---

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x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

For

the fiscal year ended December 31, 2001.

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).

For

the transition period from                          to

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*

Attached to each share of Common Stock is a Right to acquire 1/100th of a share of the Registrant’s Cumulative Participating Preferred Stock, par value $.01 per share, which Rights are not presently exercisable.

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*

In determining this figure, the registrant assumed that the executive officers of the registrant and the registrant’s directors are affiliates of the registrant. Such assumption shall not be deemed to be conclusive for any other purpose.

The number of shares outstanding of the registrant’s common stock as of the close of business on February 28, 2002.

1.

Portions of the Annual Report to stockholders for the year ended December 31, 2001 are incorporated by reference into Parts I, II and IV.

2.

Portions of the Proxy Statement for the annual meeting of stockholders to be held on April 25, 2002 are incorporated by reference into Part III.

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1

Signet Bank and Signet Banking Corporation were acquired by First Union National Bank and First Union Corporation, respectively, as of November 30, 1997. On September 1, 2001 First Union Corporation merged with Wachovia Corporation and formed a new Wachovia Corporation.

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2

Capital One Auto Finance, Inc. was formerly known as Summit Acceptance Corporation. We changed its name to Capital One Auto Finance, Inc. on November 7, 2000.

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•

Funding.    Our ability to grow may be constrained by our ability to generate funding sufficient to both create the liquidity necessary to extend loans to our customers and to provide us with the capital necessary to meet the requirements of our regulators, the rating agencies and our own prudent management principles. Our ability to generate this funding, especially capital funding which can come from only limited sources, is limited by a number of factors, such as the regulatory environment and our corporate structure. In addition, our ability to raise funds is strongly affected by the general state of the United States and world economies, and will be more difficult in a recessionary economy such as the one we currently face. See “—We May Experience Limited Availability of Financing and Variation in Our Funding Costs” below.

•

Credit Risk.    As a consumer lender, factors affecting our growth (including our ability to obtain funding and our ability to generate account balance growth), are also affected by the delinquency and charge-off levels of our accounts. Our delinquency and charge-off levels are also affected by the general state of the United States and world economies, and may likely be adversely impacted by a recessionary economy. See “—We May Experience Increased Delinquencies and Credit Losses” below.

•

Business Risk.    Our ability to grow is driven by the success of our fundamental business plan. This risk has many components, including:

®

Customer and Account Growth.    As a business driven by customer finance, our growth is highly dependent on our ability to retain existing customers and attract new ones, grow existing and new account balances,

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®

Product Risk.    Difficulties or delays in the development, production, testing and marketing of new products or services, which may be caused by a number of factors including among other things operational constraints and legal difficulties, will affect the success of such products or services and can cause losses associated with the costs to develop unsuccessful products and services. In addition, customers may not accept the new products and services offered.

•

Operational Risk.    Our ability to grow successfully is also dependent on our ability to build or acquire the necessary operational and organizational infrastructure, manage expenses as we expand and recruit experienced management and operations personnel with the experience to run an increasingly complex business. In addition, we operate in a highly regulated industry, and our ability to grow our business, both in credit card issuance and by expanding into international and new lending opportunities, may be adversely affected by the legal and regulatory environment we face, which may change at any time and which is outside of our control.

•

International Expansion.    Our expansion internationally is affected by additional factors, including limited access to information, differences in cultural attitudes toward credit, changing regulatory and legislative environments, political developments, exchange rates and differences from the historical experience of portfolio performance in the United States and other countries.

•

Consumer Finance Expansion.    Our ability to expand our business by undertaking consumer lending activities outside of our card business is also affected by additional factors, such as the ability to identify and execute on new business opportunities to which we can successfully apply our IBS.

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*

Indicates a management contract or compensation plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.

                                                                   Exhibit 4.4.5


                          REGISTERED GLOBAL SENIOR NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY") TO
CAPITAL ONE BANK (THE "BANK") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON 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.

THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE 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.

THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL
OBLIGATION OF CAPITAL ONE BANK (THE "BANK"). THE OBLIGATIONS EVIDENCED BY THIS
NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS, THAT ARE
SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES
NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
- ---                           ---
CORPORATION ("FDIC") OR ANY OTHER INSURER.

THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000 AND INTEGRAL
MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN
THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF US$100,000 PRINCIPAL
AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT
ALL TIMES.

REGISTERED No. R-
                 -------------------
CUSIP No.:  14040EES7
ISIN No.:  US14040EES72
Common Code: 013337942

                                CAPITAL ONE BANK
                                GLOBAL BANK NOTE
                            (Registered Global Note)




ORIGINAL ISSUE DATE:          July 26, 2001      PRINCIPAL AMOUNT:  $350,000,000

                                                 SPECIFIED CURRENCY:

MATURITY DATE:                July 30, 2004      [X] U.S. dollar

[X] FIXED RATE NOTE                              [ ] Other:

[ ] FLOATING RATE NOTE

CAPITAL ONE BANK, a bank organized under the laws of the Commonwealth of
Virginia (the "Bank"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal amount specified above as adjusted in
accordance with Schedule 1 hereto, on the Maturity Date specified above (except
to the extent redeemed or repaid prior to the Maturity Date) and to pay interest
thereon (i) in accordance with the provisions set forth on the reverse hereof
under the caption "Fixed Rate Interest Provisions," if this Note is designated
as a "Fixed Rate Note" above, or (ii) in accordance with the provisions set
forth on the reverse hereof under the caption "Floating Rate Interest
Provisions," if this Note is designated as a "Floating Rate Note" above, in each
case as such provisions may be modified or supplemented by the terms and
provisions set forth in the Pricing Supplement attached hereto (the "Pricing
Supplement"), and (to the extent that the payment of such interest shall be
legally enforceable) to pay interest at the Default Rate per annum specified in
the Pricing Supplement on any overdue principal and premium, if any, and on any
overdue installment or interest. If no Default Rate is specified in the Pricing
Supplement then the Default Rate shall be the Interest Rate specified in the
Pricing Supplement. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the person in whose
name this Note (or any predecessor Note) is registered at the close of business
on the fifteenth calendar day (whether or not a Business Day (as defined on the
reverse hereof)) next preceding the applicable Interest Payment Date (unless
otherwise specified in the Pricing Supplement) (each, a "Regular Record Date");
provided, however, that interest payable at Maturity (as defined on the reverse
hereof) will be payable to the person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the holder as of the close of business on such Regular Record
Date, and shall instead be payable to the person in whose name this Note (or any
predecessor Note) is registered at the close of business on a special record
date for the payment of such defaulted interest (the "Special Record Date") to
be fixed by the Registrar (as defined below), notice whereof shall be given by
the Registrar to the holder of this Note not less than 15 calendar days prior to
such Special Record Date.

This Note is one of a duly authorized issue of the Bank's notes due from 30 days
to 30 years or more from date of issue (the "Notes"). The Notes are issued in
accordance with the Global Agency Agreement, dated as of June 6, 2000 and as
amended as of May 24, 2001 (the "Global Agency Agreement"), among the Bank and
The Chase Manhattan Bank as paying agent (the "Domestic Paying Agent") and as
registrar (the "Registrar"), The Chase Manhattan Bank, London Branch, as paying
agent (the "London Paying Agent") and as issuing agent (the "London Issuing
Agent") and Chase Manhattan Bank Luxembourg S.A. as transfer agent (the
"Transfer Agent"), as paying agent (the "Luxembourg Paying Agent", together with
the Domestic Paying

                                       2



Agent and the London Paying Agent, the "Paying Agents", and individually, a
"Paying Agent") and Kredietbank S.A. Luxembourgeoise as listing agent (the
"Listing Agent"). The terms Domestic Paying Agent, Registrar, London Paying
Agent, London Issuing Agent, Luxembourg Paying Agent, Transfer Agent and Listing
Agent shall include any additional or successor agents appointed in such
capacities by the Bank.

The Bank shall cause to be kept at the office of the Registrar designated below
a register (the register maintained in such office or any other office or agency
of the Registrar, herein referred to as the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Bank shall provide for
the registration of Notes issued in registered form and of transfers of such
Notes. The Bank has initially appointed The Chase Manhattan Bank, acting through
its principal office at 450 West 33rd Street, 15th Floor, New York, New York
10001, as "Registrar" for the purpose of registering Notes issued in registered
form and transfers of such Notes. The Bank reserves the right to rescind such
designation at any time, and to transfer such function to another bank or
financial institution.

The transfer of this Note is registrable in the Note Register, upon surrender of
the Note for registration of transfer at the office or agency of the Registrar
or any transfer agent maintained for that purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Registrar (or such transfer agent) duly executed by, the holder hereof or its
attorney duly authorized in writing.

Payment of principal of, and premium, if any, and interest on, this Note due at
Maturity will be made in immediately available funds upon presentation and
surrender of this Note at the office of a Paying Agent maintained for that
purpose; provided, that this Note is presented to such Paying Agent in time for
such Paying Agent to make such payment in accordance with its normal procedures.
Payments of interest an this Note (other than at Maturity) will be made by wire
transfer to such account as has been appropriately designated to a Paying Agent
by the person entitled to such payments.

Reference is made to the further provisions of this Note set forth on the
reverse hereof and in the Pricing Supplement, which further provisions shall for
all purposes have the same effect as if set forth at this place. In the event of
any conflict between the provisions contained herein or on the reverse hereof
and the provisions contained in the Pricing Supplement attached hereto, the
latter shall control. References herein to "this Note," "hereof," "herein" and
comparable terms shall include the Pricing Supplement attached hereto.

Unless the certificate of authentication hereon has been executed by the
Registrar, by manual signature of an authorized signatory, this Note shall not
be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to the conflicts of law principles
thereof.

                                       3



IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

                                                     CAPITAL ONE BANK


                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:

Dated:

REGISTRAR'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the
within-mentioned Global Agency Agreement.

THE CHASE MANHATTAN BANK,
as Registrar


By:
   ----------------------
   Name:
   Title:

                                       4



PRICING SUPPLEMENT DATED July 19, 2001
(to be read in conjunction with the Offering Circular dated May 24, 2001)

                                Capital One Bank
               (a Bank Organized Pursuant to the Laws of Virginia)

                                Global Bank Notes

                       Fixed Rate Notes due July 30, 2004

This Pricing Supplement should be read in conjunction with the Offering
Circular, dated May 24, 2001 (the "Offering Circular"), relating to the
U.S.$5,000,000,000 Global Bank Note Program of Capital One Bank. Unless
otherwise defined herein, terms used herein shall have the meanings ascribed to
them in the Offering Circular. Terms are not completed for certain items below
because such terms are not applicable.

DESCRIPTION OF THE NOTES

     1.   Specified Currency and Principal Amount: US $350,000,000

     2.   Senior or Subordinated: Senior

     3.   Original Issue Date: July 26, 2001

     4.   Stated Maturity Date: July 30, 2004

     5.   Issue Price: 99.861%

     6.   (a)  Authorized Denomination(s): $100,000 and integral multiples of
               $1,000 in excess thereof

          (b)  Redenomination (Yes/No): No [If yes, give details]

     7.   Form of Note (Registered or Bearer): Registered

     8.   (a)  Series Number: 4

          (b)  If forming part of an existing Series (Yes/No):No [If yes, give
               details]

     9.   Interest Period:

          [ ]  One Month

          [ ]  Three Months

          [X]  Six Months

          [ ]  Twelve Months

          [ ]  Other (Specify Number of Months):

     10.  Interest Payment Date(s): July 30 and January 30, commencing on
          January 30, 2002

     11.  Record Dates (for Registered Notes with Maturities Greater than One
          Year): the July 15 and the January 15 preceding each Interest Payment
          Date

                                       5



     12.  Exchange Rate Agent (Registered Notes and Dual Currency Notes):

     13.  Default Rate: 6.50% per annum

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

FIXED RATE NOTES

     14.  Interest Rate: 6.50% per annum

     15.  Day Count Convention:

          [X]  30/360 for the period from July 26, 2001 tobut excluding July 30,
               2004

          [ ]  Actual/360 for the period from           to
                                              ---------    ---------

          [ ]  Actual/Actual for the period from          to
                                                 --------    --------

          [ ]  Other (specify convention and applicable period):

FLOATING RATE NOTES

     16.  Interest Rate Determination:

          [ ]  ISDA Rate

          [ ]  Reference Rate Determination

     17.  Calculation Agent, if not The Chase Manhattan Bank:

     18.  Maximum Interest Rate: % per annum

     19.  Minimum Interest Rate: % per annum

     20.  Day Count Convention:

          [ ]  30/360 for the period from           to
                                          ---------   ----------

          [ ]  Actual/360 for the period from          to
                                              --------    -----------

          [ ]  Actual/Actual for theperiod from           to
                                                ---------    ---------

          [ ]  Other (specify convention and applicable period):

     21.  Business Day Convention:

          [ ]  Floating Rate Convention

          [ ]  Following Business Day Convention

          [ ]  Modified Following Business Day Convention

          [ ]  Preceding Business Day Convention

          [ ]  Other (specify):

ISDA RATE

     22.  Margin: [+/-] % per annum

     23.  Floating Rate Option:

     24.  Designated Maturity:

     25.  Reset Date:

                                       6



REFERENCE RATE DETERMINATION

     26.  Initial Interest Rate:

     27.  Index Maturity:

     28.  Interest Rate Basis or Bases:

          If CMT Rate: Specified CMT Telerate Page:

                       Specified CMT Maturity Index:

          If EURIBOR:

          If LIBOR:    [ ]  LIBOR Telerate

                       [ ]  LIBOR Reuters

     29.  Index Currency:

     30.  Spread: [+/-] %

     31.  Spread Multiplier:

     32.  Initial Interest Reset Date:

     33.  Interest Determination Period:

     34.  Interest Reset Dates:

     35.  Interest Calculation:

          [ ]  Regular Floating Rate Note

          [ ]  Floating Rate/Fixed Rate Note

          Fixed Rate Commencement Date:

          Fixed Interest Rate: % per annum

          [ ]  Inverse Floating Rate Note:

          Fixed Interest Rate: % per annum

PROVISIONS REGARDING REDEMPTION/REPAYMENT

     36.  Initial Redemption Date: None

     37.  Initial Redemption Percentage:

     38.  Annual Redemption Percentage Reduction:

     39.  Holder's Optional Repayment Date(s): None

DISCOUNT NOTES (INCLUDING ZERO COUPON NOTES)

     40.  Discount Note (Yes/No): No

          If Yes: Total Amount of OID:

          Yield to Maturity:

          Initial Accrual Period: %

          Issue Price:

                                       7



INDEXED NOTES

     41.  Index: [give details]

     42.  Formula:

     43.  Agent, if any, responsible for calculating the principal and/or
          interest payable:

     44.  Provisions where calculation by reference to Index and/or Formula is
          impossible or impracticable:

DUAL CURRENCY NOTES

     45.  Dual Currency Notes (Yes/No): No

          If Yes: Face Amount:

          Face Amount Currency:

          Optional Payment Currency:

          Option Election Dates:

          [give details]

     46.  Designated Exchange Rate:

     47.  Option Value Calculation Agent:

     48.  Agent, if any, responsible for calculating the principal and/or
          interest payable:

INSTALLMENT NOTES

     49.  Additional provisions relating to Installment Notes:

PARTLY PAID NOTES

     50.  Additional provisions relating to Partly Paid Notes:

GENERAL PROVISIONS

     51.  Additional or different Paying Agents:

     52.  Additional or different Registrars:

     53.  Additional or different London Issuing Agents:

     54.  Additional or different Transfer Agents:

     55.  "Business Day" definition (if other than as defined in the Offering
          Circular):

     56.  Cost, if any, to be borne by Noteholders in connection with exchanges
          for Definitive Bearer Notes:

     57.  Talons for future Coupons or Receipts to be attached to Definitive
          Bearer Notes (Yes/No) and dates on which such Talons mature:

                             [If yes, give details]

     58.  Additional selling restrictions: [give details]

     59.  CUSIP: 14040EES7

          ISIN: US14040EES72

          Common Code: 013337942

          Other (specify):

                                       8



     60.  Details of additional/alternative clearance system approved by the
          Bank:

     61.  Notes to be listed (Yes/No):

          Yes If Yes, securities exchange(s): Luxembourg

     62.  Syndicated Issue (Yes/No): Yes

          If Yes, names of managers and details of relevant stabilizing manager,

          if any: Banc of America Securities

          LLC and Deutsche Banc Alex. Brown Inc.

     63.  Clearance System(s):

          [ ]  DTC only

          [ ]  Euroclear and Clearstream, Luxembourg only

          [X]  DTC, and Euroclear and Clearstream, Luxembourg through DTC

          [ ]  DTC, Euroclear and Clearstream, Luxembourg

          [ ]  Other:

     64.  Name(s) of relevant Distribution Agent(s):
          Banc of America Securities LLC, Deutsche Banc Alex. Brown Inc., ABN
          AMRO Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney
          Inc. and Keefe, Bruyette & Woods, Inc.

     65.  Other terms or special conditions:

     66.  Tax considerations:

     67.  Discount or Commission per Note: 0.30%

     68.  Selling Concession per Note: 0.18%

     69.  Reallowance per Note: 0.125%

                                       9



                                [Reverse of Note]

The Notes are issuable only in denominations of US$100,000 and integral
multiples of US$1,000 in excess thereof (or equivalent denominations in other
currencies, subject to any other statutory or regulatory minimums). This Note,
and any Note issued in exchange or substitution herefor or in place hereof, or
upon registration of transfer, exchange or partial redemption or repayment of
this Note, may be issued only in an Authorized Denomination specified in the
Pricing Supplement (or, if this Note is in definitive form, specified on the
face hereof).

Unless otherwise provided herein (or, if this Note is in global form, in the
Pricing Supplement), the principal of, and premium, if any, and interest on,
this Note are payable in the Specified Currency indicated on the face hereof
(or, if such Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued such Specified Currency as at the time of such payment
is legal tender for the payment of debts). If this Note is a DTC Global Note and
the Specified Currency indicated on the face hereof is other than U.S. dollars,
any such amounts paid by the Bank will be converted by The Chase Manhattan Bank,
as Exchange Rate Agent, or such other agent as may be specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof), which for these purposes shall act as currency exchange agent (the
"Exchange Rate Agent"), into U.S. dollars for payment to the holder of this
Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the
face hereof is other than the U.S. dollar, any U.S. dollar amount to be received
by the holder of this Note will be based on the Exchange Rate Agent's bid
quotation as of 11:00 a.m., London time, on the second day on which banks are
open for business in London, New York City and Glen Allen, Virginia, preceding
the applicable payment date, for the purchase of U.S. dollars with the Specified
Currency for settlement on such payment date of the aggregate amount of the
Specified Currency payable to all holders of Notes denominated other than in the
U.S. dollar scheduled to receive U.S. dollar payments. If such bid quotation is
not available, the Exchange Rate Agent will obtain a bid quotation from a
leading foreign exchange bank in London or New York City selected by the
Exchange Rate Agent for such purchase. If no such bids are available, payment of
the aggregate amount due to the holder of this Note on the payment date will be
made in the Specified Currency, subject to the other provisions of this Note
relating to payment in such Specified Currency. All currency exchange costs will
be borne by the holder of this Note by deductions from such payments. 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 upon the holder of this Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the
face hereof is other than the U.S. dollar, the holder of this Note may elect to
receive payment of principal (and premium, if any) and interest on this Note in
the Specified Currency indicated on the face hereof by submitting a written
notice to the Paying Agents prior to 5:00 pm, New York City time, on the fifth
Business Day following the applicable Record Date in the case of interest and
the tenth calendar day prior to the payment date for the payment of principal.
Such notice, which may be mailed or hand delivered or sent by cable, telex or
facsimile transmission, shall contain (i) the holder's election to receive all
or a portion of such payment in the Specified Currency on the relevant Interest
Payment Date or Maturity, as the case may be, and (ii) wire transfer
instructions

                                       10



to an account denominated in the Specified Currency with respect to any payment
to be made in the Specified Currency. Any such election made with respect to
this Note by the holder will remain in effect with respect to any further
payments of principal of, and premium, if any, and interest on this Note payable
to the holder of this Note unless such election is revoked on or prior to the
fifth Business Day following the applicable Record Date in the case of interest
and the tenth calendar day prior to the payment date for the payment of
principal.

If (i) this Note is a DTC Global Note and the holder of this Note shall have
duly made an election to receive all or a portion of a payment of principal of,
and premium, if any, or interest on this Note in the Specified Currency
indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in
the case of (i) or (ii) in the event the Specified Currency indicated on the
face hereof has been replaced by another currency (a "Replacement Currency"),
any amount due pursuant to this Note may be repaid, at the option of the Bank,
in the Replacement Currency or in U.S. dollars, at a rate of exchange which
takes into account the conversion, at the rate prevailing on the most recent
date on which official conversion rates were quoted or set by the national
government or other authority responsible for issuing the Replacement Currency,
from the Specified Currency to the Replacement Currency and, if necessary, the
conversion of the Replacement Currency into U.S. dollars at the rate prevailing
on the date of such conversion.

If the Specified Currency indicated on the face hereof is other than the U.S.
dollar and (i) this Note is a DTC Global Note and the holder of this Note shall
have duly made an election to receive all or a portion of a payment of principal
of, and premium, if any, or interest on this Note in the Specified Currency
indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in
the case of (i) or (ii) if such Specified Currency is not available due to the
imposition of exchange controls or other circumstances beyond the control of the
Bank, the Bank will be entitled to satisfy its obligations to the holder of this
Note by making such payments of principal of (and premium, if any) or interest
on this Note in U.S. dollars until, in the sole discretion of the Bank, the
Specified Currency is again available. In such circumstances, the U.S. dollar
amount to be received by the holder of this Note will be made on the basis of
the most recently available bid quotation from a leading foreign exchange bank
in London or New York City selected by the Exchange Rate Agent, for the purchase
of U.S. dollars with the Specified Currency for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all holders of
Notes denominated other than in the U.S. dollar scheduled to receive U.S. dollar
payments. Any payment made under such circumstances in U.S. dollars, where the
payment is required to be made in the Specified Currency, will not constitute an
"Event of Default" with respect to this Note.

The Chase Manhattan Bank shall initially act as domestic paying agent (the
"Domestic Paying Agent") and the Bank has initially appointed The Chase
Manhattan Bank, London Branch, acting through its specified office in London as
London paying agent (the "London Paying Agent") and Chase Manhattan Bank
Luxembourg S.A. as Luxembourg paying agent (the "Luxembourg Paying Agent" and
together with the Domestic Paying Agent and the London Paying Agent, the "Paying
Agents," and each individually, a "Paying Agent," and such terms shall include
any additional or successor paying agents appointed pursuant to the Global
Agency Agreement (as defined on the face hereof)) in respect of the Notes. If
this Note is in registered form, this Note may be presented or surrendered for
payment, and notices, designations or requests in respect of payments with
respect to this Note may be served, at the office or agency of any Paying Agent
maintained for that purpose. The Bank may at any time rescind any designation of
a Paying

                                       11



Agent, appoint any additional or successor Paying Agents or approve a change in
the office through which a Paying Agent acts.

Subject to any fiscal or other laws and regulations applicable thereto in the
place of payment, payments on registered Notes to be made in a Specified
Currency other than the U.S. dollar and payments on bearer Notes will be made by
a check in the Specified Currency drawn on or by wire transfer to an account in
the Specified Currency (which, in the case of a payment in Yen to a non-resident
of Japan, shall be a non-resident account) maintained by the payee with a bank
(which, in the case of a payment in Yen to a non-resident of Japan, shall be an
authorized foreign exchange bank) in the Principal Financial Center of the
country of the Specified Currency, provided, however, that a check may not be
delivered to an address in, and an amount may not be transferred to an account
located in, the United States of America or its possessions by any office or
agency of the Bank or any Paying Agent.

Fixed Rate Interest Provisions
- ------------------------------

If this Note is designated as a "Fixed Rate Note" on the face hereof, the Bank
will pay interest on each Interest Payment Date specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof) and on the Maturity Date or any Redemption Date (as defined below) or
Holder's Optional Repayment Date (as defined below) (each such Maturity Date,
Redemption Date and Holder's Optional Repayment Date and the date on which the
principal or an installment of principal is due and payable by declaration of
acceleration as provided herein being hereinafter referred to as a "Maturity"
with respect to the principal repayable on such date), commencing on the first
Interest Payment Date next succeeding the Original Issue Date specified on the
face hereof (or if the Original Issue Date is between a Record Date and the
Interest Payment Date immediately following such Record Date, on the Second
Interest Payment Date following the Original Issue Date), at the Interest Rate
per annum specified in the Pricing Supplement (or, if this Note is in definitive
form, specified on the face hereof), until the principal hereof is paid or duly
made available for payment.

Payments of interest hereon will include interest accrued from and including the
most recent Interest Payment Date to which interest on this Note (or any
predecessor Note) has been paid or duly provided for (or, if no interest has
been paid or duly provided for, from and including the Original Issue Date) to
but excluding the relevant Interest Payment Date or Maturity, as the case may
be. Unless otherwise specified in the Pricing Supplement (or, if this note is in
definitive form, on the face hereof), if the Maturity Date specified on the face
hereof falls more than one year from the Original Issue Date, interest payments
for this Note if it is denominated in U.S. dollars shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. Unless otherwise specified
in the Pricing Supplement (or, if this Note is in definitive form, on the face
hereof) if the Maturity Date specified on the face hereof falls one year or less
from the Original Issue Date, interest payments for this Note if it is
denominated in U.S. dollars shall be computed and paid on the basis of the
actual number of days in the year divided by 360.

Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes denominated other than in U.S. dollars will be computed on the
basis of the "Actual/Actual (ISMA)" Fixed Day Count Convention.

"Actual/Actual (ISMA)"  Fixed Day Count Convention means:

                                       12



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

(b) in the case of Fixed Rate Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum of:

     (1) the number of days in such Accrual Period falling in the Determination
     Period in which the Accrual Period begins divided by the product of (x) the
     number of days in such Determination Period and (y) the number of
     Determination Periods that would occur in one calendar year, assuming
     interest was to be payable in respect of the whole of that year; and

     (2) the number of days in such Accrual Period falling in the next
     Determination Period divided by the product of (x) the number of days in
     such Determination Period and (y) the number of Determination Periods that
     would occur in one calendar year, assuming interest was to be payable in
     respect of the whole of that year.

"Determination Period" means the period from and including a Determination Date
to but excluding the next Determination Date (including, where either the
Interest Commencement Date or the final Interest Payment Date is not a
Determination Date, the period commencing on the first Determination Date prior
to, and ending on the first Determination Date falling after, such date).

"Determination Date" means each date specified in the applicable Pricing
Supplement or, if none is specified, each Interest Payment Date.

Unless otherwise provided herein, if any Interest Payment Date or the Maturity
of this Note falls on a day which is not a Business Day, the related payment of
principal of, or premium, if any, or interest on, this Note shall be made on the
next succeeding Business Day with the same force and effect as if made on the
date such payments were due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or the
Maturity, as the case may be.

Floating Rate Interest Provisions
- ---------------------------------

If this Note is designated as a "Floating Rate Note" on the face hereof, the
Bank will pay interest on each Interest Payment Date specified in the Pricing
Supplement (or, if this Note is in definitive form specified on the face hereof)
and at Maturity, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified on the face hereof (or, if the Original Issue
Date is between a Record Date and the Interest Payment Date immediately
following such Record Date, on the second Interest Payment Date following the
Original Issue Date), at a rate per annum determined in accordance with the
provisions hereof (and, if this Note

                                       13



is in global form, in accordance with the Pricing Supplement), until the
principal hereof is paid or duly made available for payment.

Payments of interest hereon will include interest accrued from and including the
most recent Interest Payment Date to which interest on this Note (or any
predecessor Note) has been paid or duly provided for (or, if no interest has
been paid or duly provided for, from and including the Original Issue Date) to
but excluding the relevant Interest Payment Date or Maturity, as the case may be
(each such period, an "Interest Period").

Unless otherwise specified herein (or, if this Note is in global form, in the
Pricing Supplement), if any Interest Payment Date (or other date which is
subject to adjustment in accordance with a Business Day Convention specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement))
in respect of this Note (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day, then, if the Business Day
Convention specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement) is:

     (1)  the "Floating Rate Convention," such Interest Payment Date (or other
          date) shall be postponed to the next succeeding day which is a
          Business Day unless it would thereby fall into the next succeeding
          calendar month, in which event (A) such Interest Payment Date (or
          other date) shall be brought forward to the next preceding Business
          Day and (B) each subsequent Interest Payment Date (or other date)
          shall be the last Business Day in the month which falls the number of
          months or other period specified as the Interest Payment Period on the
          face hereof after the preceding applicable Interest Payment Date (or
          other date) occurred; or

     (2)  the "Following Business Day Convention," such Interest Payment Date
          (or other date) shall be postponed to the next succeeding day which is
          a Business Day; or

     (3)  the "Modified Following Business Day Convention," such Interest
          Payment Date (or other date) shall be postponed to the next succeeding
          day that is a Business Day unless it would thereby fall into the next
          succeeding calendar month, in which event such Interest Payment Date
          (or other date) shall be brought forward to the next preceding
          Business Day; or

     (4)  the "Preceding Business Day Convention," such Interest Payment Date
          (or other date) shall be brought forward to the next preceding
          Business Day.

If the Maturity of this Note falls on a day that is not a Business Day, the
related payment of principal of (and premium, if any) and interest on, this Note
will 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 on the
amount so payable for the period from and after such Maturity.

If "ISDA Rate" is specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement) in connection with the determination of the
rate of interest on this Note, the rate of interest on this Note for each
Interest Period will be the relevant ISDA Rate (as defined below) plus or minus
the Margin, if any, specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement). Unless otherwise specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), "ISDA Rate"
means, with respect to any Interest Period, the rate equal to the Floating Rate
that would be determined by the Calculation Agent or other

                                       14



person specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement) pursuant to an interest rate swap transaction if the
Calculation Agent or that other person were acting as calculation agent for that
swap transaction in accordance with the terms of an agreement in the form of the
Interest Rate and Currency Exchange Agreement published by the International
Swaps and Derivatives Association, Inc. (the "ISDA Agreement") and evidenced by
a Confirmation (as defined in the ISDA Agreement) incorporating the ISDA
Definitions (as defined below) and under which:

     (A)  the Floating Rate Option is as specified on the face hereof (or, if
          this Note is in global form, in the Pricing Supplement);

     (B)  the Designated Maturity is the period specified on the face hereof
          (or, if this Note is in global form, in the Pricing Supplement), and

     (C)  the relevant Reset Date is either (i) if the applicable Floating Rate
          Option is based on the London inter-bank offered rate for a currency
          or on the Euro-zone inter-bank offered rate ("EURIBOR") for a
          currency, the first day of that Interest Period or (ii) in any other
          case, as specified on the face hereof (or, if this Note is in global
          form, in the Pricing Supplement).

As used in this paragraph, "Floating Rate," "Calculation Agent," "Floating Rate
Option," "Designated Maturity," and "Reset Date" have the meanings ascribed to
those terms in the ISDA Definitions.

If "Reference Rate Determination" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) in connection with the
determination of the rate of interest on this Note, this Note will bear interest
at a rate per annum equal to the Initial Interest Rate specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) until the
Initial Interest Reset Date specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) and thereafter at a rate per annum
determined as follows:

1. If this Note is designated as a "Regular Floating Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) or if no
designation is made for Interest Calculation on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), then, except as described
below (or, if this Note is in global form, in the Pricing Supplement), this Note
shall bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement) (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face hereof (or,
if this Note is in global form, in the Pricing Supplement); provided, however,
that the interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.

2. If this Note is designated as a "Floating Rate/Fixed Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), then,
except as described below (or, if this Note is in global form, in the Pricing
Supplement), this Note shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis or Bases specified on the face

                                       15



hereof (or, if this Note is in global form, in the Pricing Supplement) (i) plus
or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described on the
face hereof (or, if this Note is in global form, in the Pricing Supplement).
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement);
provided, however, that (i) the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate and (ii) the interest rate in effect commencing on, and including,
the Fixed Rate Commencement Date specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement) to the Maturity Date shall be the
Fixed Interest Rate, if such a rate is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), or if no such Fixed Interest
Rate is so specified, the interest rate in effect hereon on the Business Day
immediately preceding the Fixed Rate Commencement Date.

3. If this Note is designated as an "Inverse Floating Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), then,
except as described below (or, if this Note is in global form, in the Pricing
Supplement), this Note shall bear interest equal to the Fixed Interest Rate
indicated on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) minus the rate determined by reference to the applicable Interest
Rate Basis or Bases specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement) (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof (or, if this
Note is in global form, in the Pricing Supplement); provided, however, that,
unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the interest rate hereon will not be less than
zero percent. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest Rate Reset
Date specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement); provided, however, that the interest rate in effect for the
period from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate.

Except as provided above, if "Reference Rate Determination" is specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement) in
connection with the determination of the rate of interest on this Note, the
interest rate in effect on each day shall be (a) if such day is an Interest
Reset Date, the interest rate determined as of the Interest Reset Determination
Date (as defined below) immediately preceding such Interest Reset Date or (b) if
such day is not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the next preceding Interest
Reset Date. Each Interest Rate Basis shall be the rate determined in accordance
with the applicable provision below. If any Interest Reset Date (which term
includes the term Initial Interest Reset Date unless the context otherwise
requires) would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be adjusted in accordance with the Business Day Convention
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement).

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the "Interest Determination Date" with respect
to the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate,
the J.J. Kenny Rate, and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate will be the last working day
of the

                                       16



month immediately preceding each Interest Reset Date on which the Federal Home
Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the Index (as
defined below); the "Interest Determination Date" with respect to EURIBOR will
be the second day on which the TARGET system is open immediately preceding each
Interest Reset Date; the "Interest Determination Date" with respect to LIBOR
shall be the second London Banking Day (as defined below) preceding each
Interest Reset Date; the "Interest Determination Date" with respect to the
Treasury Rate will be the day in the week in which the related Interest Reset
Date falls on which day Treasury Bills (as defined below) are normally auctioned
(Treasury Bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that 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 related Interest Reset Date, the related Interest Determination
Date shall be such preceding Friday; and provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall
instead be the first Business Day following such auction. If the interest rate
of this Note is determined with reference to two or more Interest Rate Bases as
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), the Interest Determination Date pertaining to this Note will be the
latest Business Day which is at least two Business Days prior to such Interest
Reset Date on which each Interest Rate Basis is determinable. Each Interest Rate
Basis shall be determined on such date, and the applicable interest rate shall
take effect on the Interest Reset Date.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD
- ------------------------
Rate, as specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement), 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 (or, if this Note is in
global form, in the Pricing Supplement) as published in H.15(519) (as defined
below) under the heading "CDs (Secondary Market)". In the event that such rate
is not so published prior to 3:00 p.m., New York City time, on the Calculation
Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be
the rate on such CD Rate Interest Determination Date for certificates of deposit
having the Index Maturity specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) as published in H.15 Daily Update (as
defined below), or another recognized electronic source used for the purpose of
displaying that rate, under the heading "CDs (secondary market)". If such rate
is published neither in H.15(519) nor in H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
the CD Rate for such CD Rate Interest Determination Date will be calculated by
the Calculation Agent 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 nonbank dealers of 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 certificates of deposit
with a remaining maturity closest to the Index Maturity specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) in an
amount that is representative for a single transaction in that market at that
time; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined on such CD Rate Interest Determination Date will be the CD Rate in
effect on such date.

                                       17



"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 (the "Federal Reserve Board").

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

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

(i) If "CMT Telerate Page 7051" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the yield for United
States Treasury securities at "constant maturity" having the Index Maturity
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) as set forth in H.15(519) under the caption "Treasury Constant
Maturities," as such yield is displayed on Telerate, Inc. (or any successor
service) on page 7051 (or any other page as may replace such page on such
service) ("Telerate Page 7051") for such CMT Rate Interest Determination Date.
If such rate does not appear on Telerate Page 7051, the CMT Rate on such CMT
Rate Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities at "constant maturity" having the Index
Maturity and for such CMT Rate Interest Determination Date as set forth in
H.15(519) under the caption "Treasury Constant Maturities". If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date shall be the rate for the period of the Index Maturity as may then be
published by either the the Federal Reserve Board 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).
If the Federal Reserve Board or the United States Department of the Treasury
does not publish a yield on United States Treasury securities at "constant
maturity" having the Index Maturity for such CMT Rate Interest Determination
Date, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be 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 such CMT Rate 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
such Reference Dealers 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 Index Maturity, a remaining term to maturity no
more than 1 year shorter than the Index Maturity and in a principal amount that
is representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date shall be
based on the arithmetic mean of the bid prices obtained and neither the highest
nor lowest of such quotations shall be eliminated. If fewer than three prices
are provided as requested, the CMT Rate on such CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid

                                       18



prices as of approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers selected by the
Calculation Agent (from five such Reference Dealers 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 Index Maturity, a
remaining term to maturity closest to the Index Maturity and in a principal
amount that is representative for a single transaction in such securities in
such market at such time. If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such CMT Rate Interest Determination Date
shall be based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotations shall be eliminated; provided,
however, that if fewer than three such prices are provided as requested, the CMT
Rate determined as of such CMT Rate Interest Determination Date shall be the CMT
Rate in effect on such CMT Rate Interest Determination Date. If two such United
States Treasury securities with an original maturity greater than the Index
Maturity have remaining terms to maturity equally close to the Index Maturity,
the quotes for the Treasury security with the shorter original term to maturity
will be used.

(ii) If "CMT Telerate Page 7052" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), average yield for United States Treasury securities
at "constant maturity" having the Index Maturity specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement) as set forth in
H.15(519) opposite the caption "Treasury Constant Maturities," as such yield is
displayed on Telerate, Inc. (or any successor service) on page 7052 (or any
other page as may replace such page on such service ) ("Telerate Page 7052") for
the week or month, as applicable, ended immediately preceding the week or month,
as applicable, in which such CMT Rate Interest Determination Date falls. If such
rate does not appear on the Telerate Page 7052, the CMT Rate on such CMT Rate
Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), average yield for United States Treasury securities
at "constant maturity" having the Index Maturity and for the week or month, as
applicable, preceding such CMT Rate Interest Determination Date as set forth in
H.15(519) opposite the caption "Treasury Constant Maturities". If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date shall be the one-week or one-month, as specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement), average yield for
United States Treasury securities at "constant maturity" having the 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 such CMT Rate Interest Determination Date falls. If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), average yield on United States Treasury securities at "constant
maturity" having the Index Maturity for the applicable week or month, the CMT
Rate on such CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be 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 such CMT Rate Interest Determination Date of three Reference Dealers
selected by the Calculation Agent (from five such Reference Dealers and
eliminating the highest quotation (or, in the event of equality, one of

                                       19



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 Index Maturity, a remaining term to maturity of no more than 1 year
shorter than the Index Maturity and in a principal amount that is representative
for a single transaction in such securities in such market at such time. If
fewer than five but more than two such prices are provided as requested, the CMT
Rate on such CMT Rate Interest Determination Date shall be based on the
arithmetic mean of the bid prices obtained and neither the highest nor lowest of
such quotations shall be eliminated. If fewer than three prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be 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 such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent (from five such Reference
Dealers and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for United States Treasury securities with an original maturity
longer than the Index Maturity, a remaining term to maturity closest to the
Index Maturity and in a principal amount that is representative for a single
transaction in such securities in such market at such time. If fewer than five
but more than two such prices are provided as requested, the CMT Rate on such
CMT Rate Interest Determination Date shall be based on the arithmetic mean of
the bid prices obtained and neither the highest nor lowest of such quotations
shall be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date shall be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two United States Treasury securities with an original
maturity greater than the Index Maturity have remaining terms to maturity
equally close to the Index Maturity, the quotes for the Treasury security with
the shorter original term to maturity will be used.

Determination of Commercial Paper Rate. If an Interest Rate Basis for this Note
- --------------------------------------
is the Commercial Paper Rate, as specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement), 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
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) 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 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
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

                                       20



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.

Determination of Eleventh District Cost of Funds Rate. If an Interest Rate Basis
- -----------------------------------------------------
for this Note is the Eleventh District Cost of Funds Rate, as specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 Telerate Page 7058 (as defined below)
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 the related Eleventh District Cost of Funds Rate Interest Determination
Date, the Eleventh District Cost of Funds Rate for 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 the
date of such announcement. If the FHLB of San Francisco fails to announce such
rate for the calendar month immediately preceding such Eleventh District Cost of
Funds Rate Interest Determination Date, then the Eleventh District Cost of Funds
Rate determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date.

"Telerate Page 7058" means the display designated as page "7058" on the Bridge
Telerate Service (or such other page as may replace the 7058 page on that
service for the purpose of displaying the monthly weighted average costs of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District).

Determination of EURIBOR. If an Interest Rate Basis for this Note is EURIBOR, as
- ------------------------
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), EURIBOR shall be determined as of the applicable Interest
Determination Date (a "EURIBOR Interest Determination Date"), in accordance with
the following provisions:

(i)  With respect to any EURIBOR Interest Determination Date, EURIBOR will be:

          (a) the rate for deposits in euro as sponsored, calculated and
     published jointly by the European Banking Federation and ACI--The Financial
     Market Association, or any company established by the joint sponsors for
     purposes of compiling and publishing

                                       21



     those rates, having the Index Maturity specified on the face hereof (or if
     this Note is in global form, in the Pricing Supplement), commencing on the
     applicable Interest Reset Date, as that rate appears on Telerate, Inc., or
     any successor service, on page 248 (or any other page as may replace such
     page on such service) ("Telerate Page 248") as of 11:00 a.m., Brussels
     time, on the applicable EURIBOR Interest Determination Date.

          (b) if the rate referred to in clause (a) above does not appear on
     Telerate Page 248, or is not so published by 11:00 a.m., Brussels time, on
     the applicable EURIBOR Interest Determination Date, the rate calculated by
     the Calculation Agent as the arithmetic mean of at least two quotations
     obtained by the Calculation Agent after requesting the principal Euro-zone
     (as defined hereinafter) offices of four major banks in the Euro-zone
     interbank market, in the European interbank market, to provide the
     Calculation Agent with its offered quotation for deposits in euro for the
     period of the Index Maturity designated on the face hereof (or if this Note
     is in global form, in the Pricing Supplement), commencing on the applicable
     Interest Reset Date, to prime banks in the Euro-zone interbank market at
     approximately 11:00 a.m., Brussels time, on the applicable EURIBOR Interest
     Determination Date and in a principal amount not less than the equivalent
     of U.S.$1,000,000 in euro that is representative for a single transaction
     in euro in such market at such time.

          (c) if fewer than two quotations referred to in clause (b) above are
     provided, EURIBOR for such EURIBOR Interest Determination Date will be
     calculated by the Calculation Agent and will be the arithmetic mean of the
     rates quoted at approximately 11:00 a.m., Brussels time, on such EURIBOR
     Interest Determination Date by four major banks in the Eurozone for loans
     in Euro to leading European banks, having the Index Maturity designated on
     the face hereof (or if this Note is in global form, in the Pricing
     Supplement), commencing on the applicable Interest Reset Date and in
     principal amount not less than the equivalent of U.S.$1,000,000 in euro
     that is representative for a single transaction in euro in such market at
     such time.

          (d) if the banks so selected by the Calculation Agent are not quoting
     as mentioned in clause (c) above, EURIBOR determined as of such EURIBOR
     Interest Determination Date shall be EURIBOR in effect on such EURIBOR
     Interest Determination Date.

     "Euro-zone" means the region comprised of member states of the European
     Union that adopt the single currency in accordance with the treaty
     establishing the European Community, as amended by the treaty on European
     Union.

Determination of Federal Funds Rate. If an Interest Rate Basis for this Note is
- -----------------------------------
the Federal Funds Rate, as specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement), 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

                                       22



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.

Determination of J.J. Kenny Rate. If an Interest Rate Basis for this Note is the
- --------------------------------
J.J. Kenny Rate, as specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the J.J. Kenny Rate shall be determined as of
the applicable Interest Determination Date (a "J.J. Kenny Interest Determination
Date") as the rate in the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index Maturity is, and shall be, based upon 30-day yield
evaluations at par of bonds, the interest of which is exempt from Federal income
taxation under the Internal Revenue Code of 1986, as amended (the "Code"), of
not less than five high grade component issuers selected by Kenny which shall
include, without limitation, issuers of general obligation bonds. The specified
issuers included among the component issuers may be changed from time to time by
Kenny in its discretion. The bonds on which the Weekly Index is based shall not
include any bonds on which the interest is subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. In the
event Kenny ceases to make available such Weekly Index, a successor indexing
agent will be selected by the Calculation Agent, such index to reflect the
prevailing rate for bonds rated in the highest short-term rating category by
Moody's Investors Service, Inc. and Standard & Poor's Ratings Group in respect
of issuers most closely resembling the high grade component issuers selected by
Kenny for its Weekly Index, the interest on which is (i) variable on a weekly
basis, (ii) exempt from Federal income taxation under the Code, and (iii) not
subject to a minimum tax or similar tax under the Code, unless all tax-exempt
bonds are subject to such tax. If such successor indexing agent is not
available, the rate for any J.J. Kenny Interest Determination Date shall be 67%
of the rate determined if the Treasury Rate option had been originally selected.

Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR, as
- ----------------------
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), 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) if "LIBOR Telerate" is specified on the face hereof (or, if this Note is in
global form, the Pricing Supplement) or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for calculating LIBOR,
LIBOR will be the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof (or, if this Note is in global form,
the Pricing Supplement), commencing on the applicable Interest Reset

                                       23



Date, that appears on the Designated LIBOR Page (as defined hereinafter) 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 (unless the Designated LIBOR Page by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in the
Designated LIBOR Currency having the Index Maturity, 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 defined
hereinafter) 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 shall be
determined in accordance with the provisions described in clause (ii) below.

(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 shall 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, 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 (as defined
hereafter) selected by the Calculation Agent for loans in the Designated LIBOR
Currency to leading European banks, having the Index Maturity 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 shall be LIBOR in
effect on such LIBOR Interest Determination Date.

"Designated LIBOR Currency" means the currency specified on the face hereof (or,
if this Note is in global form, the Pricing Supplement) as to which LIBOR shall
be calculated or, if no such currency is specified on the face hereof (or, if
this Note is in global form, the Pricing Supplement), United States dollars.

"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), the
display on the Reuter Monitor Money Rates Service (or any successor service) on
the page specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement) (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 Telerate" is specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement)
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement) 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, if this Note is in global
form, in

                                       24



the Pricing Supplement) (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.

"Principal Financial Center" means the capital city of the country to which the
Designated LIBOR Currency relates except that with respect to United States
dollars, Australian dollars, Canadian dollars, South African rand and Swiss
francs, the "Principal Financial Center" shall be The City of New York, Sydney,
Toronto, Johannesburg and Zurich, respectively.

"London Banking Day" means any day (other than a Saturday or Sunday) on which
dealings in deposits in the Index Currency are transacted in the London
interbank market.

Determination of Prime Rate. If an Interest Rate Basis for this Note is the
- ---------------------------
Prime Rate, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), 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 hereinafter) as such
bank's prime rate or base lending 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.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the
- ------------------------------
Treasury Rate, as specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), 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 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

                                       25



defined hereinafter) 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." If such rate is not so published in
H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time, on the related Calculation Date, the Treasury Rate on such Treasury
Rate Interest Determination Date shall be 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 such auction rate is not so announced by the United
States Department of the Treasury on such Calculation Date, or if no such
Auction is held, then the Treasury Rate on such Treasury Rate Interest
Determination Date shall be the Bond Equivalent Yield of the rate on such
Treasury Rate Interest Determination Date of Treasury Bills having the Index
Maturity 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 by 3:00
p.m., New York City time, on the related Calculation Date, then the Treasury
Rate on such Treasury Rate Interest Determination Date shall be calculated by
the Calculation Agent and shall 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 leading
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; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as 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 and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), accrued interest hereon shall be an amount
calculated by multiplying the face 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 period for which accrued interest is being
calculated. Unless otherwise specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement), the interest factor for each such
day shall be computed and paid on the basis of a 360-day year of twelve 30-day
months if the Day Count Convention specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) is "30/360" for the period
specified thereunder, or by dividing the applicable per annum interest rate by
360 if the Day Count Convention specified on the face hereof (or, if this Note
is in global form, in the

                                       26



Pricing Supplement) is "Actual/360" for the period specified thereunder, or by
dividing the applicable per annum interest rate by the actual number of days in
the year if the Day Count Convention specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) is "Actual/Actual" for the
period specified thereunder. If no Day Count Convention is specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), the
interest factor for each day in the relevant Interest Period shall be computed,
if an Interest Rate Basis specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) is the CMT Rate or Treasury Rate or if
the Specified Currency indicated on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) is Sterling, as if "Actual/Actual" had
been specified thereon and, in all other cases, as if "Actual/360" had been
specified thereon. Unless otherwise specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), if interest on this Note is
to be calculated with reference to two or more Interest Rate Bases as specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), the interest factor will be calculated in each period in the same
manner as if only one of the applicable Interest Rate Bases applied.

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), if "Reference Rate Determination" is specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) in connection with the determination of the rate of interest on this
Note, the "Calculation Date," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity Date, as the case may be. All
calculations in respect of determining the interest rate applicable to this Note
(other than any calculations made by the Exchange Rate Agent) shall be made by
the Calculation Agent specified on the face hereof (or, if this Note is in
global form, the Pricing Supplement) or such successor thereto as is duly
appointed by the Bank. The determination of any interest rate by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding upon the holder hereof.

All percentages resulting from any calculation on this Note shall be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
0.09876545) shall be rounded to 9.87655% (or 0.0987655%) and 9.876544% (or
0.09876544) shall be rounded to 987654% (or 0.0987654)), and all dollar amounts
used in or resulting from such calculation shall be rounded to the nearest cent
or, if the Specified Currency is other than dollars, to the nearest unit (with
one-half cent or unit being rounded upward).

At the request of the holder hereof, the Calculation Agent shall provide to the
holder hereof the interest rate hereon then in effect and, if determined, the
interest rate which shall become effective for the next Interest 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, specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement). In addition to any Maximum Interest Rate applicable hereto
pursuant to the above provisions, 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.

                                       27



Redemption at the Option of the Bank
- ------------------------------------

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), this Note will not be subject to any sinking
fund. This Note may be redeemed by the Bank either in whole or in part on and
after the Initial Redemption Date, if any, specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). If no Initial
Redemption Date is specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), this Note may not be redeemed prior to the
Maturity Date except as provided below in the event that any Additional Amounts
(as defined below) are required to be paid by the Bank with respect to this
Note. On and after the Initial Redemption Date, if any, this Note may be
redeemed in increments of US$1,000 (or, if the Specified Currency indicated on
the face hereof is other than the United States dollar, in such Authorized
Denominations specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement)) at the option of the Bank at the applicable
Redemption Price (as defined below) together with unpaid interest accrued hereon
at the applicable rate borne by this Note to the date of redemption (each such
date, a "Redemption Date"), on written notice given by or on behalf of the Bank
not more than 60 nor less than 30 calendar days prior to the Redemption Date
(unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement)); provided, however, that, in the event of
redemption of this Note in part only, the unredeemed portion thereof shall be an
Authorized Denomination specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement). In the event of redemption of this Note
in part only, a new Note for the unredeemed portion hereof shall be issued in
the name of the holder hereof upon the surrender of this Note, or, where
applicable, an appropriate notation will be made on the schedule attached hereto
for such notations.

The "Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Initial Redemption Date specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.

Repayment at the Option of the Holder
- -------------------------------------

This Note may be subject to repayment at the option of the holder hereof in
accordance with the terms hereof on any Holder's Optional Repayment Date(s), if
any, specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement). If no Holder's Optional Repayment Date is specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement),
this Note will not be repayable at the option of the holder hereof prior to the
Maturity Date. On any Holder's Optional Repayment Date, this Note will be
repayable in whole or in part in increments of US$1,000 (or, if the Specified
Currency indicated on the face hereof is other than the U.S. dollar, in such
Authorized Denominations specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement)) at the option of the holder hereof at
the repayment price equal to 100% of the principal amount to be repaid, together
with accrued and unpaid interest hereon payable to the date of repayment;
provided, however, that, in the event of repayment of this Note in part only,
the unrepaid portion hereof shall be an Authorized Denomination specified on the
face hereof (or, if this Note is in global form, in the Pricing

                                       28



Supplement). For this Note to be repaid in whole or in part at the option of the
holder hereof on a Holder's Optional Repayment Date, this Note must be
delivered, with the form entitled "Option to Elect Repayment" attached hereto
duly completed, to the Domestic Paying Agent or the London Paying Agent (as
appropriate in accordance with such attached form) at the address set forth on
such form or at such other address which the Bank shall from time to time notify
the holders of the Notes not more than 60 nor less than 30 days prior to such
Holder's Optional Repayment Date. In the event of repayment of this Note in part
only, a new Note for the unrepaid portion hereof shall be issued in the name of
the holder hereof upon the surrender hereof, or, where applicable, an
appropriate notation will be made on the schedule attached hereto for such
notations. Exercise of such repayment option by the holder hereof shall be
irrevocable.

Additional Amounts
- ------------------

All payments of principal (and premium, if any) and interest with respect to
this Note will be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by the United States
or any political subdivision or taxing authority thereof or therein, unless such
withholding or deduction is required by (i) the laws (or any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in the United States or
any political subdivision thereof). If a withholding or deduction at source is
required, the Bank will (subject to certain limitations and exceptions set forth
below) pay to the holder hereof on behalf of an owner of a beneficial interest
herein (an "Owner") who is a United States Alien (as defined below) such
additional amounts ("Additional Amounts") as may be necessary so that every net
payment of principal (and premium, if any) or interest made to the holder hereof
on behalf of such Owner, after such withholding or deduction, will not be less
than the amount provided for in this Note with respect to such Owner's interest;
provided, however, that the Bank shall not be required to make any payment of
Additional Amounts for or on account of:

          (a) any tax, fee, duty, assessment or other governmental charge which
     would not have been imposed but for (i) the existence of any present or
     former connection between such Owner (or between a fiduciary, settlor,
     beneficiary, member or shareholder of, or possessor of a power over, such
     Owner, if such Owner is an estate, trust, partnership or corporation) and
     the United States, including, without limitation, such Owner (or such
     fiduciary, settlor, beneficiary, member, shareholder or possessor) being or
     having been a citizen or resident thereof or being or having been present
     or engaged in trade or business therein or having had a permanent
     establishment therein, or (ii) the presentation of this Note for payment on
     a date more than 15 days after the date on which such payment became due
     and payable or the date on which payment thereof is duly provided for,
     whichever occurs later;

          (b) any estate, inheritance, gift, sales, transfer, personal property
     or similar tax, assessment or other governmental charge;

                                       29



          (c) any tax, fee, duty, assessment or other governmental charge
     imposed by reason of such Owner's past or present status as a personal
     holding company, foreign personal holding company, passive foreign
     investment company or controlled foreign corporation with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax;

          (d) any tax, fee, duty, assessment or other governmental charge which
     is payable otherwise than by withholding from payments of principal or
     interest with respect to this Note;

          (e) any tax, fee, duty, assessment or other governmental charge
     imposed on interest received by anyone who owns (actually or
     constructively) 10% or more of the total combined voting power of all
     classes of stock of the Bank;

          (f) any tax, fee, duty, assessment or other governmental charge
     required to be withheld by any Paying Agent from any payment of principal
     (and premium, if any) or interest with respect to this Note, if such
     payment can be made without such withholding by any other Paying Agent with
     respect to this Note in a western European city;

          (g) any tax, fee, duty, assessment or other governmental charge which
     would not have been imposed but for the failure to comply with
     certification, information or other reporting requirements concerning the
     nationality, residence, identity or connection with the United States of
     the holder hereof or of such Owner, if such compliance is required by
     statute or by regulation of the United States Treasury Department as a
     precondition to relief or exemption from such tax, assessment or other
     governmental charge;

          (h) any tax, assessment or other governmental charge imposed as a
     result of such holder of the Notes or Coupon being a bank receiving
     payments on an extension of credit made pursuant to a loan agreement
     entered into in the ordinary course of business;

          (i) any tax, assessment or other governmental charge required to be
     imposed or withheld on a payment to an individual and such deduction or
     withholding is required to be made pursuant to any European Union Directive
     on the taxation of savings implementing the conclusions of the ECOFIN
     Council meeting of November 26-27, 2000 or any law implementing or
     complying with, or introduced in order to conform to, such Directive; or

          (j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h)
     and (i);

nor shall Additional Amounts be paid to any holder of this Note on behalf of any
Owner who is a fiduciary or partnership or other than the sole Owner to the
extent a beneficiary or settlor with respect to such fiduciary or a member of
such partnership or Owner would not have been entitled to payment of the
Additional Amounts had such beneficiary, settlor, member or Owner been the sole
Owner of this Note.

As used herein, the term "United States Alien" means any corporation,
individual, fiduciary or partnership that for United States federal income tax
purposes is a foreign corporation,

                                       30



nonresident alien individual, nonresident alien fiduciary of a foreign estate or
trust, or foreign partnership one or more members of which is a foreign
corporation, nonresident alien individual or nonresident alien fiduciary of a
foreign estate or trust.

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

Notwithstanding the foregoing, if and so long as the certification information
or other reporting requirements referred to in the preceding paragraph would be
fully satisfied by payment of a withholding, backup withholding tax or similar
charge, the Bank may elect prior to giving the Tax Notice to have the provisions
described in this paragraph apply in lieu of the provisions described in the
preceding paragraph, in which case the Tax Notice shall state the effective date
of such certification, information or reporting requirements and that the Bank
has elected to pay Additional Amounts rather than redeem this Note. In such
event, the Bank will also pay as Additional Amounts such sums as may be
necessary so that every net payment made following the effective date of such
certification, information or reporting requirements outside the United States
by the Bank or any of its Paying Agents of principal (and premium, if any) or
interest due

                                       31



with respect to this Note to the bearer hereof who certifies to the effect that
the beneficial owners of this Note are United States Aliens (provided that such
certification shall not have the effect of communicating to the Bank or any of
its Paying Agents or any governmental authority the nationality, residence or
identity of such beneficial owners) after deduction or withholding for or on
account of such withholding, backup withholding tax or similar charge (other
than a withholding, backup withholding tax or similar charge which (i) is
imposed as a result of certification, information or other reporting
requirements referred to in the second parenthetical clause of the first
sentence of the preceding paragraph or (ii) is imposed as a result of the fact
that the Bank or any of its Paying Agents has actual knowledge that the bearer
hereof or any beneficial owner of this Note is not a United States Alien but is
within the category of persons, corporations or other entities described in
clause (a)(i) of the third preceding paragraph, or (iii) is imposed as a result
of presentation of this Note for payment more than 15 days after the date on
which such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount provided
for in this Note to be then due and payable. In the event the Bank elects to pay
such Additional Amounts, the Bank will have the right, at its sole option, at
any time, to redeem this Note, as a whole but not in part, at a redemption price
equal to the principal amount hereof (or, if this is an Original Issue Discount
Note, the Amortized Face Amount hereof determined as of the date of redemption),
together, if appropriate, with accrued interest to the date fixed for redemption
including any Additional Amounts required to be paid under this paragraph. If
the Bank has made the determination described in the preceding paragraph with
respect to certification, information or other reporting requirements applicable
to interest only and subsequently makes a determination in the manner and of the
nature referred to in such preceding paragraph with respect to such requirements
applicable to principal, the Bank will redeem this Note in the manner and on the
terms described in the preceding paragraph (except as provided below), unless
the Bank elects to have the provisions of this paragraph apply rather than the
provisions of the immediately preceding paragraph. If in such circumstances this
Note is to be redeemed, the Bank will be obligated to pay Additional Amounts
with respect to interest, if any, accrued to the date of redemption. If the Bank
has made the determination described in the preceding paragraph and subsequently
makes a determination in the manner and of the nature referred to in such
preceding paragraph that the level of withholding applicable to principal or
interest has been increased, the Bank will redeem this Note in the manner and on
the terms described in the preceding paragraph (except as provided below),
unless the Bank elects to have the provisions of this paragraph apply rather
than the provisions of the immediately preceding paragraph. If in such
circumstances this Note is to be redeemed, the Bank will be obligated to pay
Additional Amounts with respect to the original level of withholding on
principal and interest, if any, accrued to the date of redemption.

Whenever in this Note there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest on, or in respect of, this Note,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for herein to the extent that, in such context, Additional
Amounts are, were or would be payable in respect hereof pursuant to the
provisions of this Note and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as including
Additional Amounts in those provisions hereof where such express mention is not
made.

Except as specifically provided herein (or, if this Note is in global form, in
the Pricing Supplement) (i) neither the Bank nor any Paying Agent shall be
required to make, any payment with respect to any tax, fee, duty, assessment or
other governmental charge imposed by any

                                       32



government or a political subdivision or taxing authority thereof or therein;
(ii) a Paying Agent on behalf of the Bank shall have the right, but not the
duty, to withhold from any amounts otherwise payable to a holder of this Note
such amount as is necessary for the payment of any such taxes, fees, duties,
assessments or other governmental charges; and (iii) if such an amount is
withheld, the amount payable to the holder of this Note shall be the amount
otherwise payable reduced by the amount so withheld.

The Bank may redeem this Note in whole but not in part at any time at a
redemption price equal to the principal amount hereof (or, if this is an
Original Issue Discount Note, the Amortized Face Amount hereof determined as of
the date of redemption), together with accrued interest to but excluding the
date fixed for redemption, if the Bank shall determine, based upon a written
opinion of independent counsel selected by the Bank, that as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
hereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in application or
official interpretation of any such laws, regulations or rulings, which
amendment or change is effective on or after the Original Issue Date, the Bank
would be required to pay Additional Amounts on the occasion of the next payment
due with respect to such Note.

Notice of intention to redeem this Note, in whole but not in part, pursuant to
the immediately preceding paragraph will be given (i) if this Note is in
registered form, to the registered holder of this Note at least once not less
than 30 days nor more than 60 days prior to the date fixed for redemption or
(ii) if this Note is in bearer form, by publication in accordance with
applicable law, provided that no such notice of redemption shall be given
earlier than 90 days prior to the effective date of such change or amendment and
that at the time notice of such redemption is given, such obligation to pay such
Additional Amounts remains in effect and cannot be avoided by the Bank's taking
reasonable measures available to it. From and after any redemption date, if
monies for the redemption of this Note shall have been made available for
redemption on such redemption date, this Note shall cease to bear interest (and,
if this Note is a definitive bearer Note, any interest coupons appertaining
hereto (whether or not attached) maturing after the redemption date shall become
void and no payment shall be made in respect thereof), and the only right of the
holder of this Note shall be to receive payment of the principal amount hereof
(or, if this is an Original Issue Discount Note, the Amortized Face Amount
hereof) and all unpaid interest accrued to such redemption date.

Events of Default, Acceleration of Maturity
- -------------------------------------------

In respect of this Senior Note, the occurrence of any of the following events
shall constitute an "Event of Default" with respect to this Note:

          (i) default in the payment of any interest (including any Additional
     Amounts) with respect to this Note when due, which continues for 30 days;

          (ii) default, in the payment of any principal of, or premium, if any,
     on, this Note when due;

          (iii) whatever the reason for such and whether it shall be voluntary
     or involuntary or be effected by operation of law or pursuant to any
     judgment, decree or order of any

                                       33



     court or any order, rule or regulation of any administrative or
     governmental body, the entry by a court having jurisdiction in the premises
     of:

               (a) a decree or order for relief in respect of the Bank in an
          involuntary case or proceeding under any applicable United States
          federal or state bankruptcy, insolvency, reorganization or other
          similar law; or

               (b) a decree or order appointing a conservator, receiver,
          liquidator, assignee, trustee, sequestrator or any other similar
          official of the Bank, or of substantially all of the property of the
          Bank, or ordering the winding up or liquidation of the affairs of the
          Bank, and the continuance of any such decree or order for relief or
          any such other decree or order unstayed and in effect for a period of
          60 consecutive days; or

          (iv) the commencement by the Bank of a voluntary case or proceeding
     under any applicable United States federal or state bankruptcy, insolvency,
     reorganization or other similar law or the commencement of any bankruptcy
     or insolvency case or proceeding, or the filing by the Bank of a petition
     or answer or consent seeking reorganization or relief under any applicable
     United States federal or state law, or the consent by the Bank to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
     official of the Bank or of substantially all of the property of the Bank,
     or the making by the Bank of an assignment for the benefit of creditors, or
     the taking of corporate action by the Bank in furtherance of any such
     action.

If an Event of Default shall occur and be continuing, the holder of this Note
may declare the principal amount of, and accrued interest and premium, if any,
on, this Note due and payable immediately by written notice to the Bank. Upon
such declaration and notice, such principal amount (and premium, if any) and
accrued interest shall become immediately due and payable. Any Event of Default
with respect to this Note may be waived by the holder thereof.

This Note contains no limitation on the amount of senior debt, deposits or other
obligations that rank senior to this Note that may be hereafter incurred or
assumed by the Bank.

Miscellaneous
- -------------

Notwithstanding anything to the contrary contained herein, if this Note is
identified as a Discount Note on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the amount payable to the holder of this Note
in the event of redemption, repayment or acceleration of Maturity will be equal
to (i) the Amortized Face Amount (as defined below) as of the date of such
event, plus (ii) with respect to any redemption of this Note (other than as
provided above in the event that Additional Amounts are required to be paid by
the Bank with respect to this Note), the Initial Redemption Percentage specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) (as adjusted by the Annual Redemption Percentage Reduction specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), if any) minus 100% multiplied by the Issue Price specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement), net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price

                                       34



(or the net amount) proportionate to the portion of the unpaid principal amount
to be redeemed, plus (iii) any accrued interest to the date of such event the
payment of which would constitute qualified stated interest payments within the
meaning of U.S. Treasury Regulation 1. 1273-1 (c) under the Code. The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Note to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the date of
issue to the date of determination.

As used herein, "Business Day" means, unless otherwise specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), a day
which is both (i) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits)
in The City of New York, Glen Allen, Virginia, and London; and (ii) either (a)
if this is a Note denominated in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open
for general business (including dealings in foreign exchange and foreign
currency deposits) in the principal financial center of the country of the
relevant Specified Currency (if other than the City of New York or London) or
(b) if this is a Note denominated in euro, a day (other than a Saturday or a
Sunday) on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open. As used herein, "London Business Day" means
any day (other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments in London.

Any action by the holder of this Note shall bind all future holders of this
Note, and of any Note issued in exchange or substitution hereof or in place
hereof, in respect of anything done or permitted by the Bank or by the Paying
Agents in pursuance of such action.

In case any Note shall at any time become mutilated, defaced, destroyed, lost or
stolen, and such Note or evidence of the loss, theft or destruction thereof
satisfactory to the Bank and the Registrar or London Issuing Agent, as the case
may be, and such other documents or proof as may be required by the Bank and the
Registrar or London Issuing Agent, as the case may be, shall be delivered to the
Registrar or London Issuing Agent, as the case may be, the Registrar or London
Issuing Agent, as the case may be, shall issue a new Note of like tenor and
principal amount, having a serial number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Note or in lieu of the
Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen
Note, only upon receipt of evidence satisfactory to the Bank and the Registrar
or London Issuing Agent, as the case may be, that such Note was destroyed,
stolen or lost, and, if required, upon receipt of indemnity satisfactory to the
Bank and the Registrar or London Issuing Agent, as the case may be. Upon the
issuance of any substituted Note, the Bank may require the payment of a sum
sufficient to cover all expenses and reasonable charges connected with the
preparation and delivery of a new Note. If any Note which has matured or has
been redeemed or repaid or is about to mature or to be redeemed or repaid shall
become mutilated, defaced, destroyed, lost or stolen, the Bank may, instead of
issuing a substitute Note, pay or authorize the payment of the same (without
surrender thereof except in


                                       35



the case of a mutilated or defaced Note) upon compliance by the holder with the
provisions of this paragraph.

No recourse shall be had for the payment of principal of (and premium, if any)
or interest on, this Note for any claim based hereon, or otherwise in respect
hereof, against any shareholder, employee, agent, officer or director, as such,
past, present or future, of the Bank or of any successor organization, either
directly or through the Bank or any successor organization, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.

The Notes are issued in accordance with the Global Agency Agreement. The Notes,
and any receipts or interest coupons appertaining thereto, may be amended by the
Bank, and the Global Agency Agreement may be amended by the parties thereto, (i)
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained therein, (ii) to make any
further modifications of the terms of the Global Agency Agreement necessary or
desirable to allow for the issuance of any additional Notes (which modifications
shall not be materially adverse to holders of outstanding Notes) or (iii) in any
manner which the Bank (and, in the case of the Global Agency Agreement, the
parties thereto) may deem necessary or desirable and which shall not materially
adversely affect the interests of the holders of the Notes, or any receipts,
talons or interest coupons appertaining thereto, to all of which each holder of
Notes, receipts, talons or interest coupons shall, by acceptance thereof, be
deemed to have consented; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding Note
affected thereby, (1) change the Maturity Date with respect to any Note or
reduce or cancel the amount payable at Maturity; (2) reduce the amount payable
or modify the payment date for any interest with respect to any Note or vary the
method of calculating the rate of interest with respect to any Note; (3) reduce
any Minimum Interest Rate and/or Maximum Interest Rate with respect to any Note;
(4) modify the currency in which payments under any Note and/or any receipts,
coupons or talons appertaining thereto are to be made; (5) change the obligation
of the Bank to pay Additional Amounts with respect to Notes, receipts, talons or
coupons; or (6) reduce the percentage in principal amount of outstanding Notes
the consent of the holders of which is necessary to modify the provisions of the
Notes or to waive any future compliance or past default. Any instrument given by
or on behalf of any holder of a Note in connection with any consent to any such
modification, amendment or waiver shall be irrevocable once given and shall be
conclusive and binding on all subsequent holders of such Note. Any
modifications, amendments or waivers to this Agreement or the provisions of the
Notes, receipts, talons or coupons shall be conclusive and binding on all
holders of Notes, receipts, talons or coupons, whether or not notation of such
modifications, amendments or waivers is made upon the Notes, receipts, talons or
coupons. It will not be necessary for the consent of the holders of Notes to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.

No provision of this Note shall alter or impair the obligation of the Bank,
which is absolute and unconditional, to pay principal of (and premium, if any)
and interest on, and any Additional Amounts with respect to, this Note in the
Specified Currency indicated on the face hereof (or, as provided herein, in the
equivalent in U.S. dollars) at the times, places and rate herein prescribed.

                                       36



No service charge shall be made to a holder of this Note for any transfer or
exchange of this Note, but the Bank may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

If this Note is in registered form, prior to due presentment of this Note for
registration of transfer, the Bank, Domestic Paying Agent, Registrar, London
Paying Agent, Luxembourg Paying Agent, Transfer Agent and Listing Agent
(collectively, together with any successors thereto, the "Agents") or any agent
of the Bank or the Agents may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Bank, the Agents nor any such agent shall be affected
by notice to the contrary except as required by applicable law.

All notices to the Bank under this Note shall be in writing and addressed to the
Bank at Capital One Bank, 8000 Jones Branch Road, McLean, Virginia 22102, USA,
Attention: Treasurer; telephone: (703) 875-1000; and facsimile: (703) 875-1099
or to such other address of the Bank as the Bank may notify the holders of the
Notes.

                                       37



                            OPTION TO ELECT REPAYMENT
                            -------------------------

The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay
this Note (or portion hereof specified below) pursuant to its terms at a price
equal to 100% of the principal amount hereof to be repaid, together with accrued
and unpaid interest hereon, payable to the date of repayment, to the
undersigned, at
                --------------

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

For this Note to be repaid, the undersigned must give to the London Paying
Agent, if this Note is in bearer form, at 9 Thomas More Street, London, E1W 1YT
or, if this Note is in registered form, to the Domestic Paying Agent at The
Chase Manhattan Bank, 450 West 33rd Street, New York, New York 10001-2697,
United States of America, or to the London Paying Agent at its address, as the
case may be, or at such other place or places of which the Bank shall from time
to time notify the holders of the Notes not more than 60 days nor less than 30
days prior to the date of repayment, this Note (and, if this Note is in
definitive bearer form, all interest coupons appertaining hereto maturing after
the repayment date) 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 US$1,000, or equivalent
denominations in other currencies) which the holder elects to have repaid and
specify the denomination or denominations (which shall be an Authorized
Denomination specified on the face of the within Note) 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):


US$
   -----------------------------------     --------------------------------
                                           Signature
Dated:
       -------------------------------     NOTICE: The signature on this "Option
                                           to Elect Repayment" form must
                                           correspond with the name as written
                                           upon the face of the within Note in
                                           every particular, without alteration
                                           or enlargement or any change
                                           whatsoever.


- --------------------------------------
         Signature Guarantee

NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad- 15
under the Securities Exchange Act of
1934.

                                       38



                                   Schedule 1

                       SCHEDULE OF TRANSFERS AND EXCHANGES
                       -----------------------------------

The following increases and decreases in the principal amount of this Note have
been made:



                   Increase (Decrease) in
                   Principal Amount of this     Principal                   Notation made
                   Note Due to Transfer Among   Amount of this Note After   by or on
Date of Transfer   Global Notes                 Transfer                    behalf of the Bank
                                                                   

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

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

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

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


                                       39



                          REGISTERED GLOBAL SENIOR NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY") TO
CAPITAL ONE BANK (THE "BANK") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON 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.

THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE 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.

THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL
OBLIGATION OF CAPITAL ONE BANK (THE "BANK"). THE OBLIGATIONS EVIDENCED BY THIS
NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS, THAT ARE
SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES
NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION ("FDIC") OR ANY OTHER INSURER.

THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000 AND INTEGRAL
MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN
THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF US$100,000 PRINCIPAL
AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT
ALL TIMES.

No.  R-                                                               REGISTERED
        -----------------
CUSIP No.:  14040EES7
ISIN No.:  US14040EES72
Common Code: 013337942


                                CAPITAL ONE BANK
                                GLOBAL BANK NOTE
                            (Registered Global Note)



ORIGINAL ISSUE DATE:          July 26, 2001       PRINCIPAL AMOUNT: $400,000,000

                                                  SPECIFIED CURRENCY:

MATURITY DATE:                July 30, 2004       [X]  U.S. dollar

[X] FIXED RATE NOTE                               [ ] Other:

[ ] FLOATING RATE NOTE

CAPITAL ONE BANK, a bank organized under the laws of the Commonwealth of
Virginia (the "Bank"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal amount specified above as adjusted in
accordance with Schedule 1 hereto, on the Maturity Date specified above (except
to the extent redeemed or repaid prior to the Maturity Date) and to pay interest
thereon (i) in accordance with the provisions set forth on the reverse hereof
under the caption "Fixed Rate Interest Provisions," if this Note is designated
as a "Fixed Rate Note" above, or (ii) in accordance with the provisions set
forth on the reverse hereof under the caption "Floating Rate Interest
Provisions," if this Note is designated as a "Floating Rate Note" above, in each
case as such provisions may be modified or supplemented by the terms and
provisions set forth in the Pricing Supplement attached hereto (the "Pricing
Supplement"), and (to the extent that the payment of such interest shall be
legally enforceable) to pay interest at the Default Rate per annum specified in
the Pricing Supplement on any overdue principal and premium, if any, and on any
overdue installment or interest. If no Default Rate is specified in the Pricing
Supplement then the Default Rate shall be the Interest Rate specified in the
Pricing Supplement. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the person in whose
name this Note (or any predecessor Note) is registered at the close of business
on the fifteenth calendar day (whether or not a Business Day (as defined on the
reverse hereof)) next preceding the applicable Interest Payment Date (unless
otherwise specified in the Pricing Supplement) (each, a "Regular Record Date");
provided, however, that interest payable at Maturity (as defined on the reverse
hereof) will be payable to the person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the holder as of the close of business on such Regular Record
Date, and shall instead be payable to the person in whose name this Note (or any
predecessor Note) is registered at the close of business on a special record
date for the payment of such defaulted interest (the "Special Record Date") to
be fixed by the Registrar (as defined below), notice whereof shall be given by
the Registrar to the holder of this Note not less than 15 calendar days prior to
such Special Record Date.

This Note is one of a duly authorized issue of the Bank's notes due from 30 days
to 30 years or more from date of issue (the "Notes"). The Notes are issued in
accordance with the Global Agency Agreement, dated as of June 6, 2000 and as
amended as of May 24, 2001 (the "Global Agency Agreement"), among the Bank and
The Chase Manhattan Bank as paying agent (the "Domestic Paying Agent") and as
registrar (the "Registrar"), The Chase Manhattan Bank, London Branch, as paying
agent (the "London Paying Agent") and as issuing agent (the "London Issuing
Agent") and Chase Manhattan Bank Luxembourg S.A. as transfer agent (the
"Transfer Agent"), as paying agent (the "Luxembourg Paying Agent", together with
the Domestic Paying

                                       2



Agent and the London Paying Agent, the "Paying Agents", and individually, a
"Paying Agent") and Kredietbank S.A. Luxembourgeoise as listing agent (the
"Listing Agent"). The terms Domestic Paying Agent, Registrar, London Paying
Agent, London Issuing Agent, Luxembourg Paying Agent, Transfer Agent and Listing
Agent shall include any additional or successor agents appointed in such
capacities by the Bank.

The Bank shall cause to be kept at the office of the Registrar designated below
a register (the register maintained in such office or any other office or agency
of the Registrar, herein referred to as the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Bank shall provide for
the registration of Notes issued in registered form and of transfers of such
Notes. The Bank has initially appointed The Chase Manhattan Bank, acting through
its principal office at 450 West 33rd Street, 15th Floor, New York, New York
10001, as "Registrar" for the purpose of registering Notes issued in registered
form and transfers of such Notes. The Bank reserves the right to rescind such
designation at any time, and to transfer such function to another bank or
financial institution.

The transfer of this Note is registrable in the Note Register, upon surrender of
the Note for registration of transfer at the office or agency of the Registrar
or any transfer agent maintained for that purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Registrar (or such transfer agent) duly executed by, the holder hereof or its
attorney duly authorized in writing.

Payment of principal of, and premium, if any, and interest on, this Note due at
Maturity will be made in immediately available funds upon presentation and
surrender of this Note at the office of a Paying Agent maintained for that
purpose; provided, that this Note is presented to such Paying Agent in time for
such Paying Agent to make such payment in accordance with its normal procedures.
Payments of interest an this Note (other than at Maturity) will be made by wire
transfer to such account as has been appropriately designated to a Paying Agent
by the person entitled to such payments.

Reference is made to the further provisions of this Note set forth on the
reverse hereof and in the Pricing Supplement, which further provisions shall for
all purposes have the same effect as if set forth at this place. In the event of
any conflict between the provisions contained herein or on the reverse hereof
and the provisions contained in the Pricing Supplement attached hereto, the
latter shall control. References herein to "this Note," "hereof," "herein" and
comparable terms shall include the Pricing Supplement attached hereto.

Unless the certificate of authentication hereon has been executed by the
Registrar, by manual signature of an authorized signatory, this Note shall not
be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to the conflicts of law principles
thereof.

                                       3



IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

                                              CAPITAL ONE BANK


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

Dated:

REGISTRAR'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the
within-mentioned Global Agency Agreement.

THE CHASE MANHATTAN BANK,
as Registrar


By:
    ------------------------------
    Name:
    Title:

                                       4



PRICING SUPPLEMENT DATED July 19, 2001
(to be read in conjunction with the Offering Circular dated May 24, 2001)

                                Capital One Bank
               (a Bank Organized Pursuant to the Laws of Virginia)

                                Global Bank Notes

                       Fixed Rate Notes due July 30, 2004

This Pricing Supplement should be read in conjunction with the Offering
Circular, dated May 24, 2001 (the "Offering Circular"), relating to the
U.S.$5,000,000,000 Global Bank Note Program of Capital One Bank. Unless
otherwise defined herein, terms used herein shall have the meanings ascribed to
them in the Offering Circular. Terms are not completed for certain items below
because such terms are not applicable.

DESCRIPTION OF THE NOTES

     1.   Specified Currency and Principal Amount: US $400,000,000

     2.   Senior or Subordinated: Senior

     3.   Original Issue Date: July 26, 2001

     4.   Stated Maturity Date: July 30, 2004

     5.   Issue Price: 99.861%

     6.   (a) Authorized Denomination(s): $100,000 and integral multiples of
          $1,000 in excess thereof

          (b)  Redenomination (Yes/No): No [If yes, give details]

     7.   Form of Note (Registered or Bearer): Registered

     8.   (a) Series Number: 4

          (b)  If forming part of an existing Series (Yes/No): No [If yes, give
               details]

     9.   Interest Period:

          [ ]  One Month

          [ ]  Three Months

          [X]  Six Months

          [ ]  Twelve Months

          [ ]  Other (Specify Number of Months):

     10.  Interest Payment Date(s): July 30 and January 30, commencing on
          January 30, 2002

     11.  Record Dates (for Registered Notes with Maturities Greater than One
          Year): the July 15 and the January 15 preceding each Interest Payment
          Date

                                       5



     12.  Exchange Rate Agent (Registered Notes and Dual Currency Notes):

     13.  Default Rate: 6.50% per annum

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE FIXED RATE NOTES

     14.  Interest Rate: 6.50% per annum

     15.  Day Count Convention:

          [X]  30/360 for the period from July 26, 2001 to but excluding July
               30, 2004

          [ ]  Actual/360 for the period from          to
                                              --------     --------

          [ ]  Actual/Actual for the period from          to
                                                 --------    --------

          [ ]  Other (specify convention and applicable period):

FLOATING RATE NOTES

     16.  Interest Rate Determination:

          [ ]  ISDA Rate

          [ ]  Reference Rate Determination

     17.  Calculation Agent, if not The Chase Manhattan Bank:

     18.  Maximum Interest Rate: % per annum

     19.  Minimum Interest Rate: % per annum

     20.  Day Count Convention:

          [ ]  30/360 for the period from           to
                                          --------     --------

          [ ]  Actual/360 for the period from          to
                                              --------    --------

          [ ]  Actual/Actual for the period from          to
                                                 --------    --------

          [ ]  Other (specify convention and applicable period):

     21.  Business Day Convention:

          [ ]  Floating Rate Convention

          [ ]  Following Business Day Convention

          [ ]  Modified Following Business Day Convention

          [ ]  Preceding Business Day Convention

          [ ]  Other (specify):

ISDA RATE

     22.  Margin: [+/-] % per annum

     23.  Floating Rate Option:

     24.  Designated Maturity:

     25.  Reset Date:

                                       6



REFERENCE RATE DETERMINATION

     26.  Initial Interest Rate:

     27.  Index Maturity:

     28.  Interest Rate Basis or Bases:

          If CMT Rate: Specified CMT Telerate Page:

                       Specified CMT Maturity Index:

          If EURIBOR:

          If LIBOR:    [ ] LIBOR Telerate

                       [ ] LIBOR Reuters

     29.  Index Currency:

     30.  Spread: [+/-] %

     31.  Spread Multiplier:

     32.  Initial Interest Reset Date:

     33.  Interest Determination Period:

     34.  Interest Reset Dates:

     35.  Interest Calculation:

          [ ]  Regular Floating Rate Note

          [ ]  Floating Rate/Fixed Rate Note

          Fixed Rate Commencement Date:

          Fixed Interest Rate: % per annum

          [ ]  Inverse Floating Rate Note:

          Fixed Interest Rate: % per annum

PROVISIONS REGARDING REDEMPTION/REPAYMENT

     36.  Initial Redemption Date: None

     37.  Initial Redemption Percentage:

     38.  Annual Redemption Percentage Reduction:

     39.  Holder's Optional Repayment Date(s): None

DISCOUNT NOTES (INCLUDING ZERO COUPON NOTES)

     40.  Discount Note (Yes/No): No

          If Yes: Total Amount of OID:

          Yield to Maturity:

          Initial Accrual Period: %

          Issue Price:

                                       7



INDEXED NOTES

     41.  Index: [give details]

     42.  Formula:

     43.  Agent, if any, responsible for calculating the principal and/or
          interest payable:

     44.  Provisions where calculation by reference to Index and/or Formula is
          impossible or impracticable:

DUAL CURRENCY NOTES

     45.  Dual Currency Notes (Yes/No): No

          If   Yes: Face Amount:

          Face Amount Currency:

          Optional Payment Currency:

          Option Election Dates: [give details]

     46.  Designated Exchange Rate:

     47.  Option Value Calculation Agent:

     48.  Agent, if any, responsible for calculating the principal and/or
          interest payable:

INSTALLMENT NOTES

     49.  Additional provisions relating to Installment Notes:

PARTLY PAID NOTES

     50.  Additional provisions relating to Partly Paid Notes:

GENERAL PROVISIONS

     51.  Additional or different Paying Agents:

     52.  Additional or different Registrars:

     53.  Additional or different London Issuing Agents:

     54.  Additional or different Transfer Agents:

     55.  "Business Day" definition (if other than as defined in the Offering
          Circular):

     56.  Cost, if any, to be borne by Noteholders in connection with exchanges
          for Definitive Bearer Notes:

     57.  Talons for future Coupons or Receipts to be attached to Definitive
          Bearer Notes (Yes/No) and dates on which such Talons mature:

                         [If yes, give details]

     58.  Additional selling restrictions: [give details]

     59.  CUSIP: 14040EES7

          ISIN: US14040EES72

          Common Code: 013337942

          Other (specify):

                                       8



     60.  Details of additional/alternative clearance system approved by the
          Bank:

     61.  Notes to be listed (Yes/No): Yes

          If Yes, securities exchange(s): Luxembourg

     62.  Syndicated Issue (Yes/No): Yes

          If Yes, names of managers and details of relevant stabilizing manager,
          if any: Banc of America Securities LLC and Deutsche Banc Alex. Brown
          Inc.

     63.  Clearance System(s):

          [ ]  DTC only

          [ ]  Euroclear and Clearstream, Luxembourg only

          [X]  DTC, and Euroclear and Clearstream, Luxembourg through DTC

          [ ]  DTC, Euroclear and Clearstream, Luxembourg

          [ ]  Other:

     64.  Name(s) of relevant Distribution Agent(s):

          Banc of America Securities LLC, Deutsche Banc Alex. Brown Inc., ABN
          AMRO Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney
          Inc. and Keefe, Bruyette & Woods, Inc.

     65.  Other terms or special conditions:

     66.  Tax considerations:

     67.  Discount or Commission per Note: 0.30%

     68.  Selling Concession per Note: 0.18%

     69.  Reallowance per Note: 0.125%

                                       9



                                [Reverse of Note]

The Notes are issuable only in denominations of US$100,000 and integral
multiples of US$1,000 in excess thereof (or equivalent denominations in other
currencies, subject to any other statutory or regulatory minimums). This Note,
and any Note issued in exchange or substitution herefor or in place hereof, or
upon registration of transfer, exchange or partial redemption or repayment of
this Note, may be issued only in an Authorized Denomination specified in the
Pricing Supplement (or, if this Note is in definitive form, specified on the
face hereof).

Unless otherwise provided herein (or, if this Note is in global form, in the
Pricing Supplement), the principal of, and premium, if any, and interest on,
this Note are payable in the Specified Currency indicated on the face hereof
(or, if such Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued such Specified Currency as at the time of such payment
is legal tender for the payment of debts). If this Note is a DTC Global Note and
the Specified Currency indicated on the face hereof is other than U.S. dollars,
any such amounts paid by the Bank will be converted by The Chase Manhattan Bank,
as Exchange Rate Agent, or such other agent as may be specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof), which for these purposes shall act as currency exchange agent (the
"Exchange Rate Agent"), into U.S. dollars for payment to the holder of this
Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the
face hereof is other than the U.S. dollar, any U.S. dollar amount to be received
by the holder of this Note will be based on the Exchange Rate Agent's bid
quotation as of 11:00 a.m., London time, on the second day on which banks are
open for business in London, New York City and Glen Allen, Virginia, preceding
the applicable payment date, for the purchase of U.S. dollars with the Specified
Currency for settlement on such payment date of the aggregate amount of the
Specified Currency payable to all holders of Notes denominated other than in the
U.S. dollar scheduled to receive U.S. dollar payments. If such bid quotation is
not available, the Exchange Rate Agent will obtain a bid quotation from a
leading foreign exchange bank in London or New York City selected by the
Exchange Rate Agent for such purchase. If no such bids are available, payment of
the aggregate amount due to the holder of this Note on the payment date will be
made in the Specified Currency, subject to the other provisions of this Note
relating to payment in such Specified Currency. All currency exchange costs will
be borne by the holder of this Note by deductions from such payments. 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 upon the holder of this Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the
face hereof is other than the U.S. dollar, the holder of this Note may elect to
receive payment of principal (and premium, if any) and interest on this Note in
the Specified Currency indicated on the face hereof by submitting a written
notice to the Paying Agents prior to 5:00 pm, New York City time, on the fifth
Business Day following the applicable Record Date in the case of interest and
the tenth calendar day prior to the payment date for the payment of principal.
Such notice, which may be mailed or hand delivered or sent by cable, telex or
facsimile transmission, shall contain (i) the holder's election to receive all
or a portion of such payment in the Specified Currency on the relevant Interest
Payment Date or Maturity, as the case may be, and (ii) wire transfer
instructions

                                       10



to an account denominated in the Specified Currency with respect to any payment
to be made in the Specified Currency. Any such election made with respect to
this Note by the holder will remain in effect with respect to any further
payments of principal of, and premium, if any, and interest on this Note payable
to the holder of this Note unless such election is revoked on or prior to the
fifth Business Day following the applicable Record Date in the case of interest
and the tenth calendar day prior to the payment date for the payment of
principal.

If (i) this Note is a DTC Global Note and the holder of this Note shall have
duly made an election to receive all or a portion of a payment of principal of,
and premium, if any, or interest on this Note in the Specified Currency
indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in
the case of (i) or (ii) in the event the Specified Currency indicated on the
face hereof has been replaced by another currency (a "Replacement Currency"),
any amount due pursuant to this Note may be repaid, at the option of the Bank,
in the Replacement Currency or in U.S. dollars, at a rate of exchange which
takes into account the conversion, at the rate prevailing on the most recent
date on which official conversion rates were quoted or set by the national
government or other authority responsible for issuing the Replacement Currency,
from the Specified Currency to the Replacement Currency and, if necessary, the
conversion of the Replacement Currency into U.S. dollars at the rate prevailing
on the date of such conversion.

If the Specified Currency indicated on the face hereof is other than the U.S.
dollar and (i) this Note is a DTC Global Note and the holder of this Note shall
have duly made an election to receive all or a portion of a payment of principal
of, and premium, if any, or interest on this Note in the Specified Currency
indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in
the case of (i) or (ii) if such Specified Currency is not available due to the
imposition of exchange controls or other circumstances beyond the control of the
Bank, the Bank will be entitled to satisfy its obligations to the holder of this
Note by making such payments of principal of (and premium, if any) or interest
on this Note in U.S. dollars until, in the sole discretion of the Bank, the
Specified Currency is again available. In such circumstances, the U.S. dollar
amount to be received by the holder of this Note will be made on the basis of
the most recently available bid quotation from a leading foreign exchange bank
in London or New York City selected by the Exchange Rate Agent, for the purchase
of U.S. dollars with the Specified Currency for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all holders of
Notes denominated other than in the U.S. dollar scheduled to receive U.S. dollar
payments. Any payment made under such circumstances in U.S. dollars, where the
payment is required to be made in the Specified Currency, will not constitute an
"Event of Default" with respect to this Note.

The Chase Manhattan Bank shall initially act as domestic paying agent (the
"Domestic Paying Agent") and the Bank has initially appointed The Chase
Manhattan Bank, London Branch, acting through its specified office in London as
London paying agent (the "London Paying Agent") and Chase Manhattan Bank
Luxembourg S.A. as Luxembourg paying agent (the "Luxembourg Paying Agent" and
together with the Domestic Paying Agent and the London Paying Agent, the "Paying
Agents," and each individually, a "Paying Agent," and such terms shall include
any additional or successor paying agents appointed pursuant to the Global
Agency Agreement (as defined on the face hereof)) in respect of the Notes. If
this Note is in registered form, this Note may be presented or surrendered for
payment, and notices, designations or requests in respect of payments with
respect to this Note may be served, at the office or agency of any Paying Agent
maintained for that purpose. The Bank may at any time rescind any designation of
a Paying

                                       11



Agent, appoint any additional or successor Paying Agents or approve a change in
the office through which a Paying Agent acts.

Subject to any fiscal or other laws and regulations applicable thereto in the
place of payment, payments on registered Notes to be made in a Specified
Currency other than the U.S. dollar and payments on bearer Notes will be made by
a check in the Specified Currency drawn on or by wire transfer to an account in
the Specified Currency (which, in the case of a payment in Yen to a non-resident
of Japan, shall be a non-resident account) maintained by the payee with a bank
(which, in the case of a payment in Yen to a non-resident of Japan, shall be an
authorized foreign exchange bank) in the Principal Financial Center of the
country of the Specified Currency, provided, however, that a check may not be
delivered to an address in, and an amount may not be transferred to an account
located in, the United States of America or its possessions by any office or
agency of the Bank or any Paying Agent.

Fixed Rate Interest Provisions
- ------------------------------

If this Note is designated as a "Fixed Rate Note" on the face hereof, the Bank
will pay interest on each Interest Payment Date specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof) and on the Maturity Date or any Redemption Date (as defined below) or
Holder's Optional Repayment Date (as defined below) (each such Maturity Date,
Redemption Date and Holder's Optional Repayment Date and the date on which the
principal or an installment of principal is due and payable by declaration of
acceleration as provided herein being hereinafter referred to as a "Maturity"
with respect to the principal repayable on such date), commencing on the first
Interest Payment Date next succeeding the Original Issue Date specified on the
face hereof (or if the Original Issue Date is between a Record Date and the
Interest Payment Date immediately following such Record Date, on the Second
Interest Payment Date following the Original Issue Date), at the Interest Rate
per annum specified in the Pricing Supplement (or, if this Note is in definitive
form, specified on the face hereof), until the principal hereof is paid or duly
made available for payment.

Payments of interest hereon will include interest accrued from and including the
most recent Interest Payment Date to which interest on this Note (or any
predecessor Note) has been paid or duly provided for (or, if no interest has
been paid or duly provided for, from and including the Original Issue Date) to
but excluding the relevant Interest Payment Date or Maturity, as the case may
be. Unless otherwise specified in the Pricing Supplement (or, if this note is in
definitive form, on the face hereof), if the Maturity Date specified on the face
hereof falls more than one year from the Original Issue Date, interest payments
for this Note if it is denominated in U.S. dollars shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. Unless otherwise specified
in the Pricing Supplement (or, if this Note is in definitive form, on the face
hereof) if the Maturity Date specified on the face hereof falls one year or less
from the Original Issue Date, interest payments for this Note if it is
denominated in U.S. dollars shall be computed and paid on the basis of the
actual number of days in the year divided by 360.

Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes denominated other than in U.S. dollars will be computed on the
basis of the "Actual/Actual (ISMA)" Fixed Day Count Convention.

"Actual/Actual (ISMA)" Fixed Day Count Convention means:

                                       12



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

(b) in the case of Fixed Rate Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum of:

     (1) the number of days in such Accrual Period falling in the Determination
     Period in which the Accrual Period begins divided by the product of (x) the
     number of days in such Determination Period and (y) the number of
     Determination Periods that would occur in one calendar year, assuming
     interest was to be payable in respect of the whole of that year; and

     (2) the number of days in such Accrual Period falling in the next
     Determination Period divided by the product of (x) the number of days in
     such Determination Period and (y) the number of Determination Periods that
     would occur in one calendar year, assuming interest was to be payable in
     respect of the whole of that year.

"Determination Period" means the period from and including a Determination Date
to but excluding the next Determination Date (including, where either the
Interest Commencement Date or the final Interest Payment Date is not a
Determination Date, the period commencing on the first Determination Date prior
to, and ending on the first Determination Date falling after, such date).

"Determination Date" means each date specified in the applicable Pricing
Supplement or, if none is specified, each Interest Payment Date.

Unless otherwise provided herein, if any Interest Payment Date or the Maturity
of this Note falls on a day which is not a Business Day, the related payment of
principal of, or premium, if any, or interest on, this Note shall be made on the
next succeeding Business Day with the same force and effect as if made on the
date such payments were due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or the
Maturity, as the case may be.

Floating Rate Interest Provisions
- ---------------------------------

If this Note is designated as a "Floating Rate Note" on the face hereof, the
Bank will pay interest on each Interest Payment Date specified in the Pricing
Supplement (or, if this Note is in definitive form specified on the face hereof)
and at Maturity, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified on the face hereof (or, if the Original Issue
Date is between a Record Date and the Interest Payment Date immediately
following such Record Date, on the second Interest Payment Date following the
Original Issue Date), at a rate per annum determined in accordance with the
provisions hereof (and, if this Note

                                       13



is in global form, in accordance with the Pricing Supplement), until the
principal hereof is paid or duly made available for payment.

Payments of interest hereon will include interest accrued from and including the
most recent Interest Payment Date to which interest on this Note (or any
predecessor Note) has been paid or duly provided for (or, if no interest has
been paid or duly provided for, from and including the Original Issue Date) to
but excluding the relevant Interest Payment Date or Maturity, as the case may be
(each such period, an "Interest Period").

Unless otherwise specified herein (or, if this Note is in global form, in the
Pricing Supplement), if any Interest Payment Date (or other date which is
subject to adjustment in accordance with a Business Day Convention specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement))
in respect of this Note (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day, then, if the Business Day
Convention specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement) is:

     (1) the "Floating Rate Convention," such Interest Payment Date (or other
     date) shall be postponed to the next succeeding day which is a Business Day
     unless it would thereby fall into the next succeeding calendar month, in
     which event (A) such Interest Payment Date (or other date) shall be brought
     forward to the next preceding Business Day and (B) each subsequent Interest
     Payment Date (or other date) shall be the last Business Day in the month
     which falls the number of months or other period specified as the Interest
     Payment Period on the face hereof after the preceding applicable Interest
     Payment Date (or other date) occurred; or

     (2) the "Following Business Day Convention," such Interest Payment Date (or
     other date) shall be postponed to the next succeeding day which is a
     Business Day; or

     (3) the "Modified Following Business Day Convention," such Interest Payment
     Date (or other date) shall be postponed to the next succeeding day that is
     a Business Day unless it would thereby fall into the next succeeding
     calendar month, in which event such Interest Payment Date (or other date)
     shall be brought forward to the next preceding Business Day; or

     (4) the "Preceding Business Day Convention," such Interest Payment Date (or
     other date) shall be brought forward to the next preceding Business Day.

If the Maturity of this Note falls on a day that is not a Business Day, the
related payment of principal of (and premium, if any) and interest on, this Note
will 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 on the
amount so payable for the period from and after such Maturity.

If "ISDA Rate" is specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement) in connection with the determination of the
rate of interest on this Note, the rate of interest on this Note for each
Interest Period will be the relevant ISDA Rate (as defined below) plus or minus
the Margin, if any, specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement). Unless otherwise specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), "ISDA Rate"
means, with respect to any Interest Period, the rate equal to the Floating Rate
that would be determined by the Calculation Agent or other

                                       14



person specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement) pursuant to an interest rate swap transaction if the
Calculation Agent or that other person were acting as calculation agent for that
swap transaction in accordance with the terms of an agreement in the form of the
Interest Rate and Currency Exchange Agreement published by the International
Swaps and Derivatives Association, Inc. (the "ISDA Agreement") and evidenced by
a Confirmation (as defined in the ISDA Agreement) incorporating the ISDA
Definitions (as defined below) and under which:

     (A)  the Floating Rate Option is as specified on the face hereof (or, if
          this Note is in global form, in the Pricing Supplement);

     (B)  the Designated Maturity is the period specified on the face hereof
          (or, if this Note is in global form, in the Pricing Supplement), and

     (C)  the relevant Reset Date is either (i) if the applicable Floating Rate
          Option is based on the London inter-bank offered rate for a currency
          or on the Euro-zone inter-bank offered rate ("EURIBOR") for a
          currency, the first day of that Interest Period or (ii) in any other
          case, as specified on the face hereof (or, if this Note is in global
          form, in the Pricing Supplement).

As used in this paragraph, "Floating Rate," "Calculation Agent," "Floating Rate
Option," "Designated Maturity," and "Reset Date" have the meanings ascribed to
those terms in the ISDA Definitions.

If "Reference Rate Determination" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) in connection with the
determination of the rate of interest on this Note, this Note will bear interest
at a rate per annum equal to the Initial Interest Rate specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) until the
Initial Interest Reset Date specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) and thereafter at a rate per annum
determined as follows:

1. If this Note is designated as a "Regular Floating Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) or if no
designation is made for Interest Calculation on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), then, except as described
below (or, if this Note is in global form, in the Pricing Supplement), this Note
shall bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement) (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face hereof (or,
if this Note is in global form, in the Pricing Supplement); provided, however,
that the interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.

2. If this Note is designated as a "Floating Rate/Fixed Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), then,
except as described below (or, if this Note is in global form, in the Pricing
Supplement), this Note shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis or Bases specified on the face

                                       15



hereof (or, if this Note is in global form, in the Pricing Supplement) (i) plus
or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described on the
face hereof (or, if this Note is in global form, in the Pricing Supplement).
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement);
provided, however, that (i) the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate and (ii) the interest rate in effect commencing on, and including,
the Fixed Rate Commencement Date specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement) to the Maturity Date shall be the
Fixed Interest Rate, if such a rate is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), or if no such Fixed Interest
Rate is so specified, the interest rate in effect hereon on the Business Day
immediately preceding the Fixed Rate Commencement Date.

3. If this Note is designated as an "Inverse Floating Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), then,
except as described below (or, if this Note is in global form, in the Pricing
Supplement), this Note shall bear interest equal to the Fixed Interest Rate
indicated on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) minus the rate determined by reference to the applicable Interest
Rate Basis or Bases specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement) (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof (or, if this
Note is in global form, in the Pricing Supplement); provided, however, that,
unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the interest rate hereon will not be less than
zero percent. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest Rate Reset
Date specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement); provided, however, that the interest rate in effect for the
period from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate.

Except as provided above, if "Reference Rate Determination" is specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement) in
connection with the determination of the rate of interest on this Note, the
interest rate in effect on each day shall be (a) if such day is an Interest
Reset Date, the interest rate determined as of the Interest Reset Determination
Date (as defined below) immediately preceding such Interest Reset Date or (b) if
such day is not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the next preceding Interest
Reset Date. Each Interest Rate Basis shall be the rate determined in accordance
with the applicable provision below. If any Interest Reset Date (which term
includes the term Initial Interest Reset Date unless the context otherwise
requires) would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be adjusted in accordance with the Business Day Convention
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement).

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the "Interest Determination Date" with respect
to the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate,
the J.J. Kenny Rate, and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate will be the last working day
of the

                                       16



month immediately preceding each Interest Reset Date on which the Federal Home
Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the Index (as
defined below); the "Interest Determination Date" with respect to EURIBOR will
be the second day on which the TARGET system is open immediately preceding each
Interest Reset Date; the "Interest Determination Date" with respect to LIBOR
shall be the second London Banking Day (as defined below) preceding each
Interest Reset Date; the "Interest Determination Date" with respect to the
Treasury Rate will be the day in the week in which the related Interest Reset
Date falls on which day Treasury Bills (as defined below) are normally auctioned
(Treasury Bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that 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 related Interest Reset Date, the related Interest Determination
Date shall be such preceding Friday; and provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall
instead be the first Business Day following such auction. If the interest rate
of this Note is determined with reference to two or more Interest Rate Bases as
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), the Interest Determination Date pertaining to this Note will be the
latest Business Day which is at least two Business Days prior to such Interest
Reset Date on which each Interest Rate Basis is determinable. Each Interest Rate
Basis shall be determined on such date, and the applicable interest rate shall
take effect on the Interest Reset Date.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD
- ------------------------
Rate, as specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement), 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 (or, if this Note is in
global form, in the Pricing Supplement) as published in H.15(519) (as defined
below) under the heading "CDs (Secondary Market)". In the event that such rate
is not so published prior to 3:00 p.m., New York City time, on the Calculation
Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be
the rate on such CD Rate Interest Determination Date for certificates of deposit
having the Index Maturity specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) as published in H.15 Daily Update (as
defined below), or another recognized electronic source used for the purpose of
displaying that rate, under the heading "CDs (secondary market)". If such rate
is published neither in H.15(519) nor in H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
the CD Rate for such CD Rate Interest Determination Date will be calculated by
the Calculation Agent 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 nonbank dealers of 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 certificates of deposit
with a remaining maturity closest to the Index Maturity specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) in an
amount that is representative for a single transaction in that market at that
time; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined on such CD Rate Interest Determination Date will be the CD Rate in
effect on such date.

                                       17



"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 (the "Federal Reserve Board").

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

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

(i) If "CMT Telerate Page 7051" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the yield for United
States Treasury securities at "constant maturity" having the Index Maturity
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) as set forth in H.15(519) under the caption "Treasury Constant
Maturities," as such yield is displayed on Telerate, Inc. (or any successor
service) on page 7051 (or any other page as may replace such page on such
service) ("Telerate Page 7051") for such CMT Rate Interest Determination Date.
If such rate does not appear on Telerate Page 7051, the CMT Rate on such CMT
Rate Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities at "constant maturity" having the Index
Maturity and for such CMT Rate Interest Determination Date as set forth in
H.15(519) under the caption "Treasury Constant Maturities". If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date shall be the rate for the period of the Index Maturity as may then be
published by either the the Federal Reserve Board 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).
If the Federal Reserve Board or the United States Department of the Treasury
does not publish a yield on United States Treasury securities at "constant
maturity" having the Index Maturity for such CMT Rate Interest Determination
Date, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be 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 such CMT Rate 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
such Reference Dealers 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 Index Maturity, a remaining term to maturity no
more than 1 year shorter than the Index Maturity and in a principal amount that
is representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date shall be
based on the arithmetic mean of the bid prices obtained and neither the highest
nor lowest of such quotations shall be eliminated. If fewer than three prices
are provided as requested, the CMT Rate on such CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid

                                       18



prices as of approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers selected by the
Calculation Agent (from five such Reference Dealers 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 Index Maturity, a
remaining term to maturity closest to the Index Maturity and in a principal
amount that is representative for a single transaction in such securities in
such market at such time. If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such CMT Rate Interest Determination Date
shall be based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotations shall be eliminated; provided,
however, that if fewer than three such prices are provided as requested, the CMT
Rate determined as of such CMT Rate Interest Determination Date shall be the CMT
Rate in effect on such CMT Rate Interest Determination Date. If two such United
States Treasury securities with an original maturity greater than the Index
Maturity have remaining terms to maturity equally close to the Index Maturity,
the quotes for the Treasury security with the shorter original term to maturity
will be used.

(ii) If "CMT Telerate Page 7052" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), average yield for United States Treasury securities
at "constant maturity" having the Index Maturity specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement) as set forth in
H.15(519) opposite the caption "Treasury Constant Maturities," as such yield is
displayed on Telerate, Inc. (or any successor service) on page 7052 (or any
other page as may replace such page on such service ) ("Telerate Page 7052") for
the week or month, as applicable, ended immediately preceding the week or month,
as applicable, in which such CMT Rate Interest Determination Date falls. If such
rate does not appear on the Telerate Page 7052, the CMT Rate on such CMT Rate
Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), average yield for United States Treasury securities
at "constant maturity" having the Index Maturity and for the week or month, as
applicable, preceding such CMT Rate Interest Determination Date as set forth in
H.15(519) opposite the caption "Treasury Constant Maturities". If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date shall be the one-week or one-month, as specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement), average yield for
United States Treasury securities at "constant maturity" having the 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 such CMT Rate Interest Determination Date falls. If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), average yield on United States Treasury securities at "constant
maturity" having the Index Maturity for the applicable week or month, the CMT
Rate on such CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be 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 such CMT Rate Interest Determination Date of three Reference Dealers
selected by the Calculation Agent (from five such Reference Dealers and
eliminating the highest quotation (or, in the event of equality, one of

                                       19



highest) and the lowest quotation (or, in the event of equality, one of the
lowest)) for United States Treasury securities with an original maturity longer
than the Index Maturity, a remaining term to maturity closest to the Index
Maturity and in a principal amount that is representative for a single
transaction in such securities in such market at such time. If fewer than five
but more than two such prices are provided as requested, the CMT Rate on such
CMT Rate Interest Determination Date shall be based on the arithmetic mean of
the bid prices obtained and neither the highest nor lowest of such quotations
shall be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date shall be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two United States Treasury securities with an original
maturity greater than the Index Maturity have remaining terms to maturity
equally close to the Index Maturity, the quotes for the Treasury security with
the shorter original term to maturity will be used.

Determination of Commercial Paper Rate. If an Interest Rate Basis for this Note
- --------------------------------------
is the Commercial Paper Rate, as specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement), 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
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) 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 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
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

                                       20



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.

Determination of Eleventh District Cost of Funds Rate. If an Interest Rate Basis
- -----------------------------------------------------
for this Note is the Eleventh District Cost of Funds Rate, as specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 Telerate Page 7058 (as defined below)
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 the related Eleventh District Cost of Funds Rate Interest Determination
Date, the Eleventh District Cost of Funds Rate for 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 the
date of such announcement. If the FHLB of San Francisco fails to announce such
rate for the calendar month immediately preceding such Eleventh District Cost of
Funds Rate Interest Determination Date, then the Eleventh District Cost of Funds
Rate determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date.

"Telerate Page 7058" means the display designated as page "7058" on the Bridge
Telerate Service (or such other page as may replace the 7058 page on that
service for the purpose of displaying the monthly weighted average costs of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District).

Determination of EURIBOR. If an Interest Rate Basis for this Note is EURIBOR, as
- ------------------------
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), EURIBOR shall be determined as of the applicable Interest
Determination Date (a "EURIBOR Interest Determination Date"), in accordance with
the following provisions:

(i)  With respect to any EURIBOR Interest Determination Date, EURIBOR will be:

          (a) the rate for deposits in euro as sponsored, calculated and
     published jointly by the European Banking Federation and ACI--The Financial
     Market Association, or any company established by the joint sponsors for
     purposes of compiling and publishing

                                       21



     those rates, having the Index Maturity specified on the face hereof (or if
     this Note is in global form, in the Pricing Supplement), commencing on the
     applicable Interest Reset Date, as that rate appears on Telerate, Inc., or
     any successor service, on page 248 (or any other page as may replace such
     page on such service) ("Telerate Page 248") as of 11:00 a.m., Brussels
     time, on the applicable EURIBOR Interest Determination Date.

          (b) if the rate referred to in clause (a) above does not appear on
     Telerate Page 248, or is not so published by 11:00 a.m., Brussels time, on
     the applicable EURIBOR Interest Determination Date, the rate calculated by
     the Calculation Agent as the arithmetic mean of at least two quotations
     obtained by the Calculation Agent after requesting the principal Euro-zone
     (as defined hereinafter) offices of four major banks in the Euro-zone
     interbank market, in the European interbank market, to provide the
     Calculation Agent with its offered quotation for deposits in euro for the
     period of the Index Maturity designated on the face hereof (or if this Note
     is in global form, in the Pricing Supplement), commencing on the applicable
     Interest Reset Date, to prime banks in the Euro-zone interbank market at
     approximately 11:00 a.m., Brussels time, on the applicable EURIBOR Interest
     Determination Date and in a principal amount not less than the equivalent
     of U.S.$1,000,000 in euro that is representative for a single transaction
     in euro in such market at such time.

          (c) if fewer than two quotations referred to in clause (b) above are
     provided, EURIBOR for such EURIBOR Interest Determination Date will be
     calculated by the Calculation Agent and will be the arithmetic mean of the
     rates quoted at approximately 11:00 a.m., Brussels time, on such EURIBOR
     Interest Determination Date by four major banks in the Eurozone for loans
     in Euro to leading European banks, having the Index Maturity designated on
     the face hereof (or if this Note is in global form, in the Pricing
     Supplement), commencing on the applicable Interest Reset Date and in
     principal amount not less than the equivalent of U.S.$1,000,000 in euro
     that is representative for a single transaction in euro in such market at
     such time.

          (d) if the banks so selected by the Calculation Agent are not quoting
     as mentioned in clause (c) above, EURIBOR determined as of such EURIBOR
     Interest Determination Date shall be EURIBOR in effect on such EURIBOR
     Interest Determination Date.

     "Euro-zone" means the region comprised of member states of the European
     Union that adopt the single currency in accordance with the treaty
     establishing the European Community, as amended by the treaty on European
     Union.

Determination of Federal Funds Rate. If an Interest Rate Basis for this Note is
- -----------------------------------
the Federal Funds Rate, as specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement), 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

                                       22



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.

Determination of J.J. Kenny Rate. If an Interest Rate Basis for this Note is the
- --------------------------------
J.J. Kenny Rate, as specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the J.J. Kenny Rate shall be determined as of
the applicable Interest Determination Date (a "J.J. Kenny Interest Determination
Date") as the rate in the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index Maturity is, and shall be, based upon 30-day yield
evaluations at par of bonds, the interest of which is exempt from Federal income
taxation under the Internal Revenue Code of 1986, as amended (the "Code"), of
not less than five high grade component issuers selected by Kenny which shall
include, without limitation, issuers of general obligation bonds. The specified
issuers included among the component issuers may be changed from time to time by
Kenny in its discretion. The bonds on which the Weekly Index is based shall not
include any bonds on which the interest is subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. In the
event Kenny ceases to make available such Weekly Index, a successor indexing
agent will be selected by the Calculation Agent, such index to reflect the
prevailing rate for bonds rated in the highest short-term rating category by
Moody's Investors Service, Inc. and Standard & Poor's Ratings Group in respect
of issuers most closely resembling the high grade component issuers selected by
Kenny for its Weekly Index, the interest on which is (i) variable on a weekly
basis, (ii) exempt from Federal income taxation under the Code, and (iii) not
subject to a minimum tax or similar tax under the Code, unless all tax-exempt
bonds are subject to such tax. If such successor indexing agent is not
available, the rate for any J.J. Kenny Interest Determination Date shall be 67%
of the rate determined if the Treasury Rate option had been originally selected.

Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR, as
- ----------------------
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), 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) if "LIBOR Telerate" is specified on the face hereof (or, if this Note is in
global form, the Pricing Supplement) or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for calculating LIBOR,
LIBOR will be the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof (or, if this Note is in global form,
the Pricing Supplement), commencing on the applicable Interest Reset

                                       23



Date, that appears on the Designated LIBOR Page (as defined hereinafter) 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 (unless the Designated LIBOR Page by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in the
Designated LIBOR Currency having the Index Maturity, 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 defined
hereinafter) 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 shall be
determined in accordance with the provisions described in clause (ii) below.

(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 shall 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, 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 (as defined
hereafter) selected by the Calculation Agent for loans in the Designated LIBOR
Currency to leading European banks, having the Index Maturity 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 shall be LIBOR in
effect on such LIBOR Interest Determination Date.

"Designated LIBOR Currency" means the currency specified on the face hereof (or,
if this Note is in global form, the Pricing Supplement) as to which LIBOR shall
be calculated or, if no such currency is specified on the face hereof (or, if
this Note is in global form, the Pricing Supplement), United States dollars.

"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), the
display on the Reuter Monitor Money Rates Service (or any successor service) on
the page specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement) (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 Telerate" is specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement)
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement) 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, if this Note is in global
form, in

                                       24



the Pricing Supplement) (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.

"Principal Financial Center" means the capital city of the country to which the
Designated LIBOR Currency relates except that with respect to United States
dollars, Australian dollars, Canadian dollars, South African rand and Swiss
francs, the "Principal Financial Center" shall be The City of New York, Sydney,
Toronto, Johannesburg and Zurich, respectively.

"London Banking Day" means any day (other than a Saturday or Sunday) on which
dealings in deposits in the Index Currency are transacted in the London
interbank market.

Determination of Prime Rate. If an Interest Rate Basis for this Note is the
- ---------------------------
Prime Rate, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), 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 hereinafter) as such
bank's prime rate or base lending 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.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the
- ------------------------------
Treasury Rate, as specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), 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 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

                                       25



defined hereinafter) 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." If such rate is not so published in H.15 Daily Update or
another recognized electronic source by 3:00 p.m., New York City time, on the
related Calculation Date, the Treasury Rate on such Treasury Rate Interest
Determination Date shall be 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 such auction rate is not so announced by the United States
Department of the Treasury on such Calculation Date, or if no such Auction is
held, then the Treasury Rate on such Treasury Rate Interest Determination Date
shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest
Determination Date of Treasury Bills having the Index Maturity 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 by 3:00 p.m., New York City time, on the related
Calculation Date, then the Treasury Rate on such Treasury Rate Interest
Determination Date shall be calculated by the Calculation Agent and shall 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 leading 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; provided,
however, that if the dealers so selected by the Calculation Agent are not
quoting as 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 and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), accrued interest hereon shall be an amount
calculated by multiplying the face 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 period for which accrued interest is being
calculated. Unless otherwise specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement), the interest factor for each such
day shall be computed and paid on the basis of a 360-day year of twelve 30-day
months if the Day Count Convention specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) is "30/360" for the period
specified thereunder, or by dividing the applicable per annum interest rate by
360 if the Day Count Convention specified on the face hereof (or, if this Note
is in global form, in the

                                       26



Pricing Supplement) is "Actual/360" for the period specified thereunder, or by
dividing the applicable per annum interest rate by the actual number of days in
the year if the Day Count Convention specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) is "Actual/Actual" for the
period specified thereunder. If no Day Count Convention is specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), the
interest factor for each day in the relevant Interest Period shall be computed,
if an Interest Rate Basis specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) is the CMT Rate or Treasury Rate or if
the Specified Currency indicated on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) is Sterling, as if "Actual/Actual" had
been specified thereon and, in all other cases, as if "Actual/360" had been
specified thereon. Unless otherwise specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), if interest on this Note is
to be calculated with reference to two or more Interest Rate Bases as specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), the interest factor will be calculated in each period in the same
manner as if only one of the applicable Interest Rate Bases applied.

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), if "Reference Rate Determination" is specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) in connection with the determination of the rate of interest on this
Note, the "Calculation Date," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity Date, as the case may be. All
calculations in respect of determining the interest rate applicable to this Note
(other than any calculations made by the Exchange Rate Agent) shall be made by
the Calculation Agent specified on the face hereof (or, if this Note is in
global form, the Pricing Supplement) or such successor thereto as is duly
appointed by the Bank. The determination of any interest rate by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding upon the holder hereof.

All percentages resulting from any calculation on this Note shall be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
0.09876545) shall be rounded to 9.87655% (or 0.0987655%) and 9.876544% (or
0.09876544) shall be rounded to 987654% (or 0.0987654)), and all dollar amounts
used in or resulting from such calculation shall be rounded to the nearest cent
or, if the Specified Currency is other than dollars, to the nearest unit (with
one-half cent or unit being rounded upward).

At the request of the holder hereof, the Calculation Agent shall provide to the
holder hereof the interest rate hereon then in effect and, if determined, the
interest rate which shall become effective for the next Interest 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, specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement). In addition to any Maximum Interest Rate applicable hereto
pursuant to the above provisions, 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.

                                       27



Redemption at the Option of the Bank
- ------------------------------------

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), this Note will not be subject to any sinking
fund. This Note may be redeemed by the Bank either in whole or in part on and
after the Initial Redemption Date, if any, specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). If no Initial
Redemption Date is specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), this Note may not be redeemed prior to the
Maturity Date except as provided below in the event that any Additional Amounts
(as defined below) are required to be paid by the Bank with respect to this
Note. On and after the Initial Redemption Date, if any, this Note may be
redeemed in increments of US$1,000 (or, if the Specified Currency indicated on
the face hereof is other than the United States dollar, in such Authorized
Denominations specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement)) at the option of the Bank at the applicable
Redemption Price (as defined below) together with unpaid interest accrued hereon
at the applicable rate borne by this Note to the date of redemption (each such
date, a "Redemption Date"), on written notice given by or on behalf of the Bank
not more than 60 nor less than 30 calendar days prior to the Redemption Date
(unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement)); provided, however, that, in the event of
redemption of this Note in part only, the unredeemed portion thereof shall be an
Authorized Denomination specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement). In the event of redemption of this Note
in part only, a new Note for the unredeemed portion hereof shall be issued in
the name of the holder hereof upon the surrender of this Note, or, where
applicable, an appropriate notation will be made on the schedule attached hereto
for such notations.

The "Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Initial Redemption Date specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.

Repayment at the Option of the Holder
- -------------------------------------

This Note may be subject to repayment at the option of the holder hereof in
accordance with the terms hereof on any Holder's Optional Repayment Date(s), if
any, specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement). If no Holder's Optional Repayment Date is specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement),
this Note will not be repayable at the option of the holder hereof prior to the
Maturity Date. On any Holder's Optional Repayment Date, this Note will be
repayable in whole or in part in increments of US$1,000 (or, if the Specified
Currency indicated on the face hereof is other than the U.S. dollar, in such
Authorized Denominations specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement)) at the option of the holder hereof at
the repayment price equal to 100% of the principal amount to be repaid, together
with accrued and unpaid interest hereon payable to the date of repayment;
provided, however, that, in the event of repayment of this Note in part only,
the unrepaid portion hereof shall be an Authorized Denomination specified on the
face hereof (or, if this Note is in global form, in the Pricing

                                       28



Supplement). For this Note to be repaid in whole or in part at the option of the
holder hereof on a Holder's Optional Repayment Date, this Note must be
delivered, with the form entitled "Option to Elect Repayment" attached hereto
duly completed, to the Domestic Paying Agent or the London Paying Agent (as
appropriate in accordance with such attached form) at the address set forth on
such form or at such other address which the Bank shall from time to time notify
the holders of the Notes not more than 60 nor less than 30 days prior to such
Holder's Optional Repayment Date. In the event of repayment of this Note in part
only, a new Note for the unrepaid portion hereof shall be issued in the name of
the holder hereof upon the surrender hereof, or, where applicable, an
appropriate notation will be made on the schedule attached hereto for such
notations. Exercise of such repayment option by the holder hereof shall be
irrevocable.

Additional Amounts
- ------------------

All payments of principal (and premium, if any) and interest with respect to
this Note will be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by the United States
or any political subdivision or taxing authority thereof or therein, unless such
withholding or deduction is required by (i) the laws (or any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in the United States or
any political subdivision thereof). If a withholding or deduction at source is
required, the Bank will (subject to certain limitations and exceptions set forth
below) pay to the holder hereof on behalf of an owner of a beneficial interest
herein (an "Owner") who is a United States Alien (as defined below) such
additional amounts ("Additional Amounts") as may be necessary so that every net
payment of principal (and premium, if any) or interest made to the holder hereof
on behalf of such Owner, after such withholding or deduction, will not be less
than the amount provided for in this Note with respect to such Owner's interest;
provided, however, that the Bank shall not be required to make any payment of
Additional Amounts for or on account of:

          (a) any tax, fee, duty, assessment or other governmental charge which
     would not have been imposed but for (i) the existence of any present or
     former connection between such Owner (or between a fiduciary, settlor,
     beneficiary, member or shareholder of, or possessor of a power over, such
     Owner, if such Owner is an estate, trust, partnership or corporation) and
     the United States, including, without limitation, such Owner (or such
     fiduciary, settlor, beneficiary, member, shareholder or possessor) being or
     having been a citizen or resident thereof or being or having been present
     or engaged in trade or business therein or having had a permanent
     establishment therein, or (ii) the presentation of this Note for payment on
     a date more than 15 days after the date on which such payment became due
     and payable or the date on which payment thereof is duly provided for,
     whichever occurs later;

          (b) any estate, inheritance, gift, sales, transfer, personal property
     or similar tax, assessment or other governmental charge;

                                       29



          (c) any tax, fee, duty, assessment or other governmental charge
     imposed by reason of such Owner's past or present status as a personal
     holding company, foreign personal holding company, passive foreign
     investment company or controlled foreign corporation with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax;

          (d) any tax, fee, duty, assessment or other governmental charge which
     is payable otherwise than by withholding from payments of principal or
     interest with respect to this Note;

          (e) any tax, fee, duty, assessment or other governmental charge
     imposed on interest received by anyone who owns (actually or
     constructively) 10% or more of the total combined voting power of all
     classes of stock of the Bank;

          (f) any tax, fee, duty, assessment or other governmental charge
     required to be withheld by any Paying Agent from any payment of principal
     (and premium, if any) or interest with respect to this Note, if such
     payment can be made without such withholding by any other Paying Agent with
     respect to this Note in a western European city;

          (g) any tax, fee, duty, assessment or other governmental charge which
     would not have been imposed but for the failure to comply with
     certification, information or other reporting requirements concerning the
     nationality, residence, identity or connection with the United States of
     the holder hereof or of such Owner, if such compliance is required by
     statute or by regulation of the United States Treasury Department as a
     precondition to relief or exemption from such tax, assessment or other
     governmental charge;

          (h) any tax, assessment or other governmental charge imposed as a
     result of such holder of the Notes or Coupon being a bank receiving
     payments on an extension of credit made pursuant to a loan agreement
     entered into in the ordinary course of business;

          (i) any tax, assessment or other governmental charge required to be
     imposed or withheld on a payment to an individual and such deduction or
     withholding is required to be made pursuant to any European Union Directive
     on the taxation of savings implementing the conclusions of the ECOFIN
     Council meeting of November 26-27, 2000 or any law implementing or
     complying with, or introduced in order to conform to, such Directive; or

          (j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h)
     and (i);

nor shall Additional Amounts be paid to any holder of this Note on behalf of any
Owner who is a fiduciary or partnership or other than the sole Owner to the
extent a beneficiary or settlor with respect to such fiduciary or a member of
such partnership or Owner would not have been entitled to payment of the
Additional Amounts had such beneficiary, settlor, member or Owner been the sole
Owner of this Note.

As used herein, the term "United States Alien" means any corporation,
individual, fiduciary or partnership that for United States federal income tax
purposes is a foreign corporation,

                                       30



nonresident alien individual, nonresident alien fiduciary of a foreign estate or
trust, or foreign partnership one or more members of which is a foreign
corporation, nonresident alien individual or nonresident alien fiduciary of a
foreign estate or trust.

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

Notwithstanding the foregoing, if and so long as the certification information
or other reporting requirements referred to in the preceding paragraph would be
fully satisfied by payment of a withholding, backup withholding tax or similar
charge, the Bank may elect prior to giving the Tax Notice to have the provisions
described in this paragraph apply in lieu of the provisions described in the
preceding paragraph, in which case the Tax Notice shall state the effective date
of such certification, information or reporting requirements and that the Bank
has elected to pay Additional Amounts rather than redeem this Note. In such
event, the Bank will also pay as Additional Amounts such sums as may be
necessary so that every net payment made following the effective date of such
certification, information or reporting requirements outside the United States
by the Bank or any of its Paying Agents of principal (and premium, if any) or
interest due

                                       31



with respect to this Note to the bearer hereof who certifies to the effect that
the beneficial owners of this Note are United States Aliens (provided that such
certification shall not have the effect of communicating to the Bank or any of
its Paying Agents or any governmental authority the nationality, residence or
identity of such beneficial owners) after deduction or withholding for or on
account of such withholding, backup withholding tax or similar charge (other
than a withholding, backup withholding tax or similar charge which (i) is
imposed as a result of certification, information or other reporting
requirements referred to in the second parenthetical clause of the first
sentence of the preceding paragraph or (ii) is imposed as a result of the fact
that the Bank or any of its Paying Agents has actual knowledge that the bearer
hereof or any beneficial owner of this Note is not a United States Alien but is
within the category of persons, corporations or other entities described in
clause (a)(i) of the third preceding paragraph, or (iii) is imposed as a result
of presentation of this Note for payment more than 15 days after the date on
which such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount provided
for in this Note to be then due and payable. In the event the Bank elects to pay
such Additional Amounts, the Bank will have the right, at its sole option, at
any time, to redeem this Note, as a whole but not in part, at a redemption price
equal to the principal amount hereof (or, if this is an Original Issue Discount
Note, the Amortized Face Amount hereof determined as of the date of redemption),
together, if appropriate, with accrued interest to the date fixed for redemption
including any Additional Amounts required to be paid under this paragraph. If
the Bank has made the determination described in the preceding paragraph with
respect to certification, information or other reporting requirements applicable
to interest only and subsequently makes a determination in the manner and of the
nature referred to in such preceding paragraph with respect to such requirements
applicable to principal, the Bank will redeem this Note in the manner and on the
terms described in the preceding paragraph (except as provided below), unless
the Bank elects to have the provisions of this paragraph apply rather than the
provisions of the immediately preceding paragraph. If in such circumstances this
Note is to be redeemed, the Bank will be obligated to pay Additional Amounts
with respect to interest, if any, accrued to the date of redemption. If the Bank
has made the determination described in the preceding paragraph and subsequently
makes a determination in the manner and of the nature referred to in such
preceding paragraph that the level of withholding applicable to principal or
interest has been increased, the Bank will redeem this Note in the manner and on
the terms described in the preceding paragraph (except as provided below),
unless the Bank elects to have the provisions of this paragraph apply rather
than the provisions of the immediately preceding paragraph. If in such
circumstances this Note is to be redeemed, the Bank will be obligated to pay
Additional Amounts with respect to the original level of withholding on
principal and interest, if any, accrued to the date of redemption.

Whenever in this Note there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest on, or in respect of, this Note,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for herein to the extent that, in such context, Additional
Amounts are, were or would be payable in respect hereof pursuant to the
provisions of this Note and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as including
Additional Amounts in those provisions hereof where such express mention is not
made.

Except as specifically provided herein (or, if this Note is in global form, in
the Pricing Supplement) (i) neither the Bank nor any Paying Agent shall be
required to make, any payment with respect to any tax, fee, duty, assessment or
other governmental charge imposed by any

                                       32



government or a political subdivision or taxing authority thereof or therein;
(ii) a Paying Agent on behalf of the Bank shall have the right, but not the
duty, to withhold from any amounts otherwise payable to a holder of this Note
such amount as is necessary for the payment of any such taxes, fees, duties,
assessments or other governmental charges; and (iii) if such an amount is
withheld, the amount payable to the holder of this Note shall be the amount
otherwise payable reduced by the amount so withheld.

The Bank may redeem this Note in whole but not in part at any time at a
redemption price equal to the principal amount hereof (or, if this is an
Original Issue Discount Note, the Amortized Face Amount hereof determined as of
the date of redemption), together with accrued interest to but excluding the
date fixed for redemption, if the Bank shall determine, based upon a written
opinion of independent counsel selected by the Bank, that as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
hereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in application or
official interpretation of any such laws, regulations or rulings, which
amendment or change is effective on or after the Original Issue Date, the Bank
would be required to pay Additional Amounts on the occasion of the next payment
due with respect to such Note.

Notice of intention to redeem this Note, in whole but not in part, pursuant to
the immediately preceding paragraph will be given (i) if this Note is in
registered form, to the registered holder of this Note at least once not less
than 30 days nor more than 60 days prior to the date fixed for redemption or
(ii) if this Note is in bearer form, by publication in accordance with
applicable law, provided that no such notice of redemption shall be given
earlier than 90 days prior to the effective date of such change or amendment and
that at the time notice of such redemption is given, such obligation to pay such
Additional Amounts remains in effect and cannot be avoided by the Bank's taking
reasonable measures available to it. From and after any redemption date, if
monies for the redemption of this Note shall have been made available for
redemption on such redemption date, this Note shall cease to bear interest (and,
if this Note is a definitive bearer Note, any interest coupons appertaining
hereto (whether or not attached) maturing after the redemption date shall become
void and no payment shall be made in respect thereof), and the only right of the
holder of this Note shall be to receive payment of the principal amount hereof
(or, if this is an Original Issue Discount Note, the Amortized Face Amount
hereof) and all unpaid interest accrued to such redemption date.

Events of Default, Acceleration of Maturity
- -------------------------------------------

In respect of this Senior Note, the occurrence of any of the following events
shall constitute an "Event of Default" with respect to this Note:

          (i) default in the payment of any interest (including any Additional
     Amounts) with respect to this Note when due, which continues for 30 days;

          (ii) default, in the payment of any principal of, or premium, if any,
     on, this Note when due;

          (iii) whatever the reason for such and whether it shall be voluntary
     or involuntary or be effected by operation of law or pursuant to any
     judgment, decree or order of any

                                       33



     court or any order, rule or regulation of any administrative or
     governmental body, the entry by a court having jurisdiction in the premises
     of:

               (a) a decree or order for relief in respect of the Bank in an
          involuntary case or proceeding under any applicable United States
          federal or state bankruptcy, insolvency, reorganization or other
          similar law; or

               (b) a decree or order appointing a conservator, receiver,
          liquidator, assignee, trustee, sequestrator or any other similar
          official of the Bank, or of substantially all of the property of the
          Bank, or ordering the winding up or liquidation of the affairs of the
          Bank, and the continuance of any such decree or order for relief or
          any such other decree or order unstayed and in effect for a period of
          60 consecutive days; or

          (iv) the commencement by the Bank of a voluntary case or proceeding
     under any applicable United States federal or state bankruptcy, insolvency,
     reorganization or other similar law or the commencement of any bankruptcy
     or insolvency case or proceeding, or the filing by the Bank of a petition
     or answer or consent seeking reorganization or relief under any applicable
     United States federal or state law, or the consent by the Bank to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
     official of the Bank or of substantially all of the property of the Bank,
     or the making by the Bank of an assignment for the benefit of creditors, or
     the taking of corporate action by the Bank in furtherance of any such
     action.

If an Event of Default shall occur and be continuing, the holder of this Note
may declare the principal amount of, and accrued interest and premium, if any,
on, this Note due and payable immediately by written notice to the Bank. Upon
such declaration and notice, such principal amount (and premium, if any) and
accrued interest shall become immediately due and payable. Any Event of Default
with respect to this Note may be waived by the holder thereof.

This Note contains no limitation on the amount of senior debt, deposits or other
obligations that rank senior to this Note that may be hereafter incurred or
assumed by the Bank.

Miscellaneous
- -------------

Notwithstanding anything to the contrary contained herein, if this Note is
identified as a Discount Note on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the amount payable to the holder of this Note
in the event of redemption, repayment or acceleration of Maturity will be equal
to (i) the Amortized Face Amount (as defined below) as of the date of such
event, plus (ii) with respect to any redemption of this Note (other than as
provided above in the event that Additional Amounts are required to be paid by
the Bank with respect to this Note), the Initial Redemption Percentage specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) (as adjusted by the Annual Redemption Percentage Reduction specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), if any) minus 100% multiplied by the Issue Price specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement), net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price

                                       34



(or the net amount) proportionate to the portion of the unpaid principal amount
to be redeemed, plus (iii) any accrued interest to the date of such event the
payment of which would constitute qualified stated interest payments within the
meaning of U.S. Treasury Regulation 1. 1273-1 (c) under the Code. The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Note to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the date of
issue to the date of determination.

As used herein, "Business Day" means, unless otherwise specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), a day
which is both (i) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits)
in The City of New York, Glen Allen, Virginia, and London; and (ii) either (a)
if this is a Note denominated in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open
for general business (including dealings in foreign exchange and foreign
currency deposits) in the principal financial center of the country of the
relevant Specified Currency (if other than the City of New York or London) or
(b) if this is a Note denominated in euro, a day (other than a Saturday or a
Sunday) on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open. As used herein, "London Business Day" means
any day (other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments in London.

Any action by the holder of this Note shall bind all future holders of this
Note, and of any Note issued in exchange or substitution hereof or in place
hereof, in respect of anything done or permitted by the Bank or by the Paying
Agents in pursuance of such action.

In case any Note shall at any time become mutilated, defaced, destroyed, lost or
stolen, and such Note or evidence of the loss, theft or destruction thereof
satisfactory to the Bank and the Registrar or London Issuing Agent, as the case
may be, and such other documents or proof as may be required by the Bank and the
Registrar or London Issuing Agent, as the case may be, shall be delivered to the
Registrar or London Issuing Agent, as the case may be, the Registrar or London
Issuing Agent, as the case may be, shall issue a new Note of like tenor and
principal amount, having a serial number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Note or in lieu of the
Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen
Note, only upon receipt of evidence satisfactory to the Bank and the Registrar
or London Issuing Agent, as the case may be, that such Note was destroyed,
stolen or lost, and, if required, upon receipt of indemnity satisfactory to the
Bank and the Registrar or London Issuing Agent, as the case may be. Upon the
issuance of any substituted Note, the Bank may require the payment of a sum
sufficient to cover all expenses and reasonable charges connected with the
preparation and delivery of a new Note. If any Note which has matured or has
been redeemed or repaid or is about to mature or to be redeemed or repaid shall
become mutilated, defaced, destroyed, lost or stolen, the Bank may, instead of
issuing a substitute Note, pay or authorize the payment of the same (without
surrender thereof except in

                                       35



the case of a mutilated or defaced Note) upon compliance by the holder with the
provisions of this paragraph.

No recourse shall be had for the payment of principal of (and premium, if any)
or interest on, this Note for any claim based hereon, or otherwise in respect
hereof, against any shareholder, employee, agent, officer or director, as such,
past, present or future, of the Bank or of any successor organization, either
directly or through the Bank or any successor organization, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.

The Notes are issued in accordance with the Global Agency Agreement. The Notes,
and any receipts or interest coupons appertaining thereto, may be amended by the
Bank, and the Global Agency Agreement may be amended by the parties thereto, (i)
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained therein, (ii) to make any
further modifications of the terms of the Global Agency Agreement necessary or
desirable to allow for the issuance of any additional Notes (which modifications
shall not be materially adverse to holders of outstanding Notes) or (iii) in any
manner which the Bank (and, in the case of the Global Agency Agreement, the
parties thereto) may deem necessary or desirable and which shall not materially
adversely affect the interests of the holders of the Notes, or any receipts,
talons or interest coupons appertaining thereto, to all of which each holder of
Notes, receipts, talons or interest coupons shall, by acceptance thereof, be
deemed to have consented; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding Note
affected thereby, (1) change the Maturity Date with respect to any Note or
reduce or cancel the amount payable at Maturity; (2) reduce the amount payable
or modify the payment date for any interest with respect to any Note or vary the
method of calculating the rate of interest with respect to any Note; (3) reduce
any Minimum Interest Rate and/or Maximum Interest Rate with respect to any Note;
(4) modify the currency in which payments under any Note and/or any receipts,
coupons or talons appertaining thereto are to be made; (5) change the obligation
of the Bank to pay Additional Amounts with respect to Notes, receipts, talons or
coupons; or (6) reduce the percentage in principal amount of outstanding Notes
the consent of the holders of which is necessary to modify the provisions of the
Notes or to waive any future compliance or past default. Any instrument given by
or on behalf of any holder of a Note in connection with any consent to any such
modification, amendment or waiver shall be irrevocable once given and shall be
conclusive and binding on all subsequent holders of such Note. Any
modifications, amendments or waivers to this Agreement or the provisions of the
Notes, receipts, talons or coupons shall be conclusive and binding on all
holders of Notes, receipts, talons or coupons, whether or not notation of such
modifications, amendments or waivers is made upon the Notes, receipts, talons or
coupons. It will not be necessary for the consent of the holders of Notes to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.

No provision of this Note shall alter or impair the obligation of the Bank,
which is absolute and unconditional, to pay principal of (and premium, if any)
and interest on, and any Additional Amounts with respect to, this Note in the
Specified Currency indicated on the face hereof (or, as provided herein, in the
equivalent in U.S. dollars) at the times, places and rate herein prescribed.

                                       36



No service charge shall be made to a holder of this Note for any transfer or
exchange of this Note, but the Bank may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

If this Note is in registered form, prior to due presentment of this Note for
registration of transfer, the Bank, Domestic Paying Agent, Registrar, London
Paying Agent, Luxembourg Paying Agent, Transfer Agent and Listing Agent
(collectively, together with any successors thereto, the "Agents") or any agent
of the Bank or the Agents may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Bank, the Agents nor any such agent shall be affected
by notice to the contrary except as required by applicable law.

All notices to the Bank under this Note shall be in writing and addressed to the
Bank at Capital One Bank, 8000 Jones Branch Road, McLean, Virginia 22102, USA,
Attention: Treasurer; telephone: (703) 875-1000; and facsimile: (703) 875-1099
or to such other address of the Bank as the Bank may notify the holders of the
Notes.

                                       37



                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay
this Note (or portion hereof specified below) pursuant to its terms at a price
equal to 100% of the principal amount hereof to be repaid, together with accrued
and unpaid interest hereon, payable to the date of repayment, to the
undersigned, at
                -------------

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

For this Note to be repaid, the undersigned must give to the London Paying
Agent, if this Note is in bearer form, at 9 Thomas More Street, London, E1W 1YT
or, if this Note is in registered form, to the Domestic Paying Agent at The
Chase Manhattan Bank, 450 West 33rd Street, New York, New York 10001-2697,
United States of America, or to the London Paying Agent at its address, as the
case may be, or at such other place or places of which the Bank shall from time
to time notify the holders of the Notes not more than 60 days nor less than 30
days prior to the date of repayment, this Note (and, if this Note is in
definitive bearer form, all interest coupons appertaining hereto maturing after
the repayment date) 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 US$1,000, or equivalent
denominations in other currencies) which the holder elects to have repaid and
specify the denomination or denominations (which shall be an Authorized
Denomination specified on the face of the within Note) 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):


US$
   ------------------------                  -----------------------------------
                                             Signature
Dated:
       -------------------                   NOTICE: The signature on this
                                             "Option to Elect Repayment" form
                                             must correspond with the name as
                                             written upon the face of the within
                                             Note in every particular, without
                                             alteration or enlargement or any
                                             change whatsoever.


- -----------------------------------
      Signature Guarantee

NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee
medallion program), pursuant to
Rule 17Ad- 15 under the Securities
Exchange Act of 1934.

                                       38



                                   Schedule 1

                       SCHEDULE OF TRANSFERS AND EXCHANGES
                       -----------------------------------

The following increases and decreases in the principal amount of this Note have
been made:



                   Increase (Decrease) in
                   Principal Amount of this     Principal                   Notation made
                   Note Due to Transfer Among   Amount of this Note After   by or on
Date of Transfer   Global Notes                 Transfer                    behalf of the Bank
                                                                   

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

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

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

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


                                       39

                                                                   Exhibit 4.4.6


                          REGISTERED GLOBAL SENIOR NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY") TO
CAPITAL ONE BANK (THE "BANK") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON 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.

THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE 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.

SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED
GENERAL OBLIGATION OF CAPITAL ONE BANK (THE "BANK"). THE OBLIGATIONS EVIDENCED
BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED
OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.)
DEPOSITS, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE
LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.

THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000 AND INTEGRAL
MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN
THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF US$100,000 PRINCIPAL
AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT
ALL TIMES.

REGISTERED No. R-
                 -----------------
CUSIP No.:       14040EER9
                 ------------
ISIN No.:        US14040EER99
                 ------------
Common Code:     12446128

                                CAPITAL ONE BANK
                                GLOBAL BANK NOTE
                            (Registered Global Note)



ORIGINAL ISSUE DATE:    February 6, 2001       PRINCIPAL AMOUNT:  $1,250,000,000

                                               SPECIFIED CURRENCY:

MATURITY DATE:          February 1, 2006       [X] U.S. dollar

[X] FIXED RATE NOTE                            [ ] Other:

[ ] FLOATING RATE NOTE

CAPITAL ONE BANK, a bank organized under the laws of the Commonwealth of
Virginia (the "Bank"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal amount specified above as adjusted in
accordance with Schedule 1 hereto, on the Maturity Date specified above (except
to the extent redeemed or repaid prior to the Maturity Date) and to pay interest
thereon (i) in accordance with the provisions set forth on the reverse hereof
under the caption "Fixed Rate Interest Provisions," if this Note is designated
as a "Fixed Rate Note" above, or (ii) in accordance with the provisions set
forth on the reverse hereof under the caption "Floating Rate Interest
Provisions," if this Note is designated as a "Floating Rate Note" above, in each
case as such provisions may be modified or supplemented by the terms and
provisions set forth in the Pricing Supplement attached hereto (the "Pricing
Supplement"), and (to the extent that the payment of such interest shall be
legally enforceable) to pay interest at the Default Rate per annum specified in
the Pricing Supplement on any overdue principal and premium, if any, and on any
overdue installment or interest. If no Default Rate is specified in the Pricing
Supplement then the Default Rate shall be the Interest Rate specified in the
Pricing Supplement. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the person in whose
name this Note (or any predecessor Note) is registered at the close of business
on the fifteenth calendar day (whether or not a Business Day (as defined on the
reverse hereof)) next preceding the applicable Interest Payment Date (unless
otherwise specified in the Pricing Supplement) (each, a "Regular Record Date");
provided, however, that interest payable at Maturity (as defined on the reverse
hereof) will be payable to the person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the holder as of the close of business on such Regular Record
Date, and shall instead be payable to the person in whose name this Note (or any
predecessor Note) is registered at the close of business on a special record
date for the payment of such defaulted interest (the "Special Record Date") to
be fixed by the Registrar (as defined below), notice whereof shall be given by
the Registrar to the holder of this Note not less than 15 calendar days prior to
such Special Record Date.

This Note is one of a duly authorized issue of the Bank's notes due from 30 days
to 30 years or more from date of issue (the "Notes"). The Notes are issued in
accordance with the Global Agency Agreement, dated as of June 6, 2000 (the
"Global Agency Agreement"), among the Bank and The Chase Manhattan Bank as
paying agent (the "Domestic Paying Agent") and as registrar (the "Registrar"),
The Chase Manhattan Bank, London Branch, as paying agent (the "London Paying
Agent") and as issuing agent (the "London Issuing Agent") and Chase Manhattan
Bank Luxembourg S.A. as transfer agent (the "Transfer Agent"), as paying agent
(the "Luxembourg

                                       2



Paying Agent", together with the Domestic Paying Agent and the London Paying
Agent, the "Paying Agents", and individually, a "Paying Agent") and Kredietbank
S.A. Luxembourgeoise as listing agent (the "Listing Agent"). The terms Domestic
Paying Agent, Registrar, London Paying Agent, London Issuing Agent, Luxembourg
Paying Agent, Transfer Agent and Listing Agent shall include any additional or
successor agents appointed in such capacities by the Bank.

The Bank shall cause to be kept at the office of the Registrar designated below
a register (the register maintained in such office or any other office or agency
of the Registrar, herein referred to as the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Bank shall provide for
the registration of Notes issued in registered form and of transfers of such
Notes. The Bank has initially appointed The Chase Manhattan Bank, acting through
its principal office at 450 West 33rd Street, 15th Floor, New York, New York
10001, as "Registrar" for the purpose of registering Notes issued in registered
form and transfers of such Notes. The Bank reserves the right to rescind such
designation at any time, and to transfer such function to another bank or
financial institution.

The transfer of this Note is registrable in the Note Register, upon surrender of
the Note for registration of transfer at the office or agency of the Registrar
or any transfer agent maintained for that purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Registrar (or such transfer agent) duly executed by, the holder hereof or its
attorney duly authorized in writing.

Payment of principal of, and premium, if any, and interest on, this Note due at
Maturity will be made in immediately available funds upon presentation and
surrender of this Note at the office of a Paying Agent maintained for that
purpose; provided, that this Note is presented to such Paying Agent in time for
such Paying Agent to make such payment in accordance with its normal procedures.
Payments of interest an this Note (other than at Maturity) will be made by wire
transfer to such account as has been appropriately designated to a Paying Agent
by the person entitled to such payments.

Reference is made to the further provisions of this Note set forth on the
reverse hereof and in the Pricing Supplement, which further provisions shall for
all purposes have the same effect as if set forth at this place. In the event of
any conflict between the provisions contained herein or on the reverse hereof
and the provisions contained in the Pricing Supplement attached hereto, the
latter shall control. References herein to "this Note," "hereof," "herein" and
comparable terms shall include the Pricing Supplement attached hereto.

Unless the certificate of authentication hereon has been executed by the
Registrar, by manual signature of an authorized signatory, this Note shall not
be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to the conflicts of law principles
thereof.

                                       3



IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

                                               CAPITAL ONE BANK


                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

Dated:

REGISTRAR'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in
the within-mentioned Global Agency Agreement.

THE CHASE MANHATTAN BANK,
as Registrar


By:
   ---------------------
   Name:
   Title:

                                       4



PRICING SUPPLEMENT DATED FEBRUARY 1, 2001
(to be read in conjunction with the Offering Circular dated June 6, 2000)

                                Capital One Bank
               (a Bank Organized Pursuant to the Laws of Virginia)

                                Global Bank Notes

                      Fixed Rate Notes due February 1, 2006

This Pricing Supplement should be read in conjunction with the Offering
Circular, dated June 6, 2000 (the "Offering Circular"), relating to the
U.S.$5,000,000,000 Global Bank Note Program of Capital One Bank. Unless
otherwise defined herein, terms used herein shall have the meanings ascribed to
them in the Offering Circular.

DESCRIPTION OF THE NOTES

     1.   Specified Currency and Principal Amount: US $1,250,000,000

     2.   Senior or Subordinated: Senior

     3.   Original Issue Date: February 6, 2001

     4.   Stated Maturity Date: February 1, 2006

     5.   Issue Price: 99.640%

     6.   (a) Authorized Denomination(s): $100,000 and integral multiples of
          $1,000 in excess thereof

          (b)  Redenomination (Yes/No): No [If yes, give details]

     7.   Form of Note (Registered or Bearer): Registered

     8.   (a) Series Number: 3

          (b)  If forming part of an existing Series (Yes/No):
               No [If yes, give details]

     9.   Interest Period:

          [ ]  One Month

          [ ]  Three Months

          [X]  Six Months

          [ ]  Twelve Months

          [ ]  Other (Specify Number of Months):

     10.  Interest Payment Date(s): February 1 and August 1, commencing on
          August 1, 2001

                                       5



     11.  Record Dates (for Registered Notes with Maturities Greater than One
          Year): the January 17 and the July 17 preceding each Interest Payment
          Date

     12.  Exchange Rate Agent (Registered Notes and Dual Currency Notes):

     13.  Default Rate (if other than Interest Rate): % per annum

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

FIXED RATE NOTES

     14.  Interest Rate: 6.875% per annum

     15.  Day Count Convention:

          [X]  30/360 for the period from February 6, 2001 February 1, 2006

          [ ]  Actual/360 for the period from           to
                                              ---------    --------

          [ ]  Actual/Actual for the period from         to
                                                --------   --------

          [ ]  Other (specify convention and applicable period):

FLOATING RATE NOTES

     16.  Interest Rate Determination:

          [ ]  ISDA Rate

          [ ]  Reference Rate Determination

     17.  Calculation Agent, if not The Chase Manhattan Bank:

     18.  Maximum Interest Rate: % per annum

     19.  Minimum Interest Rate: % per annum

     20.  Day Count Convention:

          [ ]  30/360 for the period from           to
                                          ---------    ----------
          [ ]  Actual/360 for the period from           to
                                              ---------    ----------
          [ ]  Actual/Actual for the period from           to
                                                 ---------    ----------

          [ ]  Other (specify convention and applicable period):

     21.  Business Day Convention:

          [ ]  Floating Rate Convention

          [ ]  Following Business Day Convention

          [ ]  Modified Following Business Day Convention

          [ ]  Preceding Business Day Convention

          [ ]  Other (specify):

ISDA RATE

     22.  Margin: [+/-] % per annum

     23.  Floating Rate Option:

                                       6



     24.  Designated Maturity:

     25.  Reset Date:

REFERENCE RATE DETERMINATION

     26.  Initial Interest Rate:

     27.  Index Maturity:

     28.  Interest Rate Basis or Bases:

          If CMT Rate: Specified CMT Telerate Page:

                       Specified CMT Maturity Index:

          If EURIBOR:

          If LIBOR:    [ ]  LIBOR Telerate

                       [ ]  LIBOR Reuters

     29.  Index Currency:

     30.  Spread: [+/-] %

     31.  Spread Multiplier:

     32.  Initial Interest Reset Date:

     33.  Interest Determination Period:

     34.  Interest Reset Dates:

     35.  Interest Calculation:

          [ ]  Regular Floating Rate Note

          [ ]  Floating Rate/Fixed Rate Note

          Fixed Rate Commencement Date:

          Fixed Interest Rate: % per annum

          [ ]  Inverse Floating Rate Note:

          Fixed Interest Rate: % per annum

PROVISIONS REGARDING REDEMPTION/REPAYMENT

     36.  Initial Redemption Date:

     37.  Initial Redemption Percentage:

     38.  Annual Redemption Percentage Reduction:

     39.  Holder's Optional Repayment Date(s):

DISCOUNT NOTES (INCLUDING ZERO COUPON NOTES)

     40.  Discount Note (Yes/No):

          If Yes: Total Amount of OID:

          Yield to Maturity:

          Initial Accrual Period: %

                                       7



          Issue Price:

INDEXED NOTES

     41.  Index: [give details]

     42.  Formula:

     43.  Agent, if any, responsible for calculating the principal and/or
          interest payable:

     44.  Provisions where calculation by reference to Index and/or Formula is
          impossible or impracticable:

DUAL CURRENCY NOTES

     45.  Dual Currency Notes (Yes/No):

          If Yes: Face Amount:

          Face Amount Currency:

          Optional Payment Currency:

          Option Election Dates: [give details]

     46.  Designated Exchange Rate:

     47.  Option Value Calculation Agent:

     48.  Agent, if any, responsible for calculating the principal and/or
          interest payable:

INSTALLMENT NOTES

     49.  Additional provisions relating to Installment Notes:

PARTLY PAID NOTES

     50.  Additional provisions relating to Partly Paid Notes:

GENERAL PROVISIONS

     51.  Additional or different Paying Agents:

     52.  Additional or different Registrars:

     53.  Additional or different London Issuing Agents:

     54.  Additional or different Transfer Agents:

     55.  "Business Day" definition (if other than as defined in the Offering
          Circular):

     56.  Cost, if any, to be borne by Noteholders in connection with exchanges
          for Definitive Bearer Notes:

     57.  Talons for future Coupons or Receipts to be attached to Definitive
          Bearer Notes (Yes/No) and dates on which such Talons mature:

                         [If yes, give details]

     58.  Additional selling restrictions: [give details]

     59.  CUSIP: 14040EER9

          ISIN: US14040EER99

          Common Code: 12446128

                                       8



          Other (specify):

     60.  Details of additional/alternative clearance system approved by the
          Bank:

     61.  Notes to be listed (Yes/No): Yes

          If Yes, securities exchange(s): Luxembourg

     62.  Syndicated Issue (Yes/No): Yes

          If Yes, names of managers and details of relevant stabilizing manager,
          if any: Barclays Capital Inc. and Credit Suisse First Boston
          Corporation

     63.  Clearance System(s):

          [ ]  DTC only

          [ ]  Euroclear and Clearstream, Luxembourg only

          [X]  DTC, and Euroclear and Clearstream, Luxembourg through DTC

          [ ]  DTC, Euroclear and Clearstream, Luxembourg

          [ ]  Other:

     64.  Name(s) of relevant Distribution Agent(s): Barclays Capital Inc.,
          Credit Suisse First Boston Corporation, ABN AMRO Incorporated, Banc
          of America Securities LLC, Deutsche Banc Alex. Brown Inc. and Salomon
          Smith Barney Inc.

     65.  Other terms or special conditions:

     66.  Tax considerations:

     67.  Discount or Commission per Note: .350%

     68.  Selling Concession per Note: .200%

     69.  Reallowance per Note: .125%

                                       9



                                [Reverse of Note]

The Notes are issuable only in denominations of US$100,000 and integral
multiples of US$1,000 in excess thereof (or equivalent denominations in other
currencies, subject to any other statutory or regulatory minimums). This Note,
and any Note issued in exchange or substitution herefor or in place hereof, or
upon registration of transfer, exchange or partial redemption or repayment of
this Note, may be issued only in an Authorized Denomination specified in the
Pricing Supplement (or, if this Note is in definitive form, specified on the
face hereof).

Unless otherwise provided herein (or, if this Note is in global form, in the
Pricing Supplement), the principal of, and premium, if any, and interest on,
this Note are payable in the Specified Currency indicated on the face hereof
(or, if such Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued such Specified Currency as at the time of such payment
is legal tender for the payment of debts). If this Note is a DTC Global Note and
the Specified Currency indicated on the face hereof is other than U.S. dollars,
any such amounts paid by the Bank will be converted by The Chase Manhattan Bank,
as Exchange Rate Agent, or such other agent as may be specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof), which for these purposes shall act as currency exchange agent (the
"Exchange Rate Agent"), into U.S. dollars for payment to the holder of this
Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the
face hereof is other than the U.S. dollar, any U.S. dollar amount to be received
by the holder of this Note will be based on the Exchange Rate Agent's bid
quotation as of 11:00 a.m., London time, on the second day on which banks are
open for business in London, New York City and Glen Allen, Virginia, preceding
the applicable payment date, for the purchase of U.S. dollars with the Specified
Currency for settlement on such payment date of the aggregate amount of the
Specified Currency payable to all holders of Notes denominated other than in the
U.S. dollar scheduled to receive U.S. dollar payments. If such bid quotation is
not available, the Exchange Rate Agent will obtain a bid quotation from a
leading foreign exchange bank in London or New York City selected by the
Exchange Rate Agent for such purchase. If no such bids are available, payment of
the aggregate amount due to the holder of this Note on the payment date will be
made in the Specified Currency, subject to the other provisions of this Note
relating to payment in such Specified Currency. All currency exchange costs will
be borne by the holder of this Note by deductions from such payments. 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 upon the holder of this Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the
face hereof is other than the U.S. dollar, the holder of this Note may elect to
receive payment of principal (and premium, if any) and interest on this Note in
the Specified Currency indicated on the face hereof by submitting a written
notice to the Paying Agents prior to 5:00 pm, New York City time, on the fifth
Business Day following the applicable Record Date in the case of interest and
the tenth calendar day prior to the payment date for the payment of principal.
Such notice, which may be mailed or hand delivered or sent by cable, telex or
facsimile transmission, shall contain (i) the

                                       10



holder's election to receive all or a portion of such payment in the Specified
Currency on the relevant Interest Payment Date or Maturity, as the case may be,
and (ii) wire transfer instructions to an account denominated in the Specified
Currency with respect to any payment to be made in the Specified Currency. Any
such election made with respect to this Note by the holder will remain in effect
with respect to any further payments of principal of, and premium, if any, and
interest on this Note payable to the holder of this Note unless such election is
revoked on or prior to the fifth Business Day following the applicable Record
Date in the case of interest and the tenth calendar day prior to the payment
date for the payment of principal.

If (i) this Note is a DTC Global Note and the holder of this Note shall have
duly made an election to receive all or a portion of a payment of principal of,
and premium, if any, or interest on this Note in the Specified Currency
indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in
the case of (i) or (ii) in the event the Specified Currency indicated on the
face hereof has been replaced by another currency (a "Replacement Currency"),
any amount due pursuant to this Note may be repaid, at the option of the Bank,
in the Replacement Currency or in U.S. dollars, at a rate of exchange which
takes into account the conversion, at the rate prevailing on the most recent
date on which official conversion rates were quoted or set by the national
government or other authority responsible for issuing the Replacement Currency,
from the Specified Currency to the Replacement Currency and, if necessary, the
conversion of the Replacement Currency into U.S. dollars at the rate prevailing
on the date of such conversion.

If the Specified Currency indicated on the face hereof is other than the U.S.
dollar and (i) this Note is a DTC Global Note and the holder of this Note shall
have duly made an election to receive all or a portion of a payment of principal
of, and premium, if any, or interest on this Note in the Specified Currency
indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in
the case of (i) or (ii) if such Specified Currency is not available due to the
imposition of exchange controls or other circumstances beyond the control of the
Bank, the Bank will be entitled to satisfy its obligations to the holder of this
Note by making such payments of principal of (and premium, if any) or interest
on this Note in U.S. dollars until, in the sole discretion of the Bank, the
Specified Currency is again available. In such circumstances, the U.S. dollar
amount to be received by the holder of this Note will be made on the basis of
the most recently available bid quotation from a leading foreign exchange bank
in London or New York City selected by the Exchange Rate Agent, for the purchase
of U.S. dollars with the Specified Currency for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all holders of
Notes denominated other than in the U.S. dollar scheduled to receive U.S. dollar
payments. Any payment made under such circumstances in U.S. dollars, where the
payment is required to be made in the Specified Currency, will not constitute an
"Event of Default" with respect to this Note.

The Chase Manhattan Bank shall initially act as domestic paying agent (the
"Domestic Paying Agent") and the Bank has initially appointed The Chase
Manhattan Bank, London Branch, acting through its specified office in London as
London paying agent (the "London Paying Agent") and Chase Manhattan Bank
Luxembourg S.A. as Luxembourg paying agent (the "Luxembourg Paying Agent" and
together with the Domestic Paying Agent and the London Paying Agent, the "Paying
Agents," and each individually, a "Paying Agent," and such terms shall include
any additional or successor paying agents appointed pursuant to the Global
Agency Agreement (as defined on the face hereof)) in respect of the Notes. If
this Note is in registered form, this Note

                                       11



may be presented or surrendered for payment, and notices, designations or
requests in respect of payments with respect to this Note may be served, at the
office or agency of any Paying Agent maintained for that purpose. The Bank may
at any time rescind any designation of a Paying Agent, appoint any additional or
successor Paying Agents or approve a change in the office through which a Paying
Agent acts.

Subject to any fiscal or other laws and regulations applicable thereto in the
place of payment, payments on registered Notes to be made in a Specified
Currency other than the U.S. dollar and payments on bearer Notes will be made by
a check in the Specified Currency drawn on or by wire transfer to an account in
the Specified Currency (which, in the case of a payment in Yen to a non-resident
of Japan, shall be a non-resident account) maintained by the payee with a bank
(which, in the case of a payment in Yen to a non-resident of Japan, shall be an
authorized foreign exchange bank) in the Principal Financial Center of the
country of the Specified Currency, provided, however, that a check may not be
delivered to an address in, and an amount may not be transferred to an account
located in, the United States of America or its possessions by any office or
agency of the Bank or any Paying Agent.

Fixed Rate Interest Provisions
- ------------------------------

If this Note is designated as a "Fixed Rate Note" on the face hereof, the Bank
will pay interest on each Interest Payment Date specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof) and on the Maturity Date or any Redemption Date (as defined below) or
Holder's Optional Repayment Date (as defined below) (each such Maturity Date,
Redemption Date and Holder's Optional Repayment Date and the date on which the
principal or an installment of principal is due and payable by declaration of
acceleration as provided herein being hereinafter referred to as a "Maturity"
with respect to the principal repayable on such date), commencing on the first
Interest Payment Date next succeeding the Original Issue Date specified on the
face hereof (or if the Original Issue Date is between a Record Date and the
Interest Payment Date immediately following such Record Date, on the Second
Interest Payment Date following the Original Issue Date), at the Interest Rate
per annum specified in the Pricing Supplement (or, if this Note is in definitive
form, specified on the face hereof), until the principal hereof is paid or duly
made available for payment.

Payments of interest hereon will include interest accrued from and including the
most recent Interest Payment Date to which interest on this Note (or any
predecessor Note) has been paid or duly provided for (or, if no interest has
been paid or duly provided for, from and including the Original Issue Date) to
but excluding the relevant Interest Payment Date or Maturity, as the case may
be. Unless otherwise specified in the Pricing Supplement (or, if this note is in
definitive form, on the face hereof), if the Maturity Date specified on the face
hereof falls more than one year from the Original Issue Date, interest payments
for this Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. Unless otherwise specified in the Pricing Supplement (or,
if this Note is in definitive form, on the face hereof) if the Maturity Date
specified on the face hereof falls one year or less from the Original Issue
Date, interest payments for this Note shall be computed and paid on the basis of
the actual number of days in the year divided by 360.

                                       12



Unless otherwise provided herein, if any Interest Payment Date or the Maturity
of this Note falls on a day which is not a Business Day, the related payment of
principal of, or premium, if any, or interest on, this Note shall be made on the
next succeeding Business Day with the same force and effect as if made on the
date such payments were due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or the
Maturity, as the case may be.

Floating Rate Interest Provisions
- ---------------------------------

If this Note is designated as a "Floating Rate Note" on the face hereof, the
Bank will pay interest on each Interest Payment Date specified in the Pricing
Supplement (or, if this Note is in definitive form specified on the face hereof)
and at Maturity, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified on the face hereof (or, if the Original Issue
Date is between a Record Date and the Interest Payment Date immediately
following such Record Date, on the second Interest Payment Date following the
Original Issue Date), at a rate per annum determined in accordance with the
provisions hereof (and, if this Note is in global form, in accordance with the
Pricing Supplement), until the principal hereof is paid or duly made available
for payment.

Payments of interest hereon will include interest accrued from and including the
most recent Interest Payment Date to which interest on this Note (or any
predecessor Note) has been paid or duly provided for (or, if no interest has
been paid or duly provided for, from and including the Original Issue Date) to
but excluding the relevant Interest Payment Date or Maturity, as the case may be
(each such period, an "Interest Period").

Unless otherwise specified herein (or, if this Note is in global form, in the
Pricing Supplement), if any Interest Payment Date (or other date which is
subject to adjustment in accordance with a Business Day Convention specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement))
in respect of this Note (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day, then, if the Business Day
Convention specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement) is:

     (1)  the "Floating Rate Convention," such Interest Payment Date (or other
          date) shall be postponed to the next succeeding day which is a
          Business Day unless it would thereby fall into the next succeeding
          calendar month, in which event (A) such Interest Payment Date (or
          other date) shall be brought forward to the next preceding Business
          Day and (B) each subsequent Interest Payment Date (or other date)
          shall be the last Business Day in the month which falls the number of
          months or other period specified as the Interest Payment Period on the
          face hereof after the preceding applicable Interest Payment Date (or
          other date) occurred; or

     (2)  the "Following Business Day Convention," such Interest Payment Date
          (or other date) shall be postponed to the next succeeding day which is
          a Business Day; or

     (3)  the "Modified Following Business Day Convention," such Interest
          Payment Date (or other date) shall be postponed to the next succeeding
          day that is a Business Day unless it would thereby fall into the next
          succeeding calendar month, in

                                       13



          which event such Interest Payment Date (or other date) shall be
          brought forward to the next preceding Business Day; or

     (4)  the "Preceding Business Day Convention," such Interest Payment Date
          (or other date) shall be brought forward to the next preceding
          Business Day.

If the Maturity of this Note falls on a day that is not a Business Day, the
related payment of principal of (and premium, if any) and interest on, this Note
will 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 on the
amount so payable for the period from and after such Maturity.

If "ISDA Rate" is specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement) in connection with the determination of the
rate of interest on this Note, the rate of interest on this Note for each
Interest Period will be the relevant ISDA Rate (as defined below) plus or minus
the Margin, if any, specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement). Unless otherwise specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), "ISDA Rate"
means, with respect to any Interest Period, the rate equal to the Floating Rate
that would be determined by the Calculation Agent or other person specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement)
pursuant to an interest rate swap transaction if the Calculation Agent or that
other person were acting as calculation agent for that swap transaction in
accordance with the terms of an agreement in the form of the Interest Rate and
Currency Exchange Agreement published by the International Swaps and Derivatives
Association, Inc. (the "ISDA Agreement") and evidenced by a Confirmation (as
defined in the ISDA Agreement) incorporating the ISDA Definitions (as defined
below) and under which:

     (A)  the Floating Rate Option is as specified on the face hereof (or, if
          this Note is in global form, in the Pricing Supplement);

     (B)  the Designated Maturity is the period specified on the face hereof
          (or, if this Note is in global form, in the Pricing Supplement), and

     (C)  the relevant Reset Date is either (i) if the applicable Floating Rate
          Option is based on the London inter-bank offered rate for a currency
          or on the Euro-zone inter-bank offered rate ("EURIBOR") for a
          currency, the first day of that Interest Period or (ii) in any other
          case, as specified on the face hereof (or, if this Note is in global
          form, in the Pricing Supplement).

As used in this paragraph, "Floating Rate," "Calculation Agent," "Floating Rate
Option," "Designated Maturity," and "Reset Date" have the meanings ascribed to
those terms in the ISDA Definitions.

If "Reference Rate Determination" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) in connection with the
determination of the rate of interest on this Note, this Note will bear interest
at a rate per annum equal to the Initial Interest Rate specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) until the
Initial Interest Reset Date specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) and thereafter at a rate per annum
determined as follows:

                                       14



1. If this Note is designated as a "Regular Floating Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) or if no
designation is made for Interest Calculation on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), then, except as described
below (or, if this Note is in global form, in the Pricing Supplement), this Note
shall bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement) (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face hereof (or,
if this Note is in global form, in the Pricing Supplement); provided, however,
that the interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.

2. If this Note is designated as a "Floating Rate/Fixed Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), then,
except as described below (or, if this Note is in global form, in the Pricing
Supplement), this Note shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis or Bases specified on the face hereof (or,
if this Note is in global form, in the Pricing Supplement) (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the face
hereof (or, if this Note is in global form, in the Pricing Supplement).
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement);
provided, however, that (i) the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate and (ii) the interest rate in effect commencing on, and including,
the Fixed Rate Commencement Date specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement) to the Maturity Date shall be the
Fixed Interest Rate, if such a rate is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), or if no such Fixed Interest
Rate is so specified, the interest rate in effect hereon on the Business Day
immediately preceding the Fixed Rate Commencement Date.

3. If this Note is designated as an "Inverse Floating Rate Note" on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), then,
except as described below (or, if this Note is in global form, in the Pricing
Supplement), this Note shall bear interest equal to the Fixed Interest Rate
indicated on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) minus the rate determined by reference to the applicable Interest
Rate Basis or Bases specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement) (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof (or, if this
Note is in global form, in the Pricing Supplement); provided, however, that,
unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the interest rate hereon will not be less than
zero percent. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest Rate Reset
Date specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement); provided, however, that the interest rate in effect for the
period from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate.

                                       15



Except as provided above, if "Reference Rate Determination" is specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement) in
connection with the determination of the rate of interest on this Note, the
interest rate in effect on each day shall be (a) if such day is an Interest
Reset Date, the interest rate determined as of the Interest Reset Determination
Date (as defined below) immediately preceding such Interest Reset Date or (b) if
such day is not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the next preceding Interest
Reset Date. Each Interest Rate Basis shall be the rate determined in accordance
with the applicable provision below. If any Interest Reset Date (which term
includes the term Initial Interest Reset Date unless the context otherwise
requires) would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be adjusted in accordance with the Business Day Convention
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement).

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the "Interest Determination Date" with respect
to the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate,
the J.J. Kenny Rate, and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate will be the last working day
of the month immediately preceding each Interest Reset Date on which the Federal
Home Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the
Index (as defined below); the "Interest Determination Date" with respect to
EURIBOR will be the second day on which the TARGET system is open immediately
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to LIBOR shall be the second London Banking Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which the related
Interest Reset Date falls on which day Treasury Bills (as defined below) are
normally auctioned (Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that 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 related Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Reset Date, then the
Interest Reset Date shall instead be the first Business Day following such
auction. If the interest rate of this Note is determined with reference to two
or more Interest Rate Bases as specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement), the Interest Determination Date
pertaining to this Note will be the latest Business Day which is at least two
Business Days prior to such Interest Reset Date on which each Interest Rate
Basis is determinable. Each Interest Rate Basis shall be determined on such
date, and the applicable interest rate shall take effect on the Interest Reset
Date.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD
- ------------------------
Rate, as specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement), 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 (or, if this Note is in
global form, in the Pricing Supplement) as published in H.15(519) (as defined
below) under the heading "CDs (Secondary Market)". In the event that such rate
is not so published prior to 3:00 p.m., New York City time, on the Calculation
Date pertaining to such CD Rate Interest Determination Date,

                                       16



the CD Rate will be the rate on such CD Rate Interest Determination Date for
certificates of deposit having the Index Maturity specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement) as published in
H.15 Daily Update (as defined below), or another recognized electronic source
used for the purpose of displaying that rate, under the heading "CDs (secondary
market)". If such rate is published neither in H.15(519) nor in H.15 Daily
Update or another recognized electronic source by 3:00 p.m., New York City time,
on such Calculation Date, the CD Rate for such CD Rate Interest Determination
Date will be calculated by the Calculation Agent 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 nonbank dealers of
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
certificates of deposit with a remaining maturity closest to the Index Maturity
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) in an amount that is representative for a single transaction in that
market at that time; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate determined on such CD Rate Interest Determination Date
will be the CD Rate in effect on such 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
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.

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

(i) If "CMT Telerate Page 7051" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the yield for United
States Treasury securities at "constant maturity" having the Index Maturity
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) as set forth in H.15(519) under the caption "Treasury Constant
Maturities," as such yield is displayed on Telerate, Inc. (or any successor
service) on page 7051 (or any other page as may replace such page on such
service) ("Telerate Page 7051") for such CMT Rate Interest Determination Date.
If such rate does not appear on Telerate Page 7051, the CMT Rate on such CMT
Rate Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities at "constant maturity" having the Index
Maturity and for such CMT Rate Interest Determination Date as set forth in
H.15(519) under the caption "Treasury Constant Maturities". If such rate does
not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date shall be the rate for the period of the Index Maturity as may then be
published by either the Board of Governors of the Federal Reserve System 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). If the Board of

                                       17



Governors of the Federal Reserve System or the United States Department of the
Treasury does not publish a yield on United States Treasury securities at
"constant maturity" having the Index Maturity for such CMT Rate Interest
Determination Date, the CMT Rate on such CMT Rate Interest Determination Date
shall be calculated by the Calculation Agent and shall be 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 such CMT Rate 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 such Reference Dealers 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 Index Maturity, a remaining term to
maturity no more than 1 year shorter than the Index Maturity and in a principal
amount that is representative for a single transaction in such securities in
such market at such time. If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such CMT Rate Interest Determination Date
shall be based on the arithmetic mean of the bid prices obtained and neither the
highest nor lowest of such quotations shall be eliminated. If fewer than three
prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date shall be calculated by the Calculation Agent and shall be 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 such CMT Rate
Interest Determination Date of three Reference Dealers selected by the
Calculation Agent (from five such Reference Dealers 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 Index Maturity, a
remaining term to maturity closest to the Index Maturity and in a principal
amount that is representative for a single transaction in such securities in
such market at such time. If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such CMT Rate Interest Determination Date
shall be based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotations shall be eliminated; provided,
however, that if fewer than three such prices are provided as requested, the CMT
Rate determined as of such CMT Rate Interest Determination Date shall be the CMT
Rate in effect on such CMT Rate Interest Determination Date. If two such United
States Treasury securities with an original maturity greater than the Index
Maturity have remaining terms to maturity equally close to the Index Maturity,
the quotes for the Treasury security with the shorter original term to maturity
will be used.

(ii) If "CMT Telerate Page 7052" is specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), average yield for United States Treasury securities
at "constant maturity" having the Index Maturity specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement) as set forth in
H.15(519) opposite the caption "Treasury Constant Maturities," as such yield is
displayed on Telerate, Inc. (or any successor service) on page 7052 (or any
other page as may replace such page on such service ) ("Telerate Page 7052") for
the week or month, as applicable, ended immediately preceding the week or month,
as applicable, in which such CMT Rate Interest Determination Date falls. If such
rate does not appear on the Telerate Page 7052, the CMT Rate on such CMT Rate
Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on

                                       18



the face hereof (or, if this Note is in global form, in the Pricing Supplement),
average yield for United States Treasury securities at "constant maturity"
having the Index Maturity and for the week or month, as applicable, preceding
such CMT Rate Interest Determination Date as set forth in H.15(519) opposite the
caption "Treasury Constant Maturities". If such rate does not appear in
H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be
the one-week or one-month, as specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement), average yield for United States
Treasury securities at "constant maturity" having the 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 such CMT Rate Interest Determination Date falls. If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), average yield on United States Treasury securities at "constant
maturity" having the Index Maturity for the applicable week or month, the CMT
Rate on such CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be 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 such CMT Rate Interest Determination Date of three Reference Dealers
selected by the Calculation Agent (from five such Reference Dealers 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 Index Maturity, a remaining term to maturity of no more than 1 year
shorter than the Index Maturity and in a principal amount that is representative
for a single transaction in such securities in such market at such time. If
fewer than five but more than two such prices are provided as requested, the CMT
Rate on such CMT Rate Interest Determination Date shall be based on the
arithmetic mean of the bid prices obtained and neither the highest nor lowest of
such quotations shall be eliminated. If fewer than three prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be 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 such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent (from five such Reference
Dealers and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for United States Treasury securities with an original maturity
longer than the Index Maturity, a remaining term to maturity closest to the
Index Maturity and in a principal amount that is representative for a single
transaction in such securities in such market at such time. If fewer than five
but more than two such prices are provided as requested, the CMT Rate on such
CMT Rate Interest Determination Date shall be based on the arithmetic mean of
the bid prices obtained and neither the highest nor lowest of such quotations
shall be eliminated; provided, however, that if fewer than three such prices are
provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date shall be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two United States Treasury securities with an original
maturity greater than the Index Maturity have remaining terms to maturity
equally close to the Index Maturity, the quotes for the Treasury security with
the shorter original term to maturity will be used.

Determination of Commercial Paper Rate. If an Interest Rate Basis for this Note
- --------------------------------------
is the Commercial Paper Rate, as specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement), the Commercial Paper Rate shall
be determined as of the applicable

                                       19



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 specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement) 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 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 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.

Determination of Eleventh District Cost of Funds Rate. If an Interest Rate Basis
- -----------------------------------------------------
for this Note is the Eleventh District Cost of Funds Rate, as specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 Telerate Page 7058 (as defined below)
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 the related Eleventh District Cost of Funds Rate Interest Determination
Date, the Eleventh District Cost of Funds Rate for 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 the
date of such announcement. If the FHLB of San Francisco fails to

                                       20



announce such rate for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date, then the Eleventh
District Cost of Funds Rate determined as of such Eleventh District Cost of
Funds Rate Interest Determination Date shall be the Eleventh District Cost of
Funds Rate in effect on such Eleventh District Cost of Funds Rate Interest
Determination Date.

"Telerate Page 7058" means the display designated as page "7058" on the Bridge
Telerate Service (or such other page as may replace the 7058 page on that
service for the purpose of displaying the monthly weighted average costs of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District).

Determination of EURIBOR. If an Interest Rate Basis for this Note is EURIBOR, as
- ------------------------
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), EURIBOR shall be determined as of the applicable Interest
Determination Date (a "EURIBOR Interest Determination Date"), in accordance with
the following provisions:

(i)  With respect to any EURIBOR Interest Determination Date, EURIBOR will be:

          (a) the rate for deposits in euro as sponsored, calculated and
     published jointly by the European Banking Federation and ACI--The Financial
     Market Association, or any company established by the joint sponsors for
     purposes of compiling and publishing those rates, having the Index Maturity
     specified on the face hereof (or if this Note is in global form, in the
     Pricing Supplement), commencing on the applicable Interest Reset Date, as
     that rate appears on Telerate, Inc., or any successor service, on page 248
     (or any other page as may replace such page on such service) ("Telerate
     Page 248") as of 11:00 a.m., Brussels time, on the applicable EURIBOR
     Interest Determination Date.

          (b) if the rate referred to in clause (a) above does not appear on
     Telerate Page 248, or is not so published by 11:00 a.m., Brussels time, on
     the applicable EURIBOR Interest Determination Date, the rate calculated by
     the Calculation Agent as the arithmetic mean of at least two quotations
     obtained by the Calculation Agent after requesting the principal Euro-zone
     (as defined hereinafter) offices of four major banks in the Euro-zone
     interbank market, in the European interbank market, to provide the
     Calculation Agent with its offered quotation for deposits in euro for the
     period of the Index Maturity designated on the face hereof (or if this Note
     is in global form, in the Pricing Supplement), commencing on the applicable
     Interest Reset Date, to prime banks in the Euro-zone interbank market at
     approximately 11:00 a.m., Brussels time, on the applicable EURIBOR Interest
     Determination Date and in a principal amount not less than the equivalent
     of U.S.$1,000,000 in euro that is representative for a single transaction
     in euro in such market at such time.

          (c) if fewer than two quotations referred to in clause (b) above are
     provided, EURIBOR for such EURIBOR Interest Determination Date will be
     calculated by the Calculation Agent and will be the arithmetic mean of the
     rates quoted at approximately 11:00 a.m., Brussels time, on such EURIBOR
     Interest Determination Date by four major banks in the Eurozone for loans
     in euro to leading European banks, having the Index Maturity designated on
     the face hereof (or if this Note is in global form, in the Pricing

                                       21



     Supplement), commencing on the applicable Interest Reset Date and in
     principal amount not less than the equivalent of U.S.$1,000,000 in euro
     that is representative for a single transaction in euro in such market at
     such time.

          (d) if the banks so selected by the Calculation Agent are not quoting
     as mentioned in clause (c) above, EURIBOR determined as of such EURIBOR
     Interest Determination Date shall be EURIBOR in effect on such EURIBOR
     Interest Determination Date.

     "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.

Determination of Federal Funds Rate. If an Interest Rate Basis for this Note is
- -----------------------------------
the Federal Funds Rate, as specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement), 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.

Determination of J.J. Kenny Rate. If an Interest Rate Basis for this Note is the
- --------------------------------
J.J. Kenny Rate, as specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the J.J. Kenny Rate shall be determined as of
the applicable Interest Determination Date (a "J.J. Kenny Interest Determination
Date") as the rate in the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index Maturity is, and shall be, based upon 30-day yield
evaluations at par of bonds, the interest of which is exempt from Federal income
taxation under the Internal Revenue Code of 1986, as amended (the "Code"), of
not less than five high grade component issuers selected by Kenny which shall
include, without limitation, issuers of general obligation bonds. The specific
issuers included among the component issuers may be changed

                                       22



from time to time by Kenny in its discretion. The bonds on which the Weekly
Index is based shall not include any bonds on which the interest is subject to a
minimum tax or similar tax under the Code, unless all tax-exempt bonds are
subject to such tax. In the event Kenny ceases to make available such Weekly
Index, a successor indexing agent will be selected by the Calculation Agent,
such index to reflect the prevailing rate for bonds rated in the highest
short-term rating category by Moody's Investors Service, Inc. and Standard &
Poor's Ratings Group in respect of issuers most closely resembling the high
grade component issuers selected by Kenny for its Weekly Index, the interest on
which is (i) variable on a weekly basis, (ii) exempt from Federal income
taxation under the Code, and (iii) not subject to a minimum tax or similar tax
under the Code, unless all tax-exempt bonds are subject to such tax. If such
successor indexing agent is not available, the rate for any J.J. Kenny Interest
Determination Date shall be 67% of the rate determined if the Treasury Rate
option had been originally selected.

Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR, as
- ----------------------
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), 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) if "LIBOR Telerate" is specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement) or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for calculating LIBOR,
LIBOR will be the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), commencing on such Interest Reset Date, that appears
on the Designated LIBOR Page (as defined hereinafter) 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 (unless
the Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the Designated LIBOR
Currency having the Index Maturity, 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 defined hereinafter) 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 shall be determined in accordance with the
provisions described in clause (ii) below.

(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 shall 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, 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

                                       23



Financial Center, on such LIBOR Interest Determination Date by three major banks
in such Principal Financial Center (as defined hereafter) selected by the
Calculation Agent for loans in the Designated LIBOR Currency to leading European
banks, having the Index Maturity 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 shall be LIBOR in effect
on such LIBOR Interest Determination Date.

"Designated LIBOR Currency" means the currency specified on the face hereof (or,
if this Note is in global form, in the Pricing Supplement) as to which LIBOR
shall be calculated or, if no such currency is specified on the face hereof (or,
if this Note is in global form, in the Pricing Supplement), United States
dollars.

"Designated LIBOR Page" means (a) 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, or (b) 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.

"Principal Financial Center" means the capital city of the country to which the
Designated LIBOR Currency relates except that with respect to United States
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Italian lire, Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Sydney, Toronto,
Frankfurt, Amsterdam, Milan, London (solely in the case of the Designated LIBOR
Currency), Johannesburg and Zurich, respectively.

"London Banking Day" means any day (other than a Saturday or Sunday) on which
dealings in deposits in the Index Currency are transacted in the London
interbank market.

Determination of Prime Rate. If an Interest Rate Basis for this Note is the
- ---------------------------
Prime Rate, as specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), 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 hereinafter) as such
bank's prime rate or base lending rate as of 11:00 a.m., New York City time, on
such Prime Rate Interest Determination Date. If fewer than

                                       24



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.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the
- ------------------------------
Treasury Rate, as specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), 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 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 hereinafter) 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." If such rate is not so published in
H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time, on the related Calculation Date, the Treasury Rate on such Treasury
Rate Interest Determination Date shall be 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 such auction rate is not so announced by the United
States Department of the Treasury on such Calculation Date, or if no such
Auction is held, then the Treasury Rate on such Treasury Rate Interest
Determination Date shall be the Bond Equivalent Yield of the rate on such
Treasury Rate Interest Determination Date of Treasury Bills having the Index
Maturity 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 by 3:00
p.m., New York City time, on the related Calculation Date, then the Treasury
Rate on such Treasury Rate Interest Determination Date shall be calculated by
the Calculation Agent and shall 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 leading
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

                                       25



Maturity; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as 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 and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), accrued interest hereon shall be an amount
calculated by multiplying the face 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 period for which accrued interest is being
calculated. Unless otherwise specified on the face hereof (or, if this Note is
in global form, in the Pricing Supplement), the interest factor for each such
day shall be computed and paid on the basis of a 360-day year of twelve 30-day
months if the Day Count Convention specified on the face hereof (or, if this
Note is in global form, in the Pricing Supplement) is "30/360" for the period
specified thereunder, or by dividing the applicable per annum interest rate by
360 if the Day Count Convention specified on the face hereof (or, if this Note
is in global form, in the Pricing Supplement) is "Actual/360" for the period
specified thereunder, or by dividing the applicable per annum interest rate by
the actual number of days in the year if the Day Count Convention specified on
the face hereof (or, if this Note is in global form, in the Pricing Supplement)
is "Actual/Actual" for the period specified thereunder. If no Day Count
Convention is specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement), the interest factor for each day in the relevant
Interest Period shall be computed, if an Interest Rate Basis specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement) is
the CMT Rate, EURIBOR, or Treasury Rate or if the Specified Currency indicated
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) is Sterling, as if "Actual/Actual" had been specified thereon and,
in all other cases, as if "Actual/360" had been specified thereon. Unless
otherwise specified on the face hereof (or, if this Note is in global form, in
the Pricing Supplement), if interest on this Note is to be calculated with
reference to two or more Interest Rate Bases as specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), the interest
factor will be calculated in each period in the same manner as if only one of
the applicable Interest Rate Bases applied.

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), if "Reference Rate Determination" is specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) in connection with the determination of the rate of interest on this
Note, the "Calculation Date," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest

                                       26



Determination Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the applicable
Interest Payment Date or Maturity Date, as the case may be. All calculations in
respect of determining the interest rate applicable to this Note (other than any
calculations made by the Exchange Rate Agent) shall be made by the Calculation
Agent specified on the face hereof (or, if this Note is in global form, the
Pricing Supplement) or such successor thereto as is duly appointed by the Bank.
The determination of any interest rate by the Calculation Agent shall, in the
absence of manifest error, be conclusive for all purposes and binding upon the
holder hereof.

All percentages resulting from any calculation on this Note would be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
0.09876545) would be rounded to 9.87655% (or 0.0987655%) and 9.876544% (or
0.09876544) would be rounded to 987654% (or 0.0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
or, if the Specified Currency is other than dollars, to the nearest unit (with
one-half cent or unit being rounded upward).

At the request of the holder hereof, the Calculation Agent shall provide to the
holder hereof the interest rate hereon then in effect and, if determined, the
interest rate which shall become effective for the next Interest 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, specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement). In addition to any Maximum Interest Rate applicable hereto
pursuant to the above provisions, 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.

Redemption at the Option of the Bank
- ------------------------------------

Unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), this Note will not be subject to any sinking
fund. This Note may be redeemed by the Bank either in whole or in part on and
after the Initial Redemption Date, if any, specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). If no Initial
Redemption Date is specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), this Note may not be redeemed prior to the
Maturity Date except as provided below in the event that any Additional Amounts
(as defined below) are required to be paid by the Bank with respect to this
Note. On and after the Initial Redemption Date, if any, this Note may be
redeemed in increments of US$1,000 (or, if the Specified Currency indicated on
the face hereof is other than the United States dollar, in such Authorized
Denominations specified on the face hereof (or, if this Note is in global form,
in the Pricing Supplement)) at the option of the Bank at the applicable
Redemption Price (as defined below) together with unpaid interest accrued hereon
at the applicable rate borne by this Note to the date of redemption (each such
date, a "Redemption Date"), on written notice given by or on behalf of the Bank
not more than 60 nor less than 30 calendar days prior to the Redemption Date
(unless otherwise specified on the face hereof (or, if this Note is in global
form, in the Pricing Supplement)); provided, however, that, in the event of
redemption of this Note in part only, the unredeemed portion

                                       27



thereof shall be an Authorized Denomination specified on the face hereof (or, if
this Note is in global form, in the Pricing Supplement). In the event of
redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the surrender of
this Note, or, where applicable, an appropriate notation will be made on the
schedule attached hereto for such notations.

The "Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Initial Redemption Date specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement) by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof
(or, if this Note is in global form, in the Pricing Supplement), of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.

Repayment at the Option of the Holder
- -------------------------------------

This Note may be subject to repayment at the option of the holder hereof in
accordance with the terms hereof on any Holder's Optional Repayment Date(s), if
any, specified on the face hereof (or, if this Note is in global form, in the
Pricing Supplement). If no Holder's Optional Repayment Date is specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement),
this Note will not be repayable at the option of the holder hereof prior to the
Maturity Date. On any Holder's Optional Repayment Date, this Note will be
repayable in whole or in part in increments of US$1,000 (or, if the Specified
Currency indicated on the face hereof is other than the U.S. dollar, in such
Authorized Denominations specified on the face hereof (or, if this Note is in
global form, in the Pricing Supplement)) at the option of the holder hereof at
the repayment price equal to 100% of the principal amount to be repaid, together
with accrued and unpaid interest hereon payable to the date of repayment;
provided, however, that, in the event of repayment of this Note in part only,
the unrepaid portion hereof shall be an Authorized Denomination specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement). For
this Note to be repaid in whole or in part at the option of the holder hereof on
a Holder's Optional Repayment Date, this Note must be delivered, with the form
entitled "Option to Elect Repayment" attached hereto duly completed, to the
Domestic Paying Agent or the London Paying Agent (as appropriate in accordance
with such attached form) at the address set forth on such form or at such other
address which the Bank shall from time to time notify the holders of the Notes
not more than 60 nor less than 30 days prior to such Holder's Optional Repayment
Date. In the event of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the holder hereof upon
the surrender hereof, or, where applicable, an appropriate notation will be made
on the schedule attached hereto for such notations. Exercise of such repayment
option by the holder hereof shall be irrevocable.

Additional Amounts
- ------------------

All payments of principal (and premium, if any) and interest with respect to
this Note will be made without withholding or deduction at source for, or on
account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by the United States
or any political subdivision or taxing authority thereof or therein, unless such

                                       28



withholding or deduction is required by (i) the laws (or any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (ii) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in the United States or
any political subdivision thereof). If a withholding or deduction at source is
required, the Bank will (subject to certain limitations and exceptions set forth
below) pay to the holder hereof on behalf of an owner of a beneficial interest
herein (an "Owner") who is a United States Alien (as defined below) such
additional amounts ("Additional Amounts") as may be necessary so that every net
payment of principal (and premium, if any) or interest made to the holder hereof
on behalf of such Owner, after such withholding or deduction, will not be less
than the amount provided for in this Note with respect to such Owner's interest;
provided, however, that the Bank shall not be required to make any payment of
Additional Amounts for or on account of:

          (a) any tax, fee, duty, assessment or other governmental charge which
     would not have been imposed but for (i) the existence of any present or
     former connection between such Owner (or between a fiduciary, settlor,
     beneficiary, member or shareholder of, or possessor of a power over, such
     Owner, if such Owner is an estate, trust, partnership or corporation) and
     the United States, including, without limitation, such Owner (or such
     fiduciary, settlor, beneficiary, member, shareholder or possessor) being or
     having been a citizen or resident thereof or being or having been present
     or engaged in trade or business therein or having had a permanent
     establishment therein, or (ii) the presentation of this Note for payment on
     a date more than 15 days after the date on which such payment became due
     and payable or the date on which payment thereof is duly provided for,
     whichever occurs later;

          (b) any estate, inheritance, gift, sales, transfer, personal property
     or similar tax, assessment or other governmental charge;

          (c) any tax, fee, duty, assessment or other governmental charge
     imposed by reason of such Owner's past or present status as a personal
     holding company, foreign personal holding company, passive foreign
     investment company or controlled foreign corporation with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax;

          (d) any tax, fee, duty, assessment or other governmental charge which
     is payable otherwise than by withholding from payments of principal or
     interest with respect to this Note;

          (e) any tax, fee, duty, assessment or other governmental charge
     imposed on interest received by anyone who owns (actually or
     constructively) 10% or more of the total combined voting power of all
     classes of stock of the Bank;

          (f) any tax, fee, duty, assessment or other governmental charge
     required to be withheld by any Paying Agent from any payment of principal
     (and premium, if any) or interest with respect to this Note, if such
     payment can be made without such withholding by any other Paying Agent with
     respect to this Note;

                                       29



          (g) any tax, fee, duty, assessment or other governmental charge which
     would not have been imposed but for the failure to comply with
     certification, information or other reporting requirements concerning the
     nationality, residence, identity or connection with the United States of
     the holder hereof or of such Owner, if such compliance is required by
     statute or by regulation of the United States Treasury Department as a
     precondition to relief or exemption from such tax, assessment or other
     governmental charge; or

          (h) any combination of items (a), (b), (c), (d), (e), (f) and (g);

nor shall Additional Amounts be paid to any holder of this Note on behalf of any
Owner who is a fiduciary or partnership or other than the sole Owner to the
extent a beneficiary or settlor with respect to such fiduciary or a member of
such partnership or Owner would not have been entitled to payment of the
Additional Amounts had such beneficiary, settlor, member or Owner been the sole
Owner of this Note.

As used herein, the term "United States Alien" means any corporation,
individual, fiduciary or partnership that for United States federal income tax
purposes is a foreign corporation, nonresident alien individual, nonresident
alien fiduciary of a foreign estate or trust, or foreign partnership one or more
members of which is a foreign corporation, nonresident alien individual or
nonresident alien fiduciary of a foreign estate or trust.

If this Note is in bearer form and the Bank shall determine, based upon a
written opinion of independent counsel selected by the Bank, that any payment
made outside the United States by the Bank or any of its Paying Agents of the
full amount of the next scheduled payment of either principal (and premium, if
any) or interest due with respect to this Note would, under any present or
future laws or regulations of the United States affecting taxation or otherwise,
be subject to any certification, information or other reporting requirements of
any kind, the effect of which requirements is the disclosure to the Bank, any of
its Paying Agents or any governmental authority of the nationality, residence or
identity (as distinguished from status as a United States Alien) of any Owner of
this Note who is a United States Alien (other than such requirements which (i)
would not be applicable to a payment made to a custodian, nominee or other agent
of the Owner, or which can be satisfied by such a custodian, nominee or other
agent certifying to the effect that such Owner is a United States Alien;
provided, however, in each case that payment by such custodian, nominee or agent
to such Owner is not otherwise subject to any requirements referred to in this
sentence, (ii) are applicable only to payment by a custodian, nominee or other
agent of the Owner to or on behalf of such Owner, or (iii) would not be
applicable to a payment made by any other paying agent of the Bank), the Bank
shall redeem this Note as a whole but not in part at a redemption price equal to
the principal amount hereof (or, if this is an Original Issue Discount Note, the
Amortized Face Amount (as defined herein) hereof determined as of the date of
redemption), together, if appropriate, with accrued interest to, but excluding,
the date fixed for redemption, such redemption to take place on such date not
later than one year after notice of such determination has been given as
described herein. If the Bank becomes aware of an event that might give rise to
such certification, information or other reporting requirements, the Bank shall,
as soon as practicable, solicit advice of independent counsel selected by the
Bank to establish whether such certification, information or other reporting
requirements will apply and, if such requirements will, in the written opinion
of such counsel, apply, the Bank shall give

                                       30



prompt notice of such determination (a "Tax Notice") stating in such notice the
effective date of such certification, information or other reporting
requirements and, if applicable, the date by which the redemption shall take
place. Notwithstanding the foregoing, the Bank shall not redeem this Note if the
Bank, based upon the written opinion of independent counsel selected by the
Bank, shall subsequently determine not less than 30 days prior to the date fixed
for redemption that subsequent payments would not be subject to any such
requirements, in which case the Bank shall give prompt notice of such
determination and any earlier redemption notice shall thereby be revoked and of
no further effect.

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

                                       31



Bank has made the determination described in the preceding paragraph and
subsequently makes a determination in the manner and of the nature referred to
in such preceding paragraph that the level of withholding applicable to
principal or interest has been increased, the Bank will redeem this Note in the
manner and on the terms described in the preceding paragraph (except as provided
below), unless the Bank elects to have the provisions of this paragraph apply
rather than the provisions of the immediately preceding paragraph. If in such
circumstances this Note is to be redeemed, the Bank will be obligated to pay
Additional Amounts with respect to the original level of withholding on
principal and interest, if any, accrued to the date of redemption.

Whenever in this Note there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest on, or in respect of, this Note,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for herein to the extent that, in such context, Additional
Amounts are, were or would be payable in respect hereof pursuant to the
provisions of this Note and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as including
Additional Amounts in those provisions hereof where such express mention is not
made.

Except as specifically provided herein (or, if this Note is in global form, in
the Pricing Supplement) (i) neither the Bank nor any Paying Agent shall be
required to make, any payment with respect to any tax, fee, duty, assessment or
other governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein; (ii) a Paying Agent on behalf of the
Bank shall have the right, but not the duty, to withhold from any amounts
otherwise payable to a holder of this Note such amount as is necessary for the
payment of any such taxes, fees, duties, assessments or other governmental
charges; and (iii) if such an amount is withheld, the amount payable to the
holder of this Note shall be the amount otherwise payable reduced by the amount
so withheld.

The Bank may redeem this Note in whole but not in part at any time at a
redemption price equal to the principal amount hereof (or, if this is an
Original Issue Discount Note, the Amortized Face Amount hereof determined as of
the date of redemption), together with accrued interest to but excluding the
date fixed for redemption, if the Bank shall determine, based upon a written
opinion of independent counsel selected by the Bank, that as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
hereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in application or
official interpretation of any such laws, regulations or rulings, which
amendment or change is effective on or after the Original Issue Date, the Bank
would be required to pay Additional Amounts on the occasion of the next payment
due with respect to such Note.

Notice of intention to redeem this Note, in whole but not in part, pursuant to
the immediately preceding paragraph will be given (i) if this Note is in
registered form, to the registered holder of this Note at least once not less
than 30 days nor more than 60 days prior to the date fixed for redemption or
(ii) if this Note is in bearer form, by publication in accordance with
applicable law, provided that no such notice of redemption shall be given
earlier than 90 days prior to the effective date of such change or amendment and
that at the time notice of such redemption is given, such obligation to pay such
Additional Amounts remains in effect and cannot be avoided by the Bank's taking
reasonable measures available to it. From and after any redemption date, if

                                       32



monies for the redemption of this Note shall have been made available for
redemption on such redemption date, this Note shall cease to bear interest (and,
if this Note is a definitive bearer Note, any interest coupons appertaining
hereto (whether or not attached) maturing after the redemption date shall become
void and no payment shall be made in respect thereof), and the only right of the
holder of this Note shall be to receive payment of the principal amount hereof
(or, if this is an Original Issue Discount Note, the Amortized Face Amount
hereof) and all unpaid interest accrued to such redemption date.

Events of Default, Acceleration of Maturity
- -------------------------------------------

In respect of this Note, the occurrence of any of the following events shall
constitute an "Event of Default" with respect to this Note:

          (i) default in the payment of any interest (including any Additional
     Amounts) with respect to this Note when due, which continues for 30 days;

          (ii) default, in the payment of any principal of, or premium, if any,
     on, this Note when due;

          (iii) whatever the reason for such and whether it shall be voluntary
     or involuntary or be effected by operation of law or pursuant to any
     judgment, decree or order of any court or any order, rule or regulation of
     any administrative or governmental body, the entry by a court having
     jurisdiction in the premises of:

               (a) a decree or order for relief in respect of the Bank in an
          involuntary case or proceeding under any applicable United States
          federal or state bankruptcy, insolvency, reorganization or other
          similar law; or

               (b) a decree or order appointing a conservator, receiver,
          liquidator, assignee, trustee, sequestrator or any other similar
          official of the Bank, or of substantially all of the property of the
          Bank, or ordering the winding up or liquidation of the affairs of the
          Bank, and the continuance of any such decree or order for relief or
          any such other decree or order unstayed and in effect for a period of
          60 consecutive days; or

          (iv) the commencement by the Bank of a voluntary case or proceeding
     under any applicable United States federal or state bankruptcy, insolvency,
     reorganization or other similar law or the commencement of any bankruptcy
     or insolvency case or proceeding, or the filing by the Bank of a petition
     or answer or consent seeking reorganization or relief under any applicable
     United States federal or state law, or the consent by the Bank to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
     official of the Bank or of substantially all of the property of the Bank,
     or the making by the Bank of an assignment for the benefit of creditors, or
     the taking of corporate action by the Bank in furtherance of any such
     action.

If an Event of Default shall occur and be continuing, the holder of this Note
may declare the principal amount of, and accrued interest and premium, if any,
on, this Note due and payable

                                       33



immediately by written notice to the Bank. Upon such declaration and notice,
such principal amount (and premium, if any) and accrued interest shall become
immediately due and payable. Any Event of Default with respect to this Note may
be waived by the holder thereof.

This Note contains no limitation on the amount of senior debt, deposits or other
obligations that rank senior to this Note that may be hereafter incurred or
assumed by the Bank.

Miscellaneous
- -------------

Notwithstanding anything to the contrary contained herein, if this Note is
identified as a Discount Note on the face hereof (or, if this Note is in global
form, in the Pricing Supplement), the amount payable to the holder of this Note
in the event of redemption, repayment or acceleration of Maturity will be equal
to (i) the Amortized Face Amount (as defined below) as of the date of such
event, plus (ii) with respect to any redemption of this Note (other than as
provided above in the event that Additional Amounts are required to be paid by
the Bank with respect to this Note), the Initial Redemption Percentage specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement) (as adjusted by the Annual Redemption Percentage Reduction specified
on the face hereof (or, if this Note is in global form, in the Pricing
Supplement), if any) minus 100% multiplied by the Issue Price specified on the
face hereof (or, if this Note is in global form, in the Pricing Supplement), net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price (or the net amount) proportionate
to the portion of the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of U.S. Treasury
Regulation 1. 1273-1 (c) under the Code. The "Amortized Face Amount" shall mean
an amount equal to (i) the Issue Price plus (ii) the aggregate portions of the
original issue discount (the excess of the amounts considered as part of the
"stated redemption price at maturity" of this Note within the meaning of Section
1273(a)(2) of the Code, whether denominated as principal or interest, over the
Issue Price) which shall theretofore have accrued pursuant to Section 1272 of
the Code (without regard to Section 1272(a)(7) of the Code) from the date of
issue of this Note to the date of determination, minus (iii) any amount
considered as part of the "stated redemption price at maturity" of this Note
which has been paid from the date of issue to the date of determination.

As used herein, "Business Day" means, unless otherwise specified on the face
hereof (or, if this Note is in global form, in the Pricing Supplement), a day
which is both (i) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments in The City of New York, Glen
Allen, Virginia, and London; and (ii) either (a) if this is a Note denominated
in a Specified Currency other than euro, a day on which commercial banks and
foreign exchange markets settle payments in the principal financial center of
the country of the relevant Specified Currency (if other than the City of New
York or London) or (b) if this is a Note denominated in euro, a day (other than
a Saturday or a Sunday) on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open. As used herein, "London
Business Day" means any day (other than a Saturday or Sunday) on which
commercial banks and foreign exchange markets settle payments in London.

                                       34



Any action by the holder of this Note shall bind all future holders of this
Note, and of any Note issued in exchange or substitution hereof or in place
hereof, in respect of anything done or permitted by the Bank or by the Paying
Agents in pursuance of such action.

In case any Note shall at any time become mutilated, defaced, destroyed, lost or
stolen, and such Note or evidence of the loss, theft or destruction thereof
satisfactory to the Bank and the Registrar or London Issuing Agent, as the case
may be, and such other documents or proof as may be required by the Bank and the
Registrar or London Issuing Agent, as the case may be, shall be delivered to the
Registrar or London Issuing Agent, as the case may be, the Registrar or London
Issuing Agent, as the case may be, shall issue a new Note of like tenor and
principal amount, having a serial number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Note or in lieu of the
Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen
Note, only upon receipt of evidence satisfactory to the Bank and the Registrar
or London Issuing Agent, as the case may be, that such Note was destroyed,
stolen or lost, and, if required, upon receipt of indemnity satisfactory to the
Bank and the Registrar or London Issuing Agent, as the case may be. Upon the
issuance of any substituted Note, the Bank may require the payment of a sum
sufficient to cover all expenses and reasonable charges connected with the
preparation and delivery of a new Note. If any Note which has matured or has
been redeemed or repaid or is about to mature or to be redeemed or repaid shall
become mutilated, defaced, destroyed, lost or stolen, the Bank may, instead of
issuing a substitute Note, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Note) upon
compliance by the holder with the provisions of this paragraph.

No recourse shall be had for the payment of principal of (and premium, if any)
or interest on, this Note for any claim based hereon, or otherwise in respect
hereof, against any shareholder, employee, agent, officer or director, as such,
past, present or future, of the Bank or of any successor organization, either
directly or through the Bank or any successor organization, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.

The Notes are issued in accordance with the Global Agency Agreement. The Notes,
and any receipts or interest coupons appertaining thereto, may be amended by the
Bank, and the Global Agency Agreement may be amended by the parties thereto, (i)
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained therein, (ii) to make any
further modifications of the terms of the Global Agency Agreement necessary or
desirable to allow for the issuance of any additional Notes (which modifications
shall not be materially adverse to holders of outstanding Notes) or (iii) in any
manner which the Bank (and, in the case of the Global Agency Agreement, the
parties thereto) may deem necessary or desirable and which shall not materially
adversely affect the interests of the holders of the Notes, or any receipts,
talons or interest coupons appertaining thereto, to all of which each holder of
Notes, receipts, talons or interest coupons shall, by acceptance thereof, be
deemed to have consented; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding Note
affected thereby, (1) change the Maturity Date with respect to any Note or
reduce or cancel the amount payable at Maturity; (2) reduce the amount payable
or modify the payment date for any interest with respect to any Note or vary the
method

                                       35



of calculating the rate of interest with respect to any Note; (3) reduce any
Minimum Interest Rate and/or Maximum Interest Rate with respect to any Note; (4)
modify the currency in which payments under any Note and/or any receipts,
coupons or talons appertaining thereto are to be made; (5) change the obligation
of the Bank to pay Additional Amounts with respect to Notes, receipts, talons or
coupons; or (6) reduce the percentage in principal amount of outstanding Notes
the consent of the holders of which is necessary to modify the provisions of the
Notes or to waive any future compliance or past default. Any instrument given by
or on behalf of any holder of a Note in connection with any consent to any such
modification, amendment or waiver shall be irrevocable once given and shall be
conclusive and binding on all subsequent holders of such Note. Any
modifications, amendments or waivers to this Agreement or the provisions of the
Notes, receipts, talons or coupons shall be conclusive and binding on all
holders of Notes, receipts, talons or coupons, whether or not notation of such
modifications, amendments or waivers is made upon the Notes, receipts, talons or
coupons. It will not be necessary for the consent of the holders of Notes to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.

No provision of this Note shall alter or impair the obligation of the Bank,
which is absolute and unconditional, to pay principal of (and premium, if any)
and interest on, and any Additional Amounts with respect to, this Note in the
Specified Currency indicated on the face hereof (or, as provided herein, in the
equivalent in U.S. dollars) at the times, places and rate herein prescribed.

No service charge shall be made to a holder of this Note for any transfer or
exchange of this Note, but the Bank may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.

If this Note is in registered form, prior to due presentment of this Note for
registration of transfer, the Bank, Domestic Paying Agent, Registrar, London
Paying Agent, Luxembourg Paying Agent, Transfer Agent and Listing Agent
(collectively, together with any successors thereto, the "Agents") or any agent
of the Bank or the Agents may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Bank, the Agents nor any such agent shall be affected
by notice to the contrary except as required by applicable law.

All notices to the Bank under this Note shall be in writing and addressed to the
Bank at Capital One Bank, 8000 Jones Branch Road, McLean, Virginia 22102, USA,
Attention: Treasurer; telephone: (703) 8751000; and facsimile: (703) 875-1099 or
to such other address of the Bank as the Bank may notify the holders of the
Notes.

                                       36



                            OPTION TO ELECT REPAYMENT
                            -------------------------

The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay
this Note (or portion hereof specified below) pursuant to its terms at a price
equal to 100% of the principal amount hereof to be repaid, together with accrued
and unpaid interest hereon, payable to the date of repayment, to the
undersigned, at
                --------------

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

For this Note to be repaid, the undersigned must give to the London Paying
Agent, if this Note is in bearer form, at 9 Thomas More Street, London, E1W 1YT
or, if this Note is in registered form, to the Domestic Paying Agent at The
Chase Manhattan Bank, 450 West 33(rd) Street, New York, New York 10001-2697,
United States of America, or to the London Paying Agent at its address, as the
case may be, or at such other place or places of which the Bank shall from time
to time notify the holders of the Notes not more than 60 days nor less than 30
days prior to the date of repayment, this Note (and, if this Note is in
definitive bearer form, all interest coupons appertaining hereto maturing after
the repayment date) 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 US$1,000, or equivalent
denominations in other currencies) which the holder elects to have repaid and
specify the denomination or denominations (which shall be an Authorized
Denomination specified on the face of the within Note) 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):


US$
   -------------------------      ----------------------------------------------
                                  Signature
Dated:
       ---------------------      NOTICE: The signature on this "Option to
                                  Elect Repayment" form must correspond
                                  with the name as written upon the face of
                                  the within Note in every particular, without
                                  alteration or enlargement or any change
                                  whatsoever.


- ----------------------------
     Signature Guarantee

NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee
medallion program), pursuant to
Rule 17Ad- 15 under the Securities
Exchange Act of 1934.

                                       37

                                                                   Exhibit 4.5.5

                                 [Face of Note]

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY OR ANY SUCCESSOR DEPOSITARY
APPOINTED AS SUCH PURSUANT TO THE SENIOR INDENTURE (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
SUCH A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR
ITS NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR ITS NOMINEE, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

CUSIP No. 14040HAF2
No. R-001                                                          $300,000,000

                        CAPITAL ONE FINANCIAL CORPORATION

                         8 3/4% NOTES DUE FEBRUARY 1, 2007

               Capital One Financial Corporation, a corporation duly organized
and existing under the laws of Delaware (the "Company"), for value received,
hereby promises to pay to Cede & Co. or registered assigns the principal sum of
THREE HUNDRED MILLION United States Dollars at the Company's office or agency
for said purpose in the Borough of Manhattan, The City of New York, on February
1, 2007 in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest semi-annually in arrears on February 1 and August 1 of each
year (each an "interest payment date"), commencing August 1, 2002, on said
principal sum in like coin or currency at the rate per annum set forth above at
said office or agency from January 30, 2002 or from the most recent February 1
or August 1, as the case may be, to which interest on the Securities has been
paid or duly provided for, until payment of said principal sum has been made or
duly provided for; provided that, unless this Security is a Security issued in
                   --------
global form (a "Global Security"), interest may be paid, at the option of the
company, by mailing a check therefor payable to the Holder entitled thereto at
his last address as it appears on the Security Register. The interest so payable
will be paid to the Person in whose name this Global Security (or one or more
Predecessor Securities) is registered at the close of business on the January 15
or July 15, as the case may be, next preceding such interest payment date,
unless the Company shall default in the payment of interest due on such interest
payment date after taking into account any applicable grace period, in which
case such defaulted interest shall be paid as set forth in the



                                                                               2

Senior Indenture. Notwithstanding the foregoing, as long as this Security is a
Global Security, the Company shall pay or cause to be paid the principal of, and
interest on, this Security to the Holder hereof or a single nominee of the
Holder, or, at the option of the Company, to such other Persons as the Holder
hereof may designate, by wire transfer of immediately available funds on the
date such payments are due.

           Reference is made to the further provisions set forth on the reverse
hereof, including the definitions of certain capitalized terms. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

           This Security shall not be valid or obligatory until the certificate
of authentication hereon shall have been duly signed by the Trustee acting under
the Senior Indenture.



                                                                               3

           IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:  January 30, 2002

                                              CAPITAL ONE FINANCIAL CORPORATION


                                              By: _____________________________
                                                  Name:
                                                  Title:


[CORPORATE SEAL]                              Attest By: ______________________
                                                         Name:
                                                         Title:



                                                                               4

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

           This is one of the Securities issued under the within-mentioned
Senior Indenture.

Dated:  January 30, 2002


                                                     BNY MIDWEST TRUST COMPANY,
                                                     as Trustee


                                                     By:_______________________
                                                           Authorized Officer



                                [Reverse of Note]


                        Capital One Financial Corporation

                         8 3/4% Notes Due February 1, 2007

                  This Security is one of a duly authorized issue of debt
securities of the Company, of the series hereinafter specified, all issued or to
be issued under an Indenture, dated as of November 1, 1996 (the "Senior
Indenture"), and duly executed and delivered by the Company to BNY Midwest Trust
Company, as successor to Harris Trust and Savings Bank, as trustee (hereinafter,
the "Trustee"), to which reference to the Senior Indenture is hereby made for a
description of the respective rights and duties thereunder of the Trustee, the
Company and the Holders of the Securities. This Security is one of a series
designated as the "8 3/4 % Notes Due February 1, 2007" of the Company
(hereinafter called the "Notes"), issued under the Senior Indenture.

                  Neither the Senior Indenture nor the Notes limit or otherwise
restrict the amount of indebtedness which may be incurred or other securities
which may be issued by the Company. The Notes issued under the Senior Indenture
are direct, unsecured obligations of the Company and will mature on February 1,
2007. The Notes rank on parity with all other unsecured, unsubordinated
indebtedness of the Company.

                  The Notes will bear interest at the rate of 8 3/4% per annum.

                  The Notes are not redeemable prior to maturity.

                  The Notes are not entitled to any sinking fund.

                  In case an Event of Default shall have occurred and be
continuing with respect to the Notes, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Senior Indenture. The
Senior Indenture provides that in certain circumstances such declaration and its
consequences may be waived by the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. However, any such consent or waiver by the
Holder shall not affect any subsequent default or impair any right consequent
thereon.

                  The Senior Indenture permits the Company and the Trustee,
without the consent of the Holders of the Notes for certain situations and with
the consent of not less than two-thirds of the Holders in aggregate principal
amount of the Outstanding Notes in other situations, to execute supplemental
indentures adding to, modifying or changing various provisions to the Senior
Indenture; provided that no such supplemental indenture, without the consent of
           --------
the Holder of each Outstanding Note affected thereby, shall (i) change the
Stated Maturity of the principal of, or any installment of interest on, the
Notes, or reduce the principal amount thereof or the interest thereon, or change
the place or currency of payment of principal of, or interest on, the Notes, or
impair the right to institute suit for the enforcement of any payment on or
after the Stated Maturity thereof, or change the Company's obligation to pay
additional amounts (except as otherwise contemplated in the Senior Indenture);
(ii) reduce the percentage in principal amount of the Outstanding Notes, the
consent of whose Holders is required for any such



                                                                               2

supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Senior Indenture or certain
defaults hereunder and their consequences) provided for in the Senior Indenture;
or (iii) modify any of the provisions of Sections 902, 513 or 1008 of the Senior
Indenture, except to increase any such percentage or provide that certain other
provisions of the Senior Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 1005, 1006 or 1007 of the
Senior Indenture, if before the time for such compliance, the Holders of at
least a majority in principal amount of the Outstanding Notes, by act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

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

                  The Notes are issuable in registered form without coupons in
denominations of $1,000 and any multiple thereof.

                  At the office or agency of the Company referred to on the face
hereof and in the manner and subject to the limitations provided in the Senior
Indenture, the Notes may be exchanged for a like aggregate principal amount of
Notes of other authorized denominations.

                  Upon due presentment for registration of transfer of the Notes
at the above-mentioned office or agency of the Company, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be issued
to the transferee as provided in the Senior Indenture. No service charge shall
be made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

                  Prior to due presentation of this Note for registration of
transfer, the Company, the Trustee, and any authorized agent of the Company or
the Trustee, may deem and treat the Holder hereof as the absolute owner of the
Note (whether or not any payment with respect to this Note shall be overdue),
for the purpose of receiving payment of, or on account of, the principal hereof
and, subject to the provisions on the face hereof, interest hereon and for all
other purposes, and neither the Company nor the Trustee nor any authorized agent
of the Company or the Trustee shall be affected by any notice to the contrary.

                  No recourse shall be had for the payment of the principal of,
or the interest on, this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator,



                                                                               3

shareholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.

                  THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS
                  --------------------------------------------------------------
OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
- -------------------------------------------------------------------------------
WITH THE LAWS OF SAID STATE.
- ---------------------------

                  All terms used in this Note (and not otherwise defined in this
Note) that are defined in the Senior Indenture shall have the meanings assigned
to them in the Senior Indenture.

                                                                    Exhibit 10.4

                        CAPITAL ONE FINANCIAL CORPORATION

                1999 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                          (As Amended October 18, 2001)

     1. Purpose. The purpose of the Capital One Financial Corporation 1999
Non-Employee Directors Stock Incentive Plan (the "Plan") is to encourage
ownership in the Company by non-employee members of the Board of Directors, in
order to promote long-term shareholder value and to provide non-employee members
of the Board with an incentive to continue as directors of the Company.

     2. Definitions. As used in the Plan, the following terms have the meanings
indicated:

        A.     "Board" means the Board of Directors of the Company.

        B.     "Change of Control" means:

               (i) The acquisition by an individual, entity or group (within the
          meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
          of 1934, as amended (the "Exchange Act")) of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
          of 20% (or, if such shares are purchased from the Company, 40%) or
          more of either (A) the then outstanding shares of common stock of the
          Company (the "Outstanding Company Common Stock") or (B) the combined
          voting power of the then outstanding voting securities of the Company
          entitled to vote generally in the election of directors (the "Company
          Voting Securities"), provided, however, that any acquisition by (x)
                               --------  -------
          the Company or any of its subsidiaries, or any employee benefit plan
          (or related trust) sponsored or maintained by the Company or any of
          its subsidiaries or (y) any corporation with respect to which,
          immediately following such acquisition, more than 60% of,
          respectively, the then outstanding shares of common stock of such
          corporation and the combined voting power of the then outstanding
          voting securities of such corporation entitled to vote generally in
          the election of directors is then beneficially owned, directly or
          indirectly, by all or substantially all of the individuals and
          entities who were the beneficial owners, respectively, of the
          Outstanding Company Common Stock and Company Voting Securities
          immediately prior to such acquisition in substantially the same
          proportion as their ownership, immediately prior to such acquisition,
          of



          the Outstanding Company Common Stock and Company Voting Securities, as
          the case may be, shall not constitute a Change of Control; or

               (ii)  Individuals who constituted the Board as of January 1, 1999
          (the "Incumbent Board") cease for any reason to constitute at least a
          majority of the Board, provided that any individual becoming a
          director subsequent to January 1, 1999 whose appointment to fill a
          vacancy or to fill a new Board position or whose nomination for
          election by the Company's shareholders was approved by a vote of at
          least a majority of the directors then comprising the Incumbent Board
          shall be considered as though such individual were a member of the
          Incumbent Board, but excluding, for this purpose, any such individual
          whose initial assumption of office is in connection with an actual or
          threatened election contest relating to the election of the Directors
          of the Company (as such terms are used in Rule 14a-11 of Regulation
          14A promulgated under the Exchange Act); or

               (iii) Approval by the shareholders of the Company of a
          reorganization, merger or consolidation (a "Business Combination"), in
          each case, with respect to which all or substantially all of the
          individuals and entities who were the respective beneficial owners of
          the Outstanding Company Common Stock and Company Voting Securities
          immediately prior to such Business Combination do not in the
          aggregate, immediately following such Business Combination,
          beneficially own, directly or indirectly, more than 60% of,
          respectively, the then outstanding shares of common stock and the
          combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors, as the case
          may be, of the corporation resulting from such Business Combination in
          substantially the same proportion as their ownership immediately prior
          to such Business Combination of the Outstanding Company Common Stock
          and Company Voting Securities, as the case may be; or

               (iv)  (A) a complete liquidation or dissolution of the Company
          or (B) sale or other disposition of all or substantially all of the
          assets of the Company other than to a corporation with respect to
          which, immediately following such sale or disposition, more than 60%
          of, respectively, the then outstanding shares of common stock and the
          combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors is then
          beneficially owned, directly or indirectly, in the aggregate by all or

                                       2



          substantially all of the individuals and entities who were the
          beneficial owners, respectively, of the Outstanding Company Common
          Stock and Company Voting Securities immediately prior to such sale or
          disposition in substantially the same proportion as their ownership of
          the Outstanding Company Common Stock and Company Voting Securities, as
          the case may be, immediately prior to such sale or disposition.

          C. "Company" means Capital One Financial Corporation, a Delaware
          corporation, or any successor thereto.

          D. "Company Stock" means Common Stock of the Company or any securities
substituted for Common Stock of the Company pursuant to Section 10.

          E. "Date of Grant" means the date as of which a director is awarded an
Option pursuant to Section 7.

          F. "Disability" means the inability to perform the services to the
Company as a director as determined by the Board, and such determination shall
be conclusive.

          G. "Eligible Director" means a director described in Section 4.

          H. "Fair Market Value" means as of the date for which a value
determination is being made, the average of the Common Stock's highest and
lowest prices on such date as reported on The New York Stock Exchange-Composite
Transactions Tape made (or, if the New York Stock Exchange is not open for
trading on such date, for the last preceding day on which Company Stock was
traded). In the absence of any such sale, fair market value means the average of
the highest bid and lowest asked prices of a share of Company Stock on such date
as reported by such source. In the absence of such average or if shares of
Company Stock are no longer traded on The New York Stock Exchange, the fair
market value shall be determined by the Board using any reasonable method in
good faith.

          I. "IRC" means the Internal Revenue Code of 1986, as amended.

          J. "Option" or "Options" means the right to purchase Company Stock
subject to the terms and conditions set forth in Section 7.

          K. "Subsidiary" means a corporation or other entity more than 50% of
whose voting shares are owned directly or indirectly by the Company.

          3. Administration.

          A. The Board shall administer the Plan. The award of Options under the
Plan shall be as described in Section 7. However, the Board shall have all
powers vested in it by the terms of the Plan, including, without limitation, the
authority (within the limitations described herein) to prescribe the form of the
agreement applicable to evidence the award of Options under

                                        3



the Plan, to construe the Plan, to determine all questions arising under the
Plan, and to adopt and amend rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Board in the administration
of the Plan, as described herein, shall be final and conclusive. The Board may
act only by a majority of its members in office, except that members thereof may
authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Board.

     B. The Board shall have general authority to impose any limitation or
condition upon an Option that the Board deems appropriate to achieve the
objectives of the Option and the Plan and, in addition, and without limitation
and in addition to powers set forth elsewhere in the Plan, shall have the power
and complete discretion to determine (a) which Eligible Directors shall receive
an Option and the nature of the Option, (b) the number of shares of Company
Stock to be covered by each Option, (c) the Fair Market Value of Company Stock,
(d) the time or times when an Option shall be granted, (e) whether an Option
shall become vested over a period of time and when it shall be fully vested, (f)
when Options may be exercised, (g) whether a Disability exists, (h) the manner
in which payment will be made upon the exercise of Options, (i) notice
provisions relating to the sale of Company Stock acquired under the Plan, and
(j) any additional requirements relating to Options that the Board deems
appropriate.

     C. No member of the Board shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Board and each other employee or consultant of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability arising out of any action, omission or
determination relating to the Plan, to the maximum extent permitted by law.

     4. Participation in the Plan. Each director of the Company who is not
otherwise an employee of the Company or any Subsidiary on the Date of Grant of
an Option under the Plan shall be eligible to participate in the Plan.

     5. Stock Subject to the Plan. Subject to Section 10 of the Plan, there
shall be reserved for issuance under the Plan an aggregate of 825,000 shares of
Company Stock, which shall be treasury shares. Shares granted under the Plan
subject to Options that expire or otherwise terminate unexercised may again be
subjected to a grant under the Plan. The Board is expressly authorized to grant
an Option to an optionee conditioned upon the surrender for cancellation of an
existing Option.

                                       4



     6. Non-Statutory Stock Options. All Options granted under the Plan shall be
non-statutory in nature and shall not be entitled to special tax treatment under
IRC Section 422.

     7. Terms, Conditions and Award of Options. The Board may award Options to
Eligible Directors under this Plan from time to time as it deems appropriate.
Each award of an Option shall be evidenced by written agreement between the
Company and the Eligible Director in such form as the Board shall from time to
time approve, stating the number of shares for which Options are granted, the
Option exercise price per share and the conditions to which the grant and
exercise of the Options are subject.

        A. Option Exercise Price. The Option exercise price shall be the Fair
           ---------------------
Market Value of the shares of Company Stock subject to such Option on the Date
of Grant.

        B. Options Not Transferable. Options, by their terms, shall not be
           ------------------------
transferable by the optionee except by will or by the laws of descent and
distribution and shall be exercisable, during the optionee's lifetime, only by
the optionee or by his guardian or legal representative. An Option transferred
by will or by the laws of descent and distribution may be exercised by the
optionee's personal representative within one year of the date of the optionee's
death to the extent the optionee could have exercised the Option on the date of
his death, but in any event not later than the expiration date of the Option
exercise period. The Board is expressly authorized, in its discretion, to
provide that all or a portion of an Option may be granted to an optionee upon
terms that permit transfer of the Option in a form and manner determined by the
Board. Any person to whom an Option is transferred pursuant to this Section 7
shall agree in writing to be bound by the terms of the Plan and the stock option
agreement for such Option as if such transferee had been an original signatory
thereto, and to execute and/or deliver to the Board any documents as may be
requested by the Board from time to time.

        C. Exercise of Options. An Option shall be exercisable on the terms and
           -------------------
conditions determined by the Board; provided, however, that no Option may be
exercised:

               (i)  if sooner terminated in accordance with the terms of the
Plan or the Option, or later than ten (10) years from the Date of Grant; and

               (ii) unless optionee delivers payment in cash in the amount of
the full Option exercise price for the shares of Company Stock being acquired
thereunder provided that if the terms of an Option so permit, the optionee may
(i) deliver Company Stock owned by the optionee (valued at Fair Market Value on
the date of exercise) in satisfaction of all or any part of the exercise price
or (ii) deliver a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of the
sale or loan proceeds to pay the exercise price.

                                       5



          D.  Change of Control. The Board may, in its discretion, grant
              -----------------
Options which by their terms become fully exercisable upon a Change of Control,
notwithstanding other conditions on exercisability in the stock option
agreement.

     8.   Termination, Modification, Change. If not sooner terminated by the
Board, the Plan shall terminate at the close of business on April 28, 2009. No
Options shall be granted under the Plan after its termination. The Board may
terminate the Plan or may amend the Plan in such respects as it shall deem
advisable, including amendments that the Board deems appropriate to ensure
compliance with applicable law. The termination or amendment of the Plan shall
not, without the consent of the optionee, detrimentally affect an optionee's
rights under an Option previously granted to him, except such termination or
amendment as the Board deems appropriate to ensure compliance with applicable
law. Notwithstanding the foregoing, the Board may terminate any Option
previously granted to an optionee and any agreement relating thereto in whole or
in part provided that upon any such termination the Company in full
consideration of the termination of such Option or portion thereof pays to such
optionee an amount in cash for each share of Company Stock subject to such
Option or portion thereof being terminated equal to the excess, if any, of (a)
the Fair Market Value of a share of Company Stock over (b) the sum of (i) the
exercise price per share of such Option, or, if the Board permits and the
optionee elects, accelerates the exercisability of such optionee's Option or
portion thereof (if necessary) and allows such optionee 30 days to exercise such
Option or portion thereof before the termination of such Option or portion
thereof. The Board shall also have the power to amend the terms of previously
granted Options so long as the terms as amended are consistent with the Plan and
provided that, except for such amendments as the Board deems appropriate to
ensure compliance with applicable law, the consent of the optionee is obtained
with respect to any amendment that would be detrimental to him.

     9.   Limitation of Rights.

          A.  No Right to Continue as a Director. Neither the Plan nor the
              ----------------------------------
award of an Option, nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain any person as a director for any period of time.

          B.  No Shareholders' Rights Under Options. The Company may place
              -------------------------------------
on any certificate representing Company Stock issued upon the exercise of an
Option any legend deemed desirable by the Company's counsel to comply with
Federal or state securities laws, and the Company may require of the optionee a
customary written indication of his investment intent. Until the optionee has
made any required payment and has had issued to him a certificate

                                        6



(whether original, book-entry or otherwise) for the shares of Company Stock
acquired, he shall possess no shareholder rights with respect to the shares.

     10. Changes in Capital Structure.

         A.   In the event of a stock dividend, stock split or combination
of shares, spin-off, recapitalization or merger in which the Company is the
surviving corporation, a consolidation or a merger in which the Company is not
the surviving corporation, a transaction that results in the acquisition of
substantially all of the Company's outstanding stock by a single person or
entity, or a sale or transfer of substantially all of the Company's assets, or
other change in the Company's capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights, options or warrants
for the purchase of common stock or preferred stock of the Company), the Board
(whose determination shall be binding on all persons) may take such actions with
respect to the Plan and any outstanding Options as the Board deems appropriate,
including adjusting appropriately the number and kind of shares of stock or
securities of the Company to be subject to the Plan and to Options then
outstanding or to be granted under the Plan, the maximum number of shares or
securities which may be delivered under the Plan, the exercise price and any
other relevant provisions. If the adjustment would produce fractional shares
with respect to any unexercised Option, the Board may adjust appropriately the
number of shares covered by the Option so as to eliminate the fractional shares.

         B.   Notwithstanding anything in the Plan to the contrary, the
Board may take the foregoing actions without the consent of any optionee, and
the Board's determination shall be conclusive and binding on all persons for all
purposes.

     11. Notice. All notices and other communications required or permitted to
be given under the Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows: (a) if to the Company, at its principal business address to the
attention of the Secretary; and (b) if to any optionee, at the last address of
the optionee known to the sender at the time the notice or other communication
is sent.

     12. Governing Law. The terms of the Plan shall be governed by the laws of
the Commonwealth of Virginia.

                                        7

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(1)

As a percentage of average managed earning assets.

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(1)

Interest income includes past-due fees on loans of approximately $709,596, $780,014 and $478,918 for the years ended December 31, 2001, 2000 and 1999, respectively.

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(1)

The change in interest due to both volume and yield/rates has been allocated in proportion to the relationship of the absolute dollar amounts of the change in each. The changes in income and expense are calculated independently for each line in the table. The totals for the volume and yield/rate columns are not the sum of the individual lines.

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/s/

ERNST & YOUNG LLP

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(1)

Revenue equals net interest income plus non-interest income.

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(1)

As of December 31, 2001 and 2000, includes $122,063 and $63,220, respectively of cash invested at the Bank instead of the open market.

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                                                                      Exhibit 21

                            Significant Subsidiaries

Capital One Bank
Capital One, F.S.B.
Capital One Auto Finance, Inc.

                                                                      Exhibit 23

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Capital One Financial Corporation of our report dated January 15, 2002,
except for Note E as to which the date is February 6, 2002, included in the 2001
Annual Report to Stockholders of Capital One Financial Corporation.

We consent to the incorporation by reference in the Registration
Statements of Capital One Financial Corporation of our report dated January 15,
2002, except for Note E as to which the date is February 6, 2002, with respect
to the consolidated financial statements of Capital One Financial Corporation
incorporated by reference in the Annual Report (Form 10-K) for the year ended
December 31, 2001:



     Registration Statement
             Number                   Form                           Description
     --------------------------- ----------------     ------------------------------------------

                                                  
        33-80263                    Form S-8            Marketing and Management Services Agreement
        33-86874                    Form S-8            Employee Stock Purchase Plan
        33-86876                    Form S-8            Employee Savings Plan
        33-86986                    Form S-8            1994 Stock Incentive Plan
        33-91790                    Form S-8            1995 Non-Employee Directors Stock Incentive Plan
        33-97032                    Form S-8            Amendment to 1994 Stock Incentive Plan
        33-99748                    Form S-3            Dividend Reinvestment and Stock Purchase Plan
        333-42853                   Form S-8            1994 Stock Incentive Plan
        333-45453                   Form S-8            Associate Savings Plan
        333-51639                   Form S-8            1994 Stock Incentive Plan, Tier 5 Special Option
                                                        Program
        333-51637                   Form S-8            1994 Stock Incentive Plan
        333-57317                   Form S-8            1994 Stock Incentive Plan,
                                                        1998 Special Option Program
        333-60831                   Form S-3            Acquisition of Summit Acceptance Corporation
        333-70305                   Form S-8            1994 Stock Incentive Plan, Supplemental Special
                                                        Option Program
        333-78067                   Form S-8            1994 Stock Incentive Plan
        333-78383                   Form S-8            1994 Stock Incentive Plan, 1999
                                                        Performance-Based Option Program and Supplemental
                                                        Special Option Program
        333-78609                   Form S-8            1999 Stock Incentive Plan
        333-78635                   Form S-8            1999 Non-Employee Directors Stock Incentive Plan
        333-84693                   Form S-8            1994 Stock Incentive Plan, Supplemental
                                                        Special Option Program
        333-85227                   Form S-3            Debt Securities, Preferred Stock and Common
                                                        Stock in the amount of $1 billion
        333-91327                   Form S-8            1994 Stock Incentive Plan
        333-92345                   Form S-8            1994 Stock Incentive Plan
        333-43288                   Form S-8            1994 Stock Incentive Plan
        333-58628                   Form S-8            1994 Stock Incentive Plan
        333-61574                   Form S-3            Registration of Securities for Resale
        333-72788                   Form S-8            1994 Stock Incentive Plan, 2001
                                                        Performance Based Options Program
        333-72832                   Form S-8            1994 Stock Incentive Plan
        333-72820                   Form S-8            1999 Non-Employee Stock Incentive Plan
        333-72832                   Form S-3            Registration of Securities for Resale by Selling
                                                        Stockholders in PeopleFirst Acquisition
        333-76726                   Form S-8            1994 Stock Incentive Plan
        333-72820                   Form S-8            1999 Non-Employee Directors Stock Incentive
        333-82228                   Form S-3            Common Stock, Debt Securities, Preferred
                                                        Stock, Stock Purchase Contracts, and Equity Units
                                                        in the amount of $1,787,000,000


/s/ Ernst & Young LLP
McLean, Virginia
March 22, 2001