States dollar federal
funds transactions in The City of New York selected by the Calculation Agent; or (4) if one or more
of the brokers selected by the Calculation Agent are not quoting as mentioned in clause (3), the
rate in effect on the applicable Interest Determination Date.



     Federal Funds Rate. If an Interest Rate Basis specified on the first page hereof is the
Federal Funds Rate, this Note will bear interest at rates calculated with reference to the Federal
Funds Rate and the specified Spread and/or Spread Multiplier, if any.



-11-









 





     “Federal Funds Rate” means: (1) the rate on the applicable Interest Determination Date for
United States dollar federal funds as published in H.15(519) opposite the caption “Federal funds
(effective)”, as displayed on Moneyline Telerate, or any successor service, on page 120 or any
other page as may replace that page on that service (“Moneyline Telerate Page 120”), or (2) if the
rate referred to in clause (1) does not appear on Moneyline Telerate Page 120 or is not so
published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the
applicable Interest Determination Date for United States dollar federal funds as published in H.15
Daily Update, or such other recognized electronic source used for the purpose of displaying the
applicable rate, opposite the caption “Federal funds (effective)”, or (3) if the rate referred to
in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate calculated by the Calculation Agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged before 9:00 A.M., New York
City time, on the applicable Interest Determination Date by three leading brokers of United States
dollar federal funds transactions in The City of New York selected by the Calculation Agent, or (4)
if one or more of the brokers selected by the Calculation Agent are not quoting as mentioned in
clause (3), the rate in effect on the applicable Interest Determination Date.



     LIBOR. If an Interest Rate Basis specified on the first page hereof is LIBOR, this Note will
bear interest at rates calculated with reference to LIBOR and the specified Spread and/or Spread
Multiplier, if any.



     “LIBOR” means: (1) if “LIBOR Moneyline Telerate” is specified on the first page hereof, or if
neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is so specified, LIBOR will be the rate for
deposits in the LIBOR Currency specified on the first page hereof having the specified Index
Maturity, commencing on the related Interest Reset Date, that appears on the Designated LIBOR Page
(as defined below) as of 11:00 A.M., London time, on the applicable Interest Determination Date, or
(2) if “LIBOR Reuters” is specified on the first page hereof, LIBOR will be the rate calculated by
the Calculation Agent as the arithmetic mean of the offered rates, or the offered rate if the
Designated LIBOR Page by its terms provides only for a single rate, for deposits in the specified
LIBOR Currency having the specified Index Maturity, commencing on the related Interest Reset Date,
that appear or appears, as the case may be, on the Designated LIBOR Page as of 11:00 A.M., London
time, on the applicable Interest Determination Date, or (3) if, in the case of clause (1), no
offered rate appears on the Designated LIBOR Page, or if, in the case of clause (2), fewer than two
offered rates appear on the Designated LIBOR Page (and the Designated LIBOR Page, by its terms,
does not provide only for a single rate), the rate calculated by the Calculation Agent as the
arithmetic mean of at least two offered quotations obtained by the Calculation Agent after
requesting the principal London offices of each of four major reference banks in the London
interbank market to provide the Calculation Agent with its offered quotation for deposits in the
specified LIBOR Currency having the specified Index Maturity, commencing on the related Interest
Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time,
on the applicable Interest Determination Date and in a principal amount that is representative for
a single transaction in the specified LIBOR Currency in that market at that time, or (4) if fewer
than two offered quotations referred to in clause (3) are so provided, the rate calculated by the
Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center, on the applicable Interest Determination Date by three major
banks in that Principal Financial Center selected by the Calculation Agent for loans in the
specified LIBOR Currency to leading European banks, having the specified Index Maturity, commencing
on the related Interest Reset Date, and in a



-12-









 







principal amount that is representative for a single
transaction in the specified LIBOR Currency in that market at that time, or (5) if one or more of
the banks so selected by the Calculation Agent are not quoting as mentioned in clause (4), the rate
in effect on the applicable Interest Determination Date.



     “Designated LIBOR Page” means either (i) if “LIBOR Moneyline Telerate” is specified on the
first page hereof, or neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified on the
first page hereof, the display on Moneyline Telerate, or any successor service, on the specified
page or any page as may replace the specified page on that service for the purpose of displaying
the London interbank rates of major banks for the specified LIBOR Currency, or (ii) if “LIBOR
Reuters” is specified on the first page hereof, the display on the Reuter Monitor Money Rates
Service, or any successor service, on the specified page or any page as may replace the specified
page on that service for the purpose of displaying the London interbank rates of major banks for
the specified LIBOR Currency.



     Prime Rate. If an Interest Rate Basis specified on the first page hereof is the Prime Rate,
this Note will bear interest at rates calculated with reference to the Prime Rate and the specified
Spread and/or Spread Multiplier, if any.



     “Prime Rate” means: (1) the rate on the applicable Interest Determination Date as published in
H.15(519) opposite the caption “Bank prime loan”, or (2) if the rate referred to in clause (1) is
not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the
applicable Interest Determination Date published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate, opposite the caption
“Bank prime loan”, or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related
Calculation Date, the rate calculated by the Calculation Agent as the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1
Page (as defined below) as such bank’s prime rate or base lending rate as of 11:00 A.M., New York
City time, on the applicable Interest Determination Date, or (4) if, in the case of clause (3),
fewer than four rates appear on the Reuters Screen US PRIME 1 Page by 3:00 P.M., New York City
time, on the related Calculation Date, the rate calculated by the Calculation Agent as the
arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business on the applicable
Interest Determination Date by three major banks in The City of New York selected by the
Calculation Agent, or (5) if one or more of the banks selected by the Calculation Agent are not
quoting as mentioned in clause (4), the rate in effect on the applicable Interest Determination
Date.



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



     Treasury Rate. If an Interest Rate Basis specified on the first page hereof is the Treasury
Rate, this Note will bear interest at rates calculated with reference to the Treasury Rate and the
specified Spread and/or Spread Multiplier, if any.



-13-









 




     “Treasury Rate” means: (1) the rate from the auction held on the applicable Interest
Determination Date (the “Auction”) of Treasury Bills (as defined below) having the Index Maturity
specified on the first page hereof which appears under the caption “INVESTMENT RATE” on the display
on Moneyline Telerate, or any successor service, on page 56 or any other page as may replace page
56 on that service (“Moneyline Telerate Page 56”) or page 57 or any other page as may replace page
57 on that service (“Moneyline Telerate Page 57”), or (2) if the rate described in clause (1) is
not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate
calculated by the Calculation Agent as the Bond Equivalent Yield (as defined below) of the rate
from the Auction of Treasury Bills having the specified Index Maturity, as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of displaying the
applicable rate, opposite the caption “U.S. government securities/Treasury bills/Auction high”, or
(3) if the rate described in clause (2) is not so published by 3:00 P.M., New York City time, on
the related Calculation Date, the rate calculated by the Calculation Agent as the Bond Equivalent
Yield of the rate from the Auction of Treasury Bills having the specified Index Maturity as
announced by the United States Department of the Treasury, or (4) if the rate referred to in clause
(3) is not announced by the United States Department of the Treasury by 3:00 P.M., New York City
time, on the related Calculation Date, or if the Auction is not held, the rate calculated by the
Calculation Agent as the Bond Equivalent Yield of the rate on the applicable Interest Determination
Date of Treasury Bills having the specified Index Maturity, as published in H.15(519) opposite the
caption “U.S. government securities/Treasury bills(secondary market)”, or (5) if the rate referred
to in clause (4) is not so published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate calculated by the Calculation Agent as the Bond Equivalent Yield of the rate on the
applicable Interest Determination Date of Treasury Bills having the specified Index Maturity, as
published in H.15 Daily Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, opposite the caption “U.S. government securities/Treasury
bills(secondary market)”, or (6) if the rate referred to in clause (5) is not so published by 3:00
P.M., New York City time, on the related Calculation Date, the rate calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates for the
issue of Treasury Bills with a remaining maturity closest to the specified Index Maturity, as
quoted as of approximately 3:30 P.M., New York City time, on the applicable Interest Determination
Date by three primary United States government securities dealers in The City of New York selected
by the Calculation Agent, or (7) if one or more of the dealers selected by the Calculation Agent
are not quoting as mentioned in clause (6), the rate in effect on the applicable Interest
Determination Date.



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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	D x N	 	 	 	 	 	 
	 

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





where “D” refers to the applicable annual rate for Treasury Bills quoted on a bank discount basis
and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the
actual number of days in the interest period for which interest is being calculated.




-14-









 








     Notwithstanding the foregoing, the interest rate on this Note for any Interest Reset Date
shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest
Rate, if any, specified on the first page hereof, and shall in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by United States law of general
application.



     All percentages resulting from any calculation on this Note will be rounded to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded
upward. For example, 5.876545%, or .05876545, would be rounded to 5.87655%, or .0587655. All
currency amounts used in or resulting from any calculation on this Note will be rounded, in the
case of U.S. dollars, to the nearest cent or, if the Specified Currency is other than U.S. dollars,
to the nearest unit (with one-half cent or unit being rounded upward).



     Citibank, N.A., as calculation agent (the “Calculation Agent”), shall calculate the interest
rate on this Note in accordance with the foregoing on or before each applicable Calculation Date
(as defined below). The Calculation Agent will, upon the request of any Holder of this Note,
provide the interest rate then in effect and, if determined, the interest rate that will become
effective as a result of a determination made for the next Interest Reset Date with respect to this
Note.



     The interest rate applicable to each interest period commencing on the Interest Reset Date
with respect to that interest period will be the rate determined by reference to the Interest Rate
Basis specified on the first page hereof as of the applicable “Interest Determination Date”. If
the Interest Rate Basis specified on the first page hereof is the Federal Funds Open Rate, the
Federal Funds Rate or the Prime Rate, the Interest Determination Date pertaining to an Interest
Reset Date will be the Business Day preceding such Interest Reset Date. If the Interest Rate Basis
specified on the first page hereof is the CD Rate, the CMT Rate or the Commercial Paper Rate, the
Interest Determination Date pertaining to an Interest Reset Date will be the second Business Day
preceding such Interest Reset Date. If the specified Interest Rate Basis is the Eleventh District
Cost of Funds Rate, the Interest Determination Date pertaining to an Interest Reset Date will be
the last working day of the month preceding the month in which such Interest Reset Date falls on
which the Federal Home Loan Bank of San Francisco publishes the Index, as defined below. If the
specified Interest Rate Basis is LIBOR, the Interest Determination Date pertaining to an Interest
Reset Date will be the second London Business Day preceding such Interest Reset Date. If the specified
Interest Rate Basis is the Treasury Rate, the Interest Determination Date pertaining to an Interest
Reset Date will be the day in the week in which such Interest Reset Date falls on which direct
obligations of the United States (“Treasury Bills”) are normally auctioned. Treasury Bills are
normally sold at Auction on Monday of each week, unless that day is a legal holiday, in which case
the Auction is normally held on the following Tuesday, except that the Auction may be held on the
preceding Friday; provided, however, that if an Auction is held on the Friday of the week preceding
such Interest Reset Date, the related Interest Determination Date shall be that Friday. If the
Auction is held on the following Tuesday or any other Interest Reset Date, then the Interest Reset
Date that otherwise would have been on that day will be postponed to the next Business Day. If no
Auction is held for a particular week, the Interest Determination Date pertaining to the Interest
Reset Date occurring in that week will be the first Business Day of that week. If two or more
Interest Rate Bases are specified, the Interest Determination Date will be the latest Business Day
which is at least two Business Days before the related Interest Reset Date on which each Interest
Rate Basis is determinable. Each Interest Rate Basis will be determined on



-15-









 







the Interest
Determination Date, and the applicable interest rate will take effect on the related Interest Reset
Date.



     Each Interest Rate Basis will be determined as of the Interest Determination Date, and the
applicable interest rate will take effect on the related Interest Reset Date.



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



     Unless otherwise specified above, accrued interest hereon shall be calculated by multiplying
the principal amount of this Note by an accrued interest factor, computed by adding the interest
factors calculated for each day in the period for which accrued interest is being calculated.
Unless otherwise specified above, the interest factor for each such day will be computed by
dividing the interest rate applicable to such day by 360 if the specified Interest Rate Basis is
the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal Funds
Open Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the actual number of days in the
year if the specified Interest Rate Basis is the CMT Rate or the Treasury Rate. If the interest
rate on this Note is calculated with reference to two or more Interest Rate Bases, the interest
rate factor for each day will be calculated in each period in the same manner as if only one of the
specified Interest Rate Bases applied.



     This Medium-Term Note, Series J (collectively, the “Notes”) is one of a duly authorized issue
of debt securities (hereinafter called the “Securities”) of the Company issued and to be issued
under an Indenture dated as of May 1, 1999 (herein called the “Indenture”) between the Company and
Wilmington Trust Company (successor trustee to Citibank, N.A.), as Trustee (herein, the “Trustee”,
which term shall include any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto and the Officers’ Certificate setting forth the terms of this
series of Securities, reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
and the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes may
bear different dates, mature at different times, bear interest at different rates, be subject to
different redemption or repayment provisions and may otherwise vary, all as provided in the
Indenture and in such Officers’ Certificate.



     Any provision contained herein with respect to the determination of one or more Interest Rate
Bases, the specification of one or more Interest Rate Bases, the calculation of the rate of
interest applicable to this Note, its Interest Payment Dates, the Stated Maturity, the Specified
Currency, any redemption or repayment provisions, or any other matter relating hereto may be
modified as specified in an Addendum relating hereto if so specified on the first page hereof or as
set forth under Other Provisions if so set forth on the first page hereof.



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



-16-









 





     Subject to certain exceptions, the Indenture permits the Company and the Trustee to enter into
one or more supplemental indentures, with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series to be affected by such supplemental
indentures, for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of
Securities of such series. The Indenture also permits the Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series, on behalf of the Holders of all the
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.



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



     If so provided on the first page of this Note, this Note may be redeemed by the Company prior
to its Stated Maturity on and after the Initial Redemption Date, if any, specified on the first
page hereof (the “Redemption Date”). If no Initial Redemption Date is set forth on the first page
hereof, this Note may not be redeemed at the option of the Company prior to the Stated Maturity.
On and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $100,000 and $1,000 in excess of $100,000 (or such other
denomination as may be indicated on the first page of this Note), provided that any remaining
principal amount shall be an authorized denomination, at the option of the Company at the
applicable Redemption Price (as defined below) together with interest thereon payable to the
Redemption Date, on written notice given to the Holder hereof not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.



     If applicable, the “Redemption Price” shall initially be the Initial Redemption Percentage,
specified on the first page hereof, of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any,
specified on the first page hereof, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.



     If so provided on the first page of this Note, this Note will be subject to repayment at the
option of the Holder hereof prior to its Stated Maturity on the Optional Repayment Date(s), if any,
indicated on the first page hereof. If no Optional Repayment Date is set forth on the first page
hereof, this Note will not be repayable at the option of the Holder hereof prior to the Stated
Maturity. On any Optional Repayment Date, this Note will be repayable in whole or in part in
increments of $100,000 and $1,000 in excess of $100,000 (or such other denomination as may be
indicated on the first page of this Note), provided that any remaining principal amount shall be an
authorized denomination, at the option of the Holder hereof at a repayment price equal to 100% of
the principal amount to be repaid, together with interest thereon



-17-









 







payable to the Optional Repayment
Date, on notice given by such Holder and received by the Company not more than 60 nor less than 30
days prior to the Optional Repayment Date. In the event of repayment of this Note in part only, a
new Note for the portion hereof not repaid shall be issued in the name of the Holder hereof upon
the surrender hereof. Any such notice shall be delivered to the office or agency of the Company
maintained for such purpose in the Borough of Manhattan, The City of New York, and shall be duly
executed by the Holder hereof or by his attorney duly authorized in writing. Such notice shall
consist of this Note with the form set forth below entitled “Option to Elect Repayment” duly
completed. Such notice duly received by the Company shall be irrevocable. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance of any Note for repayment
will be determined by the Company, whose determination will be final and binding.



     This Note is not subject to any sinking fund.



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



     The Notes are issuable only in registered form without coupons in denominations of $100,000
and integral multiples of $1,000 in excess thereof (or such other denomination as may be indicated
on the first page of this Note). As provided in the Indenture and subject to certain limitations
therein or herein set forth, this Note is exchangeable for a like aggregate principal amount of
Notes having the same terms as this Note, of different authorized denominations, as requested by
the Holder surrendering the same. If (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the Company within 90 days,
(ii) the Company executes and delivers to the Trustee a Company Order to the effect that this Note
shall be exchangeable or (iii) an Event of Default has occurred and is continuing with respect to
the Notes, this Note shall be exchangeable for Notes in definitive form of like tenor and of an
equal aggregate principal amount, in authorized denominations. Such definitive Notes shall be
registered in such name or names as the Depository shall instruct the Paying Agent. If definitive
Notes are so delivered, the Company may make such changes to the form of this Note as are necessary
or appropriate to allow for the issuance of such definitive Notes.



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



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



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     All capitalized terms used in this Note but not defined in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture; and all references in the
Indenture to “Security” or “Securities” shall be deemed to include the Notes.



     This Note, including the validity hereof, and the Indenture shall be governed by and construed
in accordance with the laws of the State of New York.



     Unless the certificate of authentication hereon has been executed by or on behalf of
Wilmington Trust Company (successor trustee to Citibank, N.A.), the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its authorized officers,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.



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



	 	 	 	 	 	 	 
	 	 	AMERICAN GENERAL FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Bryan A. Binyon
	 	 
	 

	 	 	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

David M. McManigal
	 	 
	 

	 	 	 	Assistant Treasurer	 	 






     Date:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:



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




	 	 	 
	Wilmington Trust Company

	 	 
	as Trustee
	 	 






By: Citibank, N.A.,

               as Authenticating Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






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Option to Elect Repayment




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





   PLEASE
INSERT SOCIAL SECURITY OR OTHER
            IDENTIFYING NUMBER









      












(Please Print or Typewrite Name, Address and Telephone Number of the Undersigned)




     For this Note to be repaid, the Paying Agent must receive at its Corporate Trust Office, or at
such other place or places of which the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on
the face of this Note, this Note with this “Option to Elect Repayment” form duly completed. This
Note and notice must be received by the Paying Agent by 5:00 P.M., New York City time, on the last
day for giving such notice.



     If less than the entire principal amount of this Note is to be repaid, specify the portion
hereof (which shall be $100,000 or an integral multiple of $1,000 in excess thereof, or such other
denomination as may be indicated on the first page of this Note) which the Holder elects to have
repaid:                      and specify the denomination or denominations
(which shall be $100,000 or an integral multiple of $1,000 in excess thereof, or such other
denomination as may be indicated on the first page of this Note) of the Note or Notes to be issued
to the Holder for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):                      .



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

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






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ASSIGNMENT



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






PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE








      











 



(Please Print or Typewrite Name, Address and Telephone Number of the Assignee)



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




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

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






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