Common use of FORM OF DEFINITIVE NOTE Clause in Contracts

FORM OF DEFINITIVE 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 [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 OF THE UNITED STATES 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 [THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIES, INC. WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANS, INC. (the "Issuer") (incorporated with limited liability in the State of New York) Unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIES, INC. (incorporated with limited liability in the State of Delaware) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer ("Notes"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information (appearing in the Pricing Supplement (the "Pricing Supplement")) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 1st May, 1998 and made between the Issuer, Countrywide Credit Industries, Inc. as guarantor and Bankers Trustee Company Limited as trustee for the holders of the Notes. The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by Bankers Trust Company as Agent.

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS Face of Note] _______________________________________________________________________ 00 000000 [ISIN] 00 000000 ________________________________________________________________________ THIS OBLIGATION NOTE HAS NOT BEEN AND WILL NOT BE SUBJECT TO LIMITATIONS REGISTERED UNDER THE UNITED STATES INCOME TAX LAWSSECURITIES ACT OF 1933, INCLUDING AS AMENDED (THE LIMITATIONS PROVIDED "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN SECTIONS 165(j) AND 1287(a) A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE INTERNAL REVENUE CODE.]1 SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [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)(46049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES 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)(46049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]2 THEREUNDER).]1 [THIS NOTE CONSTITUTES [[COMMERCIAL PAPER/[A PAPER]/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000ACT 1987. THE ISSUER OF THIS NOTE IS [CIBA SPECIALTY CHEMICALS CORPXXXXXXX/CIBA SPECIALTY CHEMICALS PLC/CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH]4, WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 ACT 1987 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL XXXXXXXXL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIES, CIBA SPECIALTY CHEMICALS HOLDING INC. WHICH IS NOT __________________________ 4 Delete as applicable. NEITHER AN AUTHORISED INSTITUTION OR NOR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANSINSTITUTION]5. [CIBA SPECIALTY CHEMICALS CORPORATION] (a company incorporated under the laws of the State of Delaware, INC. U.S.A.)/ CIBA SPECIALTY CHEMICALS PLC (the "Issuer") (a company incorporated with limited liability in the State of New York) Unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIES, INC. England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in the State of DelawareGermany)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerland) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date (the "Notes") of [Specified Currency(ies) and Specified Denomination(sCiba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH.] (the "Issuer")] each . Payments in respect of the Issuer Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the "NotesGuarantor"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/set out in the First Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced modified and modified supplemented by the relevant information (appearing in the Pricing Supplement (the "Pricing Supplement")) (or the relevant provisions of the Pricing Supplement) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Pricing Supplement, such information the Pricing Supplement will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the "Agency Agreement", which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the "Trust Deed") dated 1st May30th March, 1998 2001 and made between between, inter alia, the Issuer, Countrywide Credit Industriesthe Guarantor, Inc. as guarantor The Chase Manhattan Bank (the "Agent") and Bankers Trustee Company Limited as trustee for the holders of other agents named therein. For value received, the Notes. The Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof [on [each Instalment Date and] on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions Conditions. These Notes shall be governed by, and the Trust Deedconstrued in accordance with, English law. ____________________ This Note shall not be valid validly issued unless authenticated by Bankers Trust Company as the Agent.

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION NOTE HAS NOT BEEN AND WILL NOT BE SUBJECT TO LIMITATIONS REGISTERED UNDER THE UNITED STATES INCOME TAX LAWSSECURITIES ACT OF 1933, INCLUDING AS AMENDED (THE LIMITATIONS PROVIDED "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS OTHER THAN PURSUANT TO AN EXEMPTION FROM, OR IN SECTIONS 165(j) AND 1287(a) A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE INTERNAL REVENUE CODE.]1 SECURITIES ACT. TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [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)(46049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES 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)(46049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]2 THEREUNDER).]1 [THIS NOTE CONSTITUTES [[COMMERCIAL PAPER/[A PAPER]/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000ACT 1987. THE ISSUER OF THIS NOTE IS [CIBA SPECIALTY CHEMICALS COXXXXXXXXN/CIBA SPECIALTY CHEMICALS PLC/CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH]4 , WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 ACT 1987 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL THX XXXXXXPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIES, CIBA SPECIALTY CHEMICALS HOLDING INC. WHICH IS NOT NEITHER AN AUTHORISED INSTITUTION OR NOR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANSINSTITUTION]5 . [CIBA SPECIALTY CHEMICALS CORPORATION (a company incorporated under the laws of the State of Delaware, INCU.S.A.)/ --------------------- 1 This legend to appear on Notes issued by Ciba Specialty Chemicals Corporation with a maturity of 183 days or less. 5 Delete except where the Notes are denominated in Sterling or (b) the "Issuer") net proceeds of the issue of the Notes are accepted in the United Kingdom. CIBA SPECIALTY CHEMICALS PLC (a company incorporated with limited liability in the State of New York) Unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIES, INC. England)/ CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH (a company incorporated with limited liability in the State of DelawareGermany)] unconditionally and irrevocably guaranteed by CIBA SPECIALTY CHEMICALS HOLDING INC. (a company incorporated with limited liability in Switzerland) [Specified Currency and Nominal Amount of Tranche] EURO MEDIUM TERM NOTES DUE [Year of Maturity] This Note is one of a Series duly authorised issue of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date (the "Notes") of [Specified Currency(ies) and Specified Denomination(sCiba Specialty Chemicals Corporation/Ciba Specialty Chemicals PLC/Ciba Spezialitatenchemie Holding Deutschland GmbH.] (the "Issuer")] each . Payments in respect of the Issuer Notes have been unconditionally and irrevocably guaranteed by Ciba Specialty Chemicals Holding Inc. (the "NotesGuarantor"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/attached hereto/set out in the First Schedule 1 to the Trust Deed Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced modified and modified supplemented by the relevant information (appearing in the Pricing Supplement (the "Pricing Supplement")) (or the relevant provisions of the Pricing Supplement) endorsed hereon buthereon, but in the event of any conflict between the provisions of the said Conditions and such the information in the Pricing Supplement, such information the Pricing Supplement will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the "Agency Agreement", which expression shall be construed as a Trust Deed (such Trust Deed reference to that agreement as modified and/or the same may be amended, supplemented and/or or restated from time to time, the "Trust Deed") dated 1st May16th June, 1998 2000 and made between between, inter alia, the Issuer, Countrywide Credit Industriesthe Guarantor, Inc. as guarantor The Chase Manhattan Bank (the "Agent") and Bankers Trustee Company Limited as trustee for the holders of other agents named therein. For value received, the Notes. The Issuer, subject to and in accordance with the Conditions and the Trust DeedConditions, promises to pay to the bearer hereof [on [each Instalment Date and] on the Maturity Date or and/or on such earlier date date(s) as this Note may become due and repayable in accordance with the Conditions and the Trust DeedConditions, the amount payable on redemption under the Conditions in respect of this Note on each such date and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions Conditions. These Notes shall be governed by, and the Trust Deedconstrued in accordance with, English law. This Note shall not be valid validly issued unless authenticated by Bankers Trust Company as the Agent.

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE OF THE UNITED STATES1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE CODE.]1 CODE OF 1986, AS AMENDED.]1 [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 UNITED STATES INTERNAL REVENUE CODE OF THE UNITED STATES 1986, AS AMENDED 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 UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND THE REGULATIONS THEREUNDER).]2 [THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGERSerial No.] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIES, INC. WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANS, INC. MBNA EUROPE FUNDING PLC (the "“Issuer"”) (incorporated with limited liability in the State of New YorkEngland and Wales with registered number2950906) Unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIESMBNA AMERICA BANK, INC. NATIONAL ASSOCIATION (incorporated with limited liability in the State “Guarantor”) (a national banking association organised under the laws of Delawarethe United States of America) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer ("“Notes"”). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information (appearing in the Pricing Supplement (the "“Pricing Supplement"”)) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed dated 7th May, 1999 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "“Trust Deed"”) dated 1st May, 1998 and made between the Issuer, Countrywide Credit Industries, Inc. as guarantor the Guarantor and Deutsche Trustee Company Limited (formerly called Bankers Trustee Company Limited Limited) as trustee for the holders of the Notes. The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by Bankers Trust Company as Agent.Note

FORM OF DEFINITIVE 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(jSECTION S165(J) AND 1287(a1287(A) OF THE INTERNAL REVENUE CODE.]1 CODE.]3 [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 OF THE UNITED STATES 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 [THIS NOTE CONSTITUTES NOTES CONSTITUTE [COMMERCIAL PAPER/[A SHORTERPAPER/LONGER] SHORTER TERM DEBT SECURITY]3 SECURITIES/LONGER TERM DEBT SECURITY]4 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIESTXU EUROPE LIMITED, INC. WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANS, INC. INSTITUTION].5 TXU EASTERN FUNDING COMPANY (the THE "IssuerISSUER") (incorporated with unlimited liability in England) (Euro)2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME Unconditionally and irrevocably guaranteed by TXU EUROPE LIMITED (incorporated with limited liability in the State of New York) Unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIES, INC. (incorporated with limited liability in the State of DelawareEngland) [Specified Currency and Nominal Amount of TrancheSPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE] NOTES DUE [Year of MaturityYEAR OF MATURITY] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] referred to above each of the Issuer ("NotesNOTES"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information (appearing in the Pricing Supplement (the "Pricing SupplementPRICING SUPPLEMENT")) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, -------------------------------------------------------------------------------- 3 This legend can be deleted if the "Trust Deed") dated 1st May, 1998 and made between the Issuer, Countrywide Credit Industries, Inc. as guarantor and Bankers Trustee Company Limited as trustee for the holders Notes have an initial maturity of the Notes. The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] the Maturity Date 365 days or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by Bankers Trust Company as Agentless.

FORM OF DEFINITIVE NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE OF THE UNITED STATES1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE CODE.]1 CODE OF 1986, AS AMENDED.]3 Delete where the original maturity of the Notes is 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 UNITED STATES INTERNAL REVENUE CODE OF THE UNITED STATES 1986, AS AMENDED 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 UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND THE REGULATIONS THEREUNDER).]2 [THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING XXX 0000THEREUNDER).]4 Delete where the original maturity of the Notes is more than 183 days. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING XXX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN GUARANTEED BY COUNTRYWIDE CREDIT INDUSTRIES, INC. WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION.]4 COUNTRYWIDE HOME LOANS, INC. MBNA EUROPE FUNDING PLC (the "Issuer") (incorporated with limited liability in the State of New YorkEngland and Wales with registered number2950906) Unconditionally unconditionally and irrevocably guaranteed by COUNTRYWIDE CREDIT INDUSTRIESMBNA AMERICA BANK, INC. NATIONAL ASSOCIATION (incorporated with limited liability in the State "Guarantor") (a national banking association organised under the laws of Delawarethe United States of America) [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the Issuer ("Notes"). References herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as supplemented, replaced and modified by the relevant information (appearing in the Pricing Supplement (the "Pricing Supplement")) endorsed hereon but, in the event of any conflict between the provisions of the said Conditions and such information in the Pricing Supplement, such information will prevail. Words and expressions defined in the Conditions shall bear the same meanings when used in this Note. This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed dated 7th May, 1999 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 1st May, 1998 and made between the Issuer, Countrywide Credit Industries, Inc. as guarantor the Guarantor and Deutsche Trustee Company Limited (formerly called Bankers Trustee Company Limited Limited) as trustee for the holders of the Notes. The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] the Maturity Date or on such earlier date as this Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions and the Trust Deed together with any other sums payable under the Conditions and the Trust Deed. This Note shall not be valid unless authenticated by Bankers Trust Company Deutsche Bank AG as Agent.