Exhibit 4.3 [FACE OF NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE...

                                                                     Exhibit 4.3


                                 [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.(1)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.(2)

REGISTERED                  CUSIP No.:                PRINCIPAL AMOUNT:
No. FLR-
        ---                 --------------            -----------------


                             HOMESIDE LENDING, INC.
                                MEDIUM-TERM NOTE
                                 (Floating Rate)

INTEREST RATE BASIS         ORIGINAL ISSUE DATE:      STATED MATURITY DATE:
OR BASES:

   IF LIBOR:                                          IF CMT RATE:
    [ ] LIBOR Reuters                                 Designated CMT Telerate
           Page:                                      Page:
    [ ] LIBOR Telerate                                If Telerate Page 7052:
           Page:                                       [  ] Weekly Average
    Designated LIBOR                                   [  ] Monthly Average
    Currency:


INDEX MATURITY:             INITIAL INTEREST RATE: %  INTEREST PAYMENT DATE(S):


SPREAD (PLUS OR             SPREAD MULTIPLIER:        INITIAL INTEREST RESET
MINUS):                                               DATE:


---------------
(1) This paragraph applies to global Notes only.

(2) This paragraph applies to global Notes only.





MINIMUM INTEREST RATE:  %   MAXIMUM INTEREST RATE: %  INTEREST RESET DATE(S):

INITIAL REDEMPTION          INITIAL REDEMPTION        ANNUAL REDEMPTION
DATE:                       PERCENTAGE:    %          PERCENTAGE REDUCTION:   %


OPTIONAL REPAYMENT          CALCULATION AGENT:        [ ]CHECK IF DISCOUNT NOTE
DATE(S):                                                 Issue Price:       %


INTEREST CATEGORY:                         DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note             [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note          from            to            .
          Fixed Rate Commencement Date:    [ ] Actual/360 for the period
          Fixed Interest Rate:    %        from            to            .
[ ] Inverse Floating Rate Note             [ ] Actual/Actual for the period
          Fixed Interest Rate:    %        from            to            .
[ ] Original Issue Discount Note           Applicable Interest Rate Basis:
          Issue Price:    %


AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
         thereof
[ ] Other:


ADDENDUM ATTACHED
[ ] Yes
[ ] No


OTHER/ADDITIONAL PROVISIONS:


                                       2





         HOMESIDE LENDING, INC., a Florida corporation (the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ______________, on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date" with respect
to the principal repayable on such date) and to pay interest thereon (and on any
overdue principal, premium and/or interest to the extent legally enforceable) 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 determined
in accordance with the provisions specified above and on the reverse hereof or
in an Addendum hereto with respect to one or more Interest Rate Bases specified
above until the principal hereof is paid or duly made available for payment. The
Company will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; PROVIDED, HOWEVER, that if the Original Issue Date
occurs between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the holder of this Note on the
Record Date with respect to such second Interest Payment Date.

         Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period"). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined on the reverse hereof) immediately preceding such
Interest Payment Date (the "Record Date"); PROVIDED, HOWEVER, that interest
payable on the Maturity Date will be payable to the person to whom the principal
hereof and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for on any Interest Payment Date other than the
Maturity Date ("Defaulted Interest") shall forthwith cease to be payable to the
holder on the close of business on any Record Date, and shall be paid to the
person in whose name this Note is registered at the close of business on a
special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which this Note may be listed, and upon such notice as may be
required by such exchange, all as more fully provided for in the Indenture.

         Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of a duly completed election form as
contemplated on the reverse hereof) at the corporate trust office of the Trustee
maintained for that purpose in the Borough of Manhattan, The City of New York,
currently located at 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx, Xxx Xxxx, Xxx Xxxx
00000, or at such


                                       3





other paying agency in the Borough of Manhattan, The City of New York, as the
Company may determine; PROVIDED, HOWEVER, that if the Specified Currency
specified above is other than United States dollars and such payment is to be
made in the Specified Currency in accordance with the provisions set forth
below, such payment will be made by wire transfer of immediately available funds
to an account with a bank designated by the Holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note is presented and surrendered at the
aforementioned office or agency maintained by the Company in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Payment of interest due on any Interest Payment Date other than the
Maturity Date will be made at the aforementioned office or agency maintained by
the Company or, at the option of the Company, by check mailed to the address of
the person entitled thereto as such address shall appear in the Note Register
maintained by the Trustee; PROVIDED, HOWEVER, that a Holder of U.S.$10,000,000
(or, if the Specified Currency is other than United States dollars, the
equivalent thereof in the Specified Currency) or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
will be entitled to receive interest payments on such Interest Payment Date by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Xxxxxx.

         If any Interest Payment Date other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
be postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after the Date to
the date of such payment on the next succeeding Business Day.

         Unless otherwise specified on the face hereof, as used herein,
"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 Foreign Currency Notes, such day is also not a
day on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined herein)
of the country issuing the Specified Currency or, if the Specified Currency is
the Euro, the day is also a day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (target) System is open; PROVIDED, FURTHER,
that, with respect to Notes as to which LIBOR is an applicable Interest Rate
Basis, such day is also a London Business Day (as defined herein). "London
Business Day" means a day on which commercial banks are open for business,
including dealings in the Designated LIBOR Currency (as defined herein) in the
London interbank market. "Principal Financial Center" means (i) the capital city
of the country issuing the Specified Currency or (ii) the capital city of the
country to which the Designated LIBOR Currency relates, as applicable, except,
in each case, that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, Portuguese
escudos, South


                                       4





African rand and Swiss francs, the "Principal Financial Center" shall be The
City of New York, Sydney and (solely in the case of the Specified Currency)
Melbourne, Toronto, Frankfurt, Amsterdam, Milan, London, Johannesburg and
Zurich, respectively.

         The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts of the country issuing such currency or, in
the case of the Euro, in the member states of the European Union that have
adopted the single currency in accordance with the Treaty Establishing the
European Community, as amended by the Treaty on European Union, such other
currency which is then such legal tender). If the Specified Currency is other
than United States dollars, except as otherwise provided below, any such amounts
so payable by the Company will be converted by the Exchange Rate Agent specified
above into United States dollars for payment to the Holder of this Note.

         If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive any amount payable hereunder in such
Specified Currency. If the Holder of this Note shall not have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the Specified
Currency, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the purchase
by the quoting dealer of the Specified Currency for United States dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.

         If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Trustee at its corporate trust office in The City of New York on or prior to
the applicable Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or hand delivered
or sent by cable, telex or other form of facsimile transmission. The Holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.

         If the Specified Currency is other than United States dollars and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, but the


                                       5





Specified Currency is not available due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) determined by the Exchange Rate Agent on the second Business Day
prior to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate. The
"Market Exchange Rate" for the Specified Currency 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 made in United
States dollars under such circumstances shall not constitute an Event of Default
(as defined in the Indenture).

         All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms set
forth in such Addendum or such "Other/Additional Provisions."

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                       6





         IN WITNESS WHEREOF, HOMESIDE LENDING, INC. has caused this Note to be
duly executed by one of its duly authorized officers.

                                            HOMESIDE LENDING, INC.
[SEAL]

                                            By________________________________
                                               Title:

                                                      Attest:

                                                      By:_______________________
                                                      Name:
                                                      Title:

Dated:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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



THE BANK OF NEW YORK,
as Trustee


By____________________________
     Authorized Signatory


                                       7





                                [REVERSE OF NOTE]

                             HOMESIDE LENDING, INC.
                                MEDIUM-TERM NOTE
                                 (Floating Rate)


         This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 15, 1997, as amended, modified or supplemented from time to time
(the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Debt Securities
designated as "Medium-Term Notes Due Nine Months or More From Date of Issue"
(the "Notes"). All terms used but not defined in this Note or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture or on the
face hereof, as the case may be.

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.

         This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
the Redemption Price (as defined below), together with unpaid interest accrued
thereon to the date fixed for redemption (each, a "Redemption Date"), on written
notice given no more than 60 nor less than 30 calendar days prior to the
Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof until the Redemption Price is
100% of unpaid principal amount to be redeemed. In the event of redemption of
this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms as this Note shall be issued in the
name of the holder hereof upon the presentation and surrender hereof.

         This Note will be subject to repayment by the Company at the option of
the holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S.$1,000 or the minimum
Authorized


                                       8





Denomination (provided that any remaining principal amount hereof shall be at
least U.S.$1,000 or such minimum Authorized Denomination), at a repayment price
equal to 100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form hereon entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not more than 60 nor less than 30 calendar
days prior to the Repayment Date. Exercise of such repayment option by the
holder hereof will be irrevocable. In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
holder hereof upon the presentation and surrender hereof.

         If the Interest Category of this Note is specified on the face hereof
as an Original Issue Discount Note, the amount payable to the holder of this
Note in the event of redemption, repayment or acceleration of maturity of this
Note will be equal to the sum of (1) the Issue Price specified on the face
hereof (increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (2) any unpaid interest on this Note accrued from
the Original Issue Date to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount."

         For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause an assumed yield on the
Note to be constant. The assumed constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest period between
Interest Payment Dates (with ratable accruals within a compounding period), a
constant coupon rate equal to the initial interest rate applicable to this Note
and an assumption that the maturity of this Note will not be accelerated. If the
period from the Original Issue Date to the initial Interest Payment Date (the
"Initial Period") is shorter than the compounding period for this Note, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Period is longer than the compounding period, then such
period will be divided into a regular compounding period and a short period,
with the short period being treated as provided in the preceding sentence.

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

                  (i) Unless the Interest Category of this Note is specified on
                  the face hereof as a "Floating Rate/Fixed Rate Note" or an
                  "Inverse Floating Rate Note" or as otherwise specified as
                  Other/Additional Provisions on the face hereof or in an
                  Addendum hereto, this Note shall be designated as a "Regular
                  Floating Rate Note" and, except as set forth below or
                  specified on the face hereof or in an Addendum hereto, shall
                  bear interest at the rate determined by reference to the
                  applicable Interest Rate Basis or Bases (a) plus or minus the
                  Spread, if any, and/or (b) multiplied by the Spread
                  Multiplier, if any, in each case as specified on the face
                  hereof. Commencing on the Initial Interest Reset Date, the
                  rate at which interest on this Note shall be payable shall be
                  reset as of each Interest Reset Date specified on the face
                  hereof; PROVIDED, HOWEVER, that the interest rate in effect
                  for


                                       9





                  the period, if any, from the Original Issue Date to the
                  Initial Interest Reset Date shall be the Initial Interest
                  Rate.

                  (ii) If the Interest Category of this Note is specified on the
                  face hereof as a "Floating Rate/Fixed Rate Note," then, except
                  as set forth below or specified on the face hereof or in an
                  Addendum hereto, this Note shall bear interest at the rate
                  determined by reference to the applicable Interest Rate Basis
                  or Bases (a) plus or minus the Spread, if any, and/or (b)
                  multiplied by the Spread Multiplier, if any. Commencing on the
                  Initial Interest Reset Date, the rate at which interest on
                  this Note shall be payable shall be reset as of each Interest
                  Reset Date; PROVIDED, HOWEVER, that (y) the interest rate in
                  effect for the period, if any, from the Original Issue Date to
                  the Initial Interest Reset Date shall be the Initial Interest
                  Rate and (z) the interest rate in effect for the period
                  commencing on the Fixed Rate Commencement Date specified on
                  the face hereof to the Maturity Date shall be the Fixed
                  Interest Rate specified on the face hereof or, if no such
                  Fixed Interest Rate is specified, the interest rate in effect
                  hereon on the day immediately preceding the Fixed Rate
                  Commencement Date.

                  (iii) If the Interest Category of this Note is specified on
                  the face hereof as an "Inverse Floating Rate Note," then,
                  except as set forth below or specified on the face hereof or
                  in an Addendum hereto, this Note shall bear interest at the
                  Fixed Interest Rate minus the rate determined by reference to
                  the applicable Interest Rate Basis or Bases (a) plus or minus
                  the Spread, if any, and/or (b) multiplied by the Spread
                  Multiplier, if any; PROVIDED, HOWEVER, that, unless otherwise
                  specified on the face hereof or in an Addendum hereto, the
                  interest rate hereon shall not be less than zero. Commencing
                  on the Initial Interest Reset Date, the rate at which interest
                  on this Note shall be payable shall be reset as of each
                  Interest Reset Date; PROVIDED, HOWEVER, that the interest rate
                  in effect for the period, if any, from the Original Issue Date
                  to the Initial Interest Reset Date shall be the Initial
                  Interest Rate.

         Except as set forth above or specified on the face hereof or in an
Addendum hereto, the interest rate in effect on each day shall be (i) if such
day is an Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date. 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, except that if LIBOR is an applicable Interest
Rate Basis and such Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would otherwise fall on an Interest Reset Date, then
such Interest Reset Date will be postponed to the next succeeding Business Day.

         The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be determined by the Calculation Agent
as of the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below), except
with respect to the LIBOR and the Eleventh District


                                       10





Cost of Funds Rate, which will be calculated on such Interest Determination
Date. The "Interest Determination Date" with respect to the Federal Funds Rate
and the Prime Rate will be the Business Day immediately preceding the applicable
Interest Reset Date; the "Interest Determination Date" with respect to the CD
Rate, the CMT Rate and the Commercial Paper Rate will be the second Business Day
immediately preceding the applicable Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); and the
"Interest Determination Date" with respect to LIBOR shall be the second London
Business Day immediately preceding the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate shall be the day
in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held 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 such auction may be held on the preceding Friday);
PROVIDED, HOWEVER, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday. If the interest rate of this Note is determined
with reference to two or more Interest Rate Bases specified on the face hereof,
the "Interest Determination Date" pertaining to this Note shall be the most
recent Business Day which is at least two Business Days prior to the applicable
Interest Reset Date on which each Interest Rate Basis is determinable.

         Unless otherwise specified on the face hereof or in an Addendum hereto,
the rate with respect to each Interest Rate Basis will be determined in
accordance with the applicable provisions below.

         CD RATE. If an Interest Rate Basis for this Note is specified on the
face hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as published in H.15(519)
under the heading "CDs (secondary market)," or, if not so published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such CD
Rate Interest Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity as published in H.15 Update (as
defined herein), or such other recognized electronic source used for the purpose
of displaying such rate, under the caption "CDs (secondary market)." If such
rate is not yet published in either H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on the related
Calculation Date, then the CD Rate on such CD Rate Interest Determination Date
will be calculated by the Calculation Agent specified on the face hereof and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Rate Interest Determination Date, of three
leading non-bank dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
United States dollar certificates of deposit of major United States money market
banks for negotiable United States dollar certificates of deposit with a
remaining maturity closest to the Index Maturity in an amount that is
representative for a single transaction in that market at that time; provided,
HOWEVER, that if the dealers so selected by the Calculation Agent are not
quoting as mentioned in


                                       11





this sentence, the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

         "H.15(519)" means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the Federal
Reserve System.

         "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 xxxx://xxx.xxx.xxx.xxx.xx/xxxxxxxx/x00/xxxxxx, or any successor site
or publication.

         CMT RATE. If an Interest Rate Basis for this Note is specified on the
face hereof as CMT Telerate Page 7051, the CMT Rate shall be determined as of
the applicable Interest Determination Date as:

(1)  the percentage equal to the yield for United States Treasury securities at
     "constant maturity" having the Index Maturity specified on the face hereof
     as published in H.15(519) under the caption "Treasury Constant Maturities",
     as the yield is displayed on Bridge Telerate, Inc. (or any successor
     service) on page 7051 (or any other page as may replace the specified page
     on that service) ("Telerate Page 7051"), for the particular Interest
     Determination Date, or

(2)  if the rate referred to in clause (1) does not so appear on Telerate Page
     7051, the percentage equal to the yield for United States Treasury
     securities at "constant maturity" having the particular Index Maturity and
     for the particular Interest Determination Date as published in H.15(519)
     under the caption "Treasury Constant Maturities", or

(3)  if the rate referred to in clause (2) does not so appear in H.15(519), the
     rate on the particular Interest Determination Date for the period of the
     particular 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

(4)  if the rate referred to in clause (3) is not so published, the rate on the
     particular Interest Determination Date 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 that 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 particular Index Maturity, a
     remaining term to maturity no more than 1 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

(5)  if fewer than five but more than two of the prices referred to in clause
     (4) are provided as requested, the rate on the particular Interest
     Determination Date calculated by the Calculation


                                       12





     Agent based on the arithmetic mean of the bid prices obtained and neither
     the highest nor the lowest of the quotations shall be eliminated, or

(6)  if fewer than three prices referred to in clause (4) are provided as
     requested, the rate on the particular Interest Determination Date
     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 that 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
     particular 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

(7)  if fewer than five but more than two prices referred to in clause (6) are
     provided as requested, the rate on the particular Interest Determination
     Date calculated by the Calculation Agent based on the arithmetic mean of
     the bid prices obtained and neither the highest nor the lowest of the
     quotations will be eliminated, or

(8)  if fewer than three prices referred to in clause (6) are provided as
     requested, the CMT Rate in effect on the particular Interest Determination
     Date.

         If an Interest Rate Basis for this Note is specified on the face hereof
as CMT Telerate Page 7052, the CMT Rate shall be determined as of the applicable
Interest Determination Date as:

(1)  the percentage equal to the one-week or one-month, as specified on the face
     hereof, average yield for United States Treasury securities at "constant
     maturity" having the Index Maturity specified on the face hereof as
     published in H.15(519) opposite the caption "Treasury Constant Maturities",
     as the yield is displayed on Bridge Telerate, Inc. (or any successor
     service) (on page 7052 or any other page as may replace the specified page
     on that service) ("Telerate Page 7052"), for the week or month, as
     applicable, ended immediately preceding the week or month, as applicable,
     in which the particular Interest Determination Date falls, or

(2)  if the rate referred to in clause (1) does not so appear on Telerate Page
     7052, the percentage equal to the one-week or one-month, as specified on
     the face hereof, average yield for United States Treasury securities at
     "constant maturity" having the particular Index Maturity and for the week
     or month, as applicable, preceding the particular Interest Determination
     Date as published in H.15(519) opposite the caption "Treasury Constant
     Maturities," or

(3)  if the rate referred to in clause (2) does not so appear in H.15(519), the
     one-week or one-month, as specified on the face hereof, average yield for
     United States Treasury securities at "constant maturity" having the
     particular 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 particular
     Interest Determination Date falls, or


                                       13





(4)  if the rate referred to in clause (3) is not so published, the rate on the
     particular Interest Determination Date 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 that 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 particular Index Maturity, a remaining term to maturity no
     more than 1 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

(5)  if fewer than five but more than two of the prices referred to in clause
     (4) are provided as requested, the rate on the particular Interest
     Determination Date calculated by the Calculation Agent based on the
     arithmetic mean of the bid prices obtained and neither the highest nor the
     lowest of the quotations shall be eliminated, or

(6)  if fewer than three prices referred to in clause (4) are provided as
     requested, the rate on the particular Interest Determination Date
     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 that 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
     particular 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 the time, or

(7)  if fewer than five but more than two prices referred to in clause (6) are
     provided as requested, the rate on the particular Interest Determination
     Date calculated by the Calculation Agent based on the arithmetic mean of
     the bid prices obtained and neither the highest or the lowest of the
     quotations will be eliminated, or

(8)  if fewer than three prices referred to in clause (6) are provided as
     requested, the CMT Rate in effect on that Interest Determination Date.

         If two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to the particular Index Maturity, the quotes for
the United States Treasury security with the shorter original remaining term to
maturity will be used.

         COMMERCIAL PAPER RATE. If an Interest Rate Basis for this Note is
specified on the face hereof as the Commercial Paper Rate, the Commercial Paper
Rate shall be determined as of the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date") as the Money Market Yield
(as defined below) on such date of the rate for commercial paper having the
Index Maturity as published in H.15(519) under the caption "Commercial
Paper-Nonfinancial" or, if not so published by 3:00 P.M., New York City time, on
the related


                                       14





Calculation Date, the Money Market Yield of the rate on such Commercial Paper
Rate Interest Determination Date for commercial paper having the Index Maturity
as published in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying such rate, under the caption "Commercial
Paper-Nonfinancial". If such rate is not yet published in either H.15(519), H.15
Daily Update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date will be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
United States dollar commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity placed for
industrial issuers whose bond rating is "Aa", or the equivalent, from a
nationally recognized statistical rating organization; PROVIDED, HOWEVER, that
if the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate determined as of such Commercial
Paper Rate Interest Determination Date will be the Commercial Paper Rate in
effect on such Commercial Paper Rate Interest Determination Date.

         "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

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

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.

         ELEVENTH DISTRICT COST OF FUNDS RATE. If an Interest Rate Basis for
this Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on the display on Bridge Telerate,
Inc. (or any successor service) on page 7058 (or any other page as may replace
such page on such service) ("Telerate Page 7058") as of 11:00 A.M., San
Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh


                                       15





District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Rate Interest Determination Date.

         FEDERAL FUNDS RATE. If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a "Federal
Funds Rate Interest Determination Date") as the rate on such date for United
States dollar federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)" as such rate is displayed on Bridge Telerate, Inc. or any
successor service on page 120 (or any other page as may replace such page on
such service) ("Telerate Page 120"), or, if such rate does not appear on
Telerate Page 120 or is not so published by 3:00 P.M., New York City time, on
the Calculation Date, the rate on such Federal Funds Rate 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
such rate, under the caption "Federal Funds (Effective)" If such rate does not
appear on Telerate Page 120 or is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on the related Calculation Date, then the Federal Funds Rate on such Federal
Funds Rate Interest Determination Date shall be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers
of United States dollar federal funds transactions in The City of New York
selected by the Calculation Agent, prior to 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date; PROVIDED, HOWEVER, that if
the brokers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.

         LIBOR. If an Interest Rate Basis for this Note is specified on the face
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:

                  (i) With respect to any Interest Determination Date relating
to a Floating Rate Note for which the interest rate is determined with reference
to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be either: (a) if
"LIBOR Telerate" is specified on the face hereof or if neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the Designated LIBOR Currency having
the Index Maturity specified on the face hereof, commencing on such Interest
Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M., London
time, on such LIBOR Interest Determination Date; or (b) if "LIBOR Reuters" is
specified on the face hereof, the arithmetic mean of the offered rates,
calculated by the Calculation Agent, or the offered rate, if the Designated
LIBOR Page by its terms provides only for a single rate for deposits in the
Designated LIBOR Currency having the Index Maturity specified on the face
hereof, commencing on the applicable Interest Reset Date, that appear (or, if
only a single rate is required as aforesaid, appears) on the Designated LIBOR
Page as of 11:00 A.M., London time, on such LIBOR Interest Determination Date.
If fewer than two such offered rates so appear, or if no such rate so appears,
as applicable, LIBOR on such LIBOR Interest Determination Date will be
determined in accordance with the provisions described in clause (ii) below.


                                       16





         (ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
will request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Designated
LIBOR Currency for the period of the Index Maturity specified on the face
hereof, commencing on the applicable Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount that is representative for
a single transaction in the Designated LIBOR Currency in such market at such
time. If at least two such quotations are so provided, then LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of such quotations. If
fewer than two such quotations are so provided, then LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center, on such
LIBOR Interest Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans in the Designated
LIBOR Currency to leading European banks, having the Index Maturity specified on
the face hereof and in a principal amount that is representative for a single
transaction in the Designated LIBOR Currency in such market at such time;
PROVIDED, HOWEVER, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.

         "Designated LIBOR Currency" means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no such currency is
specified on the face hereof, United States dollars.

         "Designated LIBOR Page" means (a) if "LIBOR Telerate" is specified on
the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on
the face hereof as the method for calculating LIBOR, the display on Bridge
Telerate, Inc. (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on such service) for the
purpose of displaying the London interbank rates of major banks for the
Designated LIBOR Currency, or (b) if "LIBOR Reuters" is specified on the face
hereof, the display on the Reuter Monitor Money Rates Service (or any successor
service) on the page specified on the face hereof (or any other page as may
replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency.

         PRIME RATE. If an Interest Rate Basis for this Note is specified on the
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
caption "Bank Prime Loan" or, if not published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Prime Rate Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate under the caption
"Bank Prime Loan." If such rate is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on the related Calculation Date, then the Prime Rate shall be 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


                                       17





rate as of 11:00 A.M. New York City time, on such Prime Rate Interest
Determination Date. If fewer than four such rates so appear on the Reuters
Screen US PRIME 1 Page for such Prime Rate Interest Determination Date, then the
Prime Rate shall be 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 such Prime Rate Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent; PROVIDED, HOWEVER, that if the banks or trust companies so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest Determination Date will
be the Prime Rate in effect on such Prime Rate 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 the US PRIME 1 page on such service) for the
purpose of displaying prime rates or base lending rates of major United States
banks.

         TREASURY RATE. If an Interest Rate Basis for this Note is specified on
the face hereof as the Treasury Rate, the Treasury Rate shall be determined as
of the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face hereof
under the caption "INVESTMENT RATE", on the display on Bridge Telerate, Inc. (or
any successor service) on page 56 (or any other page as may replace such page on
such service) ("Telerate Page 56") or page 57 (or any other page as may replace
such page on such service) ("Telerate Page 57") or, if not so published by 3:00
P.M., New York City time, on the related Calculation Date, the Bond Equivalent
Yield (as defined below) of the rate for such Treasury Bills as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the Bond Equivalent Yield
of the auction rate of such Treasury Bills as announced by the United States
Department of the Treasury. In the event that the auction rate of Treasury Bills
having the Index Maturity on the face hereof is not so announced by the United
States Department of the Treasury, or if no such Auction is held, then the
Treasury Rate will be the Bond Equivalent Yield of the rate on such Treasury
Rate Interest Determination Date of Treasury Bills having the Index Maturity
specified on the face hereof as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market" or, if not yet published
by 3:00 P.M., New York City time, on the related Calculation Date, the rate on
such Treasury Rate Interest Determination Date of such Treasury Bills as
published in H.15 Daily Update, or such other recognized electronic source used
for the purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source, then
the Treasury Rate will be calculated by the Calculation Agent and will be the
Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates,
as of approximately 3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three primary United States government
securities dealers selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; PROVIDED, HOWEVER, that if the dealers so selected by the
Calculation Agent are not quoting as


                                       18





mentioned in this sentence, the Treasury Rate determined as of such Treasury
Rate Interest Determination Date will be the Treasury Rate in effect on such
Treasury Rate Interest Determination Date.

         "Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

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

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable Interest Reset Period.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

         The "Calculation Date," if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be. At
the request of the Holder hereof, the Calculation Agent will provide to the
Holder hereof the interest rate hereon then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.

         Accrued interest hereon shall be an amount calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the Applicable
Interest Rate Basis specified on the face hereof applied.

         All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards, and all amounts used in or
resulting from such calculation on this Note shall be rounded to the nearest
cent (with one-half cent being rounded upwards).


                                       19





         If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be accelerated in the manner and with
the effect provided in the Indenture.

         The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of any series, on behalf of the
holders of all such Debt Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the holders of not less than a majority of the aggregate principal amount
of the outstanding Debt Securities of any series, in certain instances, to
waive, on behalf of all of the holders of Debt Securities of such series,
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 other Notes 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 principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, 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, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.

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


                                       20





         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
holder in whose name this Note is registered as the owner thereof 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.

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.






                                       21





                                  ABBREVIATIONS

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


                                          
TEN COM - as tenants in common               UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties                          (Cust)          (Minor)
JT TEN  - as joint tenants with right of                  under Uniform Gifts to Minors
          survivorship and not as tenants                      Act_____________________
          in common                                                             (State)


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


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

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this Note and all rights thereunder hereby irrevocably constituting and
appointing

____________________________________________________________________ Attorney
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:
      --------------------     -------------------------------------------------
                               Notice: The signature(s) on this Assignment
                               must correspond with the name(s) as written upon
                               the face of this Note in every particular,
                               without alteration or enlargement or any change
                               whatsoever.




                                       22





                            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 100% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at _____________


-----------------------------------------

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

         For this Note to be repaid, the Trustee must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, currently
located at __________________________________________, not more than 60 nor less
than 30 calendar days prior to the Repayment Date, this Note with this "Option
to Elect Repayment" form duly completed.

         If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000) which the
holder elects to have repaid and specify the denomination or denominations
(which shall be an Authorized Denomination) of the Notes to be issued to the
holder for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:  $


Date:                           Notice: The signature(s) on this Option to Elect
       ----------------------   Repayment must correspond with the name(s) as
                                written upon the face of this Note in every
                                particular, without alteration or enlargement
                                or any change whatsoever.








                                       23